Terms and Conditions for Express Exit

A. Introduction and what these terms do​

  1. M&A Deal Platform owns and operates the website http://www.madealplatform.com and also provides a modern technology-enabled platform that provides an end-to-end M&A “Express Exit” service to customers involved in the sale and purchase of smaller businesses (typically micro exits from £50,000+ upwards). We operate across multiple currencies using a principle of equivalence of £50,000 GBP and transact Euros and US dollars as well.
  2. For your information we also provide precision exits of £1 million and above which are governed under separate terms and conditions, and available here: https://www.madealplatform.com/terms-conditions
  3. M&A Deal Platform provides its platform, site and Express Exit service using a range of tools across different stages of the M&A journey – from the preparation stage and valuation to the marketing stage of the opportunity to the completion stage (including facilitation of independent legal representation and all necessary documentation required to contractually complete the sale and purchase).
  4. Our site, any related applications and M&A Deal Platform is owned and provided by M&A Deal Platform Ltd, company number 13170482, a limited company registered in England and Wales located at 220 Devonshire Hill Lane, London N17 7NR (“M&A Deal Platform”, “us” and “we” below), under the Express Exit trademark.
  5. These Terms of Service (“Terms”) apply when you or your company (“your” and “Company” below) create an account to use any features, the Express Exit services any other services, products or tools such as the company valuation service (together, the “Services”) offered on our M&A Deal Platform or our website https://www.madealplatform .com) (the “Site”). They supplement the engagement letter setting out the Express Exit and related services to be provided to you/the Company (“Engagement Letter”).
  6. These Terms plus the Engagement Letter collectively represent the contract you have with us (“Contract”).
  7. M&A Deal Platform is not providing regulated advice of any kind (this includes financial investment advice, arranging deals, and legal advice of the kind you would receive from a law firm). Accordingly, we are not regulated by the Financial Conduct Authority or the Solicitors Regulatory Authority and have no plans to be regulated.
  8. It is important that you understand what this means in terms of the Express Exit package of services we provide to you – that your rights are limited to contractual rights you hold through these Terms. To contact us, please email info@madealplatform.com.
  9. To use our Services, you must agree to these Terms so please read them carefully. We recommend that you download these Terms for future reference. When you agree to these Terms a contract will come into existence. If you or your Company use any of our Services before you have confirmed that you accept these Terms then, by using our Services, you agree that you have read, understood and accept these Terms, our Terms of Use for our Site and our Privacy Policy and all/any other notices posted by us on our Site or directly to you.
  10. If you disagree with any of these Terms, please do not attempt to use the Services or make any payment to us. You are responsible for ensuring that all persons who use our Services through your account or internet connection are aware of these Terms, our Privacy Policy and that they comply with them.
  11. If you sign up to our M&A Deal Platform or use our Services, you confirm that you intend to use the M&A Deal Platform and Services in the course of your Company’s trade or profession and that you are a business and not a ‘consumer’ under UK consumer law.
  12. When you use the Services on behalf of a Company, then by accepting these Terms you confirm that you have sufficient authority to enter into a contract on the Company’s behalf and that you understand and agree that the Company will be our customer and not you personally. Even if you haven’t set up a company yet (such as a special purpose vehicle created for a particular acquisition), you’ll be treated as a ‘trader’ and not a ‘consumer’ under consumer protection law when you sign up to our M&A Deal Platform or use our Services and, once you have set up your Company, any further instructions you give us will be from the Company and not you personally.
  13. In the course of using the M&A Deal Platform and our Services as a seller, you will be able to share documents with third parties and give those parties access to certain parts of your Company or corporate group profile. This will allow those buyer-side parties to view information about your company and make informed decision about entering into heads of terms or progressing further through the due diligence process and the sale and purchase contract with you.
  14. For the avoidance of doubt, we DO NOT ACT for either the seller or the buyer in the negotiation of an Express Exit micro deal or in its execution. We facilitate the making of deals by independent parties who make their own decisions on the merits and demerits of any sale or purchase before entering into legally binding contractual documentation through our Services. As a technology solutions provider providing Express Exit Services we remain neutral as between seller and buyer.
  15. IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS YOU CANNOT USE THE M&A DEAL PLATFORM OR OUR EXPRESS EXIT SERVICE. IF YOU CLICK, SIGN OR OTHERWISE ACCEPT THESE TERMS AND/OR COMMENCE USE OF ANY OF THE SERVICES WE WILL DETERMINE THAT YOU HAVE ACCEPTED THESE TERMS IN FULL AND WITHOUT EXCEPTION.

    Terms subject to change. 
  16. Please note that we may change, modify, add or remove sections of these Terms from time to time as we continually innovate or when the Express Exit product, the M&A Deal Platform or any other products and Services evolve. We will post any changes to our Site by updating these Terms, but we may not make any separate publication about such changes, so please revisit these Terms every so often, because we assume that you agree with these Terms at all material times if you continue to use our Services.

B.  Security & Data Protection

  1. Any personal, company and user-generated information will only ever be uploaded or provided by you and you confirm that you have obtained the necessary consent and have provided appropriate privacy notices to lawfully communicate any individual’s personal data to our M&A Deal Platform for the duration and purposes of these Terms.
  2. All personally identifiable information collected from you is governed in accordance with these Terms in conjunction with any supplemental information available through our Privacy Policy.
  3. We shall not share or make your data or information available to anyone without your explicit permission or without having another compelling legal reason. For the avoidance of doubt, you hereby give us permission to transmit, transfer and communicate your data as part of our Services, for the purpose of exchanging with buy-side parties or sell-side parties as the case may be.
  4. Your data and any Confidential Information you may upload to the M&A Deal Platform is stored securely. We require you to ensure that your personnel and advisory team particularly those persons your give administrator access to, have strong passwords, change these more than once per year and are not the same as the passwords used on social media applications.
  5. If you establish an account on the M&A Deal Platform, you are responsible for maintaining the confidentiality of your username and password, and you are responsible for all activities that occur under your username or password. We deploy strong client authentication standards using Azure services which nevertheless requires from you diligent and responsible username and password behaviours.
  6. You agree to: (i) log out from your account at the end of each session; (ii) immediately notify us at info@madealplatform.com of any unauthorized use of your username or password and (iii) report to us any other suspicious activity you become aware of or any breach of security.
  7. You are responsible for all content that you transmit or otherwise make available through our Services or our M&A Deal Platform. Your access to and use of this M&A Deal Platform may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities.
  8. Subject to the confidentiality obligations created under these Terms (see below), you agree that we have the right to collect and analyse specific data points and other information gained from your company profile, settings and including but not limited to interactions with our team on our chat support.
  9. You agree that M&A Deal Platform may store various client data points in order to rapidly build reports, create notifications or alerts on market changes such as a competitor being purchased, create an aesthetic and transparent view of corporate data for our customers and users, engage in relevant deal-benchmarking using global data points and artificial intelligence (AI) where we are able to do so.
  10. The kinds of data we will collect and analyse covers, without limitation, your data and new data derived from your data and we will be free (during and after the duration of your M&A journey) to (i) use such information and data to improve and enhance the Site/M&A Deal Platform and for other development, diagnostic and corrective purposes in connection with the Site/Platform ; and (ii) to disclose such data solely in aggregated or other de-personalised form in connection with our business. For example, we could indicate typical sale values based on the number of deals we see in certain sectors at a certain level of recurring revenues. This kind of trend analysis is for the mutual benefit of all our corporate customers, buy-side parties and others involved in M&A deals.
  11. Occasionally you may contact us for Client Service Team support at any stage of the process (whether that is during Prepare, Market or Complete stages). It may be necessary for our team to access your company’s profile page for the purpose of assistance, to enable them to see what you are having an issue with or for them to inspect a document you or your counter-party have referred to. This will only happen with your consent to do so, which you hereby provide as part of these Terms.

    Providing feedback on Express Exit or the M&A Deal Platform. 
  12. We regard your feedback as part of the continual improvement of our Services. It is therefore non-confidential and non-proprietary, and implementation of that feedback is owned by us and may become part of the Services, or Site or the M&A Deal Platform in future without compensation or reference to you. We reserve all rights in and to the M&A Deal Platform unless we expressly state otherwise.

C. No Professional, Legal or Regulated Advice Provided by Us

  1. The legal documentation which is part of the Express Exit product is purposely designed to be neutral, standard, and “fair” to both parties to any sale and purchase transaction.
  2. Our documents provide a reasonable starting point for assessing, discussing and concluding the legal documentation between the parties to it. How the legal documents will come to be finalised depends on the three variable options which clients may choose from:
    1. Seller & Buyer accept M&A Deal Platform template “neutral” documents as the substantial basis for completing the legal documentation required. Both parties proceed with M&A Deal Platform legal resources (up to a £5,000 cap each) and without external legal representation. Both parties accept full risks and full outcomes from proceeding without external legal advice. The M&A Deal Platform remains available for contacts and queries regarding the legal process and legal documents to be entered into on the platform.
    2. Seller & Buyer use M&A Deal Platform template “neutral” documents as the starting point for completing the legal documentation and one party obtains independent external legal representation and the other party does not. The party using M&A Deal Platform legal resources agrees to be subject to a £5000 cap.
    3. Seller & Buyer use M&A Deal Platform template “neutral” documents as the starting point basis for completing the legal documentation and both obtain separate independent external legal representation (where of course there can be no cap in place or involvement by M&A Deal Platform legal representation).
  3. The price-points and Charges associated with each of the three options above will be included as part of your Engagement Letter with us. For all three options we make it clear that M&A Deal Platform is at no point providing legal advice to you or holding itself or any of its personnel out as lawyers who are representing you or any of the buyer or seller parties in the transactions. Any in house lawyer working for M&A Deal Platform works for us and only we are the in house solicitor’s employer and only “client”.
  4. Any external independent lawyer or law firm hired and engaged may be your lawyer acting in your best interests on the corporate transaction you are contemplating (whether you are seller or buyer). We are providing legal documentation and leave the choice of obtaining external independent legal support to you.
  5. We are not a regulated law firm or providing legal advice in any way and this means:
    1. you will not be able to complain to the Solicitors’ Regulation Authority or Legal Ombudsman in respect of the services provided to you by M&A Deal Platform ;
    2. you will not be able to apply for a grant to be made out of the Solicitors’ Compensation Fund managed by the Law Society;
    3. we are not required to take out compulsory professional indemnity insurance and are not subject to the Solicitors Regulatory Authority scope of responsibilities; and
    4. our communications with you are not covered by legal professional privilege, meaning that any communications between you and us could be produced as evidence in court proceedings if ordered by a court or other authority.
  6. If your question can not be fully answered by our Client Service Team in some cases you may be put in contact with our in-house legal team for further information or clarification. But it is important you acknowledge that any information or response you receive via this service don’t qualify as legal advice and such communication is only general guidance to help you make informed choices on the M&A Deal Platform and make you aware of general legal considerations related to your query.
  7. If you remain uncertain about the legal implications or the best course of action for you, you are completely at liberty and advised by us to speak with an external qualified professional. You have been made aware through the Engagement Letter the approximate cost of the internal legal support facility we can arrange for you (on both buyer and seller side on the commercial terms outlined in the Engagement Letter).
  8. This applies to all species of regulated professional advice you may need, whether that relates to tax, accounting, financial, legal or other professional services.
    Services in jurisdictions outside England & Wales. 
  9. If your company is domiciled in a jurisdiction outside of England and Wales you may still use the M&A Deal Platform or our Services, but please be aware that our standard legal documentation is drafted and governed by English law and the English courts have exclusive jurisdiction to resolve litigious matters.
    There are two impacts from this:
    1. You are at liberty to change the governing law and jurisdiction away from England but you do so at your own risk and we recommend you use local legal counsel in your chosen territory to advise you on the impacts and other documentary changes which would flow from such a decision
    2. Our legislative references to statutes and other laws are taken from relevant English law (or wider law applicable in the whole United Kingdom, such as the Companies Act 2006). We recommend you use local legal counsel to advise on any separate documentary changes to legislative references which apply in the territory you have chosen. This also extends to post completion corporate filings and administrative procedures which will differ from territory to territory. For example, different titles of forms and filings will be required to be submitted to the Irish Companies Registry Office than those required to be submitted to Companies House after a company has been sold to a buyer.
  10. M&A Deal Platform’s Services for corporate entities registered outside of England & Wales are subject to the rules and regulations of that entity’s relevant domicile.
  11. We may seek to facilitate your use of buy side and/or sell side lawyers registered to practice in the relevant local jurisdiction BUT this does not mean we provide legal services in such jurisdiction.

D. Your responsibilities & your inputs

  1. You are responsible for any wording, figures or documentation which you add or upload on our M&A Deal Platform.
  2. We may, at our discretion provide a tool or service to include particular wording which you or your counter-party request to be inserted into the sale and purchase agreement or another transaction document (such as the disclosure letter from the sellers).
  3. You agree that we do not and shall not assume any of the responsibility for the inclusion of such particular wording and should there be any doubt over the validity, enforceability, risks or merits of such wording you agree you should seek external independent professional advice.

E. Confidential information

  1. All parties understand that corporate transactions are commercially sensitive and involve the disclosure of business, technical, financial or other confidential, sensitive or proprietary information relating to a business (“Confidential Information”). Confidential Information includes non-public information regarding features, functionality and performance of the Service, non-public information data provided by you to us to enable the provision of our Services (company data, business plans, financials, investor interest information etc), and any other information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. All parties agree:
    1. to enter into non-disclosure agreements on-platform and generally take reasonable precautions to protect all parties’ Confidential Information; and
    2. not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.
  2. The foregoing provisions will not apply with respect to any information that:
    1. is or becomes generally available to the public;
    2. was in its possession or known by it prior to receipt from the other party;
    3. was rightfully disclosed to it without restriction by a third party;
    4. was independently developed without use of any Confidential Information owned by the other party; or
    5. is required to be disclosed by law.

F. Proprietary rights

  1. We own and retain all right, title and interest in and to (a) the Services and Platform , all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with our Services or support or the Platform , and (c) all intellectual property rights related to any of the foregoing, including but not limited to the Express Exit trademarks and our micro-market service offering, all text, published material, document creation “flow”, sound, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, and “look and feel” of the M&A Deal Platform and any related Services. All such rights are reserved at law, anywhere in the world.
  2. Unless otherwise specified in the Engagement Letter, copyright and all other intellectual property rights in all documentation and materials (in whatever medium) produced for you shall vest and remain vested in us. Your use of the documentation and materials is restricted to the purpose for which it was prepared, and you are given a limited licence to give effect to this clause.
  3. You will own all right, title and interest in and to your personal data and your Confidential Information.
  4. No rights or licenses are granted except as expressly set forth herein.

G. Payment of Charges

  1. We shall render invoices in respect of fees for the Services and other sums payable by you to us together with disbursements and VAT and other governmental or overseas taxes (where applicable) as set out in the Engagement Letter (the “Charges”) using the most appropriate and relevant currency for your transaction and the Charges.
    Invoices will be payable in full at such time and in the manner specified in the Engagement Letter or within 30 days if not so specified. In certain circumstances we may require you to pay our Charges (whether in part or in full) in advance of providing the Services – such as the monthly platform fee or a portion on account for the legal fees. You shall not be entitled to exercise any right of deduction, set-off or counterclaim.
    If you fail to make any payment on the due date then without prejudice to any other right or remedy available to us we shall be entitled to:
    •  charge you interest (both before and after judgement) on the amount of any unpaid invoices at the rate commensurate with the rate prescribed by the Late Payment of Commercial Debts Interests Act from time to time from the date payment became due until the date of payment;
    • recover any costs incurred by us in collecting overdue payments (including the costs of any agents we may have appointed to collect such amounts) and you hereby indemnify us on a full basis against any such costs so incurred;
    • suspend any further performance of the Services or terminate the Agreement; and
    • appropriate payment from you for such of the Services supplied or expenses incurred as we may think fit.
  2. You shall not be entitled to withhold payment of any amount payable to us on any account by reason of any dispute or claim by you in connection with this Agreement.
  3. Refunds – It is company policy not to issue refunds where Services have been used (such as platform usage, legal support and company valuation services). However, where a proposed sale and purchase does not complete for whatever reason, and you have honoured the condition of exclusivity as prescribed by clause 8 below, we will not charge you the success fee referenced in your Engagement Letter.
    7.6 Invoices in Error - If you believe that we have billed you incorrectly you must contact us no later than 7 days after the invoice in which the error or problem appeared. Inquiries should be directed to our customer support department.

H. Exclusivity, term and termination

  1. Upon signing an Engagement Letter with us, you agree to exclusively using M&A Deal Platform to host, negotiate and complete your transaction. Such exclusivity applies for a minimum of eighteen (18) months from the date of the Engagement Letter. If after signing an Engagement Letter with us you sell or enter into any agreement to sell or dispose of part of your Company, you are hereby under an obligation to confirm the fact of that agreement as soon as possible and no later than forty-eight hours after the agreement for the sale has been signed.
  2. You may terminate the contract we have with you by giving not less than 3 months’ notice in writing. We may terminate this Agreement on written notice if, in the course of working with you we discover that you have been involved in any unlawful activity or that the representations or information submitted via the M&A Deal Platform are materially misleading or untrue.
  3. Either you or we can terminate the contract if any of the following events occurs in relation to the other:
    • that the other is in breach of their obligations under these Terms or the Terms of Use or the Engagement Letter and where the breach is capable of remedy and is not remedied within 14 days of being given notice requiring a suitable remedy: or
    • the other makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a limited liability company or partnership) becomes subject to any administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the other; or the other ceases or threatens to cease to carry on business.
  4. In the event of termination without prejudice to any other remedy available to us:
    • any unpaid Charges and interest thereon due to us will become immediately due and payable together with accrued but unbilled Charges;
    • any Charges which may subsequently become due under the terms of the Engagement Letter will remain unaffected by termination and shall on these arising become immediately due and payable;
    • you shall pay all Charges within 7 days of receiving an invoice for the same; and
    • we shall retain any documents and papers you have provided to us until you have paid the Charges in full whereupon we shall on your request return any original documents and papers to you
    • In the event of termination resulting from a breach of your obligations under these Terms or any Engagement Letter, we reserve the right to charge you for the Services provided to the date of termination on a quantum meruit basis which shall include as a minimum the success fee referenced in the Engagement Letter (notwithstanding any conditional, contingency or other similar fee arrangement we may have agreed).

I. Representations & warranties

  1. By entering into Contract with us under these Terms and your Engagement Letter, you represent that you have the appropriate authority to bind your Company and any affiliates (to the extent necessary or appropriate) to these Terms and your Engagement Letter.
  2. If you are unsure if you have the requisite authority to enter into Contract with us, or if you do not agree with these Terms, you must notify us immediately, you must not sign the Engagement Letter or accept these Terms and you must not use the M&A Deal Platform or our Services otherwise you will be deemed to be fully bound by the Contract.

    Appropriate use. 
  3. You confirm that your personnel or users
    • are over 18 years of age;
    • are only using the M&A Deal Platform with appropriate authority on behalf of a company or other legal entity;
    • that you comply with all applicable laws, rules, regulations and court orders; and
    • that you adhere to all our published policies then in effect.
  4. Should you not be able to confirm the above you must stop using the M&A Deal Platform and our Services immediately.
  5.  You warrant that you will not, directly or indirectly through any other person or entity:
    • reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”);
    • modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorized within the Services);
    • introduce or permit the introduction of any virus into our IT systems;
    • access all or any part of our M&A Deal Platform or Services in order to build a product or service which competes with us; or
    • remove any proprietary notices or labels.
  6. You represent and warrant that all information provided to us will be as true, complete and accurate as possible and to the fullest extent permitted in law, we shall not be liable to you for any loss or damage suffered by you arising from fraud, misrepresentation, information or materials whether supplied by you or by a third party on your behalf.
  7. You acknowledge that any information or advice or any other product of the Services supplied by us is for your use only and not for the use of any third party.
  8. You shall not directly or indirectly solicit the employment of any of our directors or employees involved in performing the Services while the Services are being performed or for a period of 12 months following their completion or the termination of the Contract without our prior written consent.
  9. You accept that any valuation or other documents prepared by us are subject to the limitations provided in those documents. Once any such document is accepted by you, we shall not be liable for the content of these except in the case of our manifest error.
  10. You shall be liable to pay to us upon demand all reasonable costs, damages and losses sustained or incurred by us (including without limitation all direct, indirect and consequential losses, loss of profit and loss of reputation) arising directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under the Contract.

    Our license to you to allow you to use our materials. 
  11. With respect to any sale and purchase contracts, due diligence reports or documentation, forms, disclosure letters or any other material obtained through, exported, or created for you by the M&A Deal Platform Site or Service (the “Materials”), we hereby grant you (and by extension your personnel) a non-exclusive, non-transferable, license to use such Materials only in connection with the Services.
  12. Our indemnity to you - We will indemnify you and hold you harmless against any claims by third parties resulting from any alleged infringement by the Service of any UK patent or misappropriation of any trade secret, provided we are promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and/or settlement. (We will not be responsible for any settlement we do not approve in writing).
  13. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by us, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by us, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where we continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with these Terms or the Engagement Letter.
  14. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at our option and expense (a) replace or modify the Service to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the Contract and refund any prepaid, unused fees for the Service (as an exceptional circumstance).
    9.15 Your indemnity to us - You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and lawyers’ fees) in connection with any claim or action howsoever arising as a result of an alleged violation of these Terms or otherwise from your use of the Materials or Services.
    You further agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and lawyers’ fees) in connection with any claim or action howsoever arising as a result of your failure to observe your obligations under clause 2 dealing with data and security.

J. Disclaimers & limitation of liability

  1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.
  2. We shall not be liable to you by reason of any representation or any warranty, condition or other term implied by statute, common law or otherwise, any duty at common law or under the express terms of the Contract for any loss of property, loss of business, depletion of goodwill or similar losses, loss of contemplated savings, loss of contract, loss of use, loss of data or files uploaded to the M&A Deal Platform or corruption of information, indirect special or consequential or pure economic loss or damage, costs, expenses or other claims for compensation whatsoever arising directly or indirectly from or in connection with the Services even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring the same.
  3. You accept that all advice received by you during the course of a transaction is provided by us not any individual employed or engaged by us and your sole recourse is against us and not the individual who may have advised you during the transaction. For these purposes any employee or consultant of ours will be entitled to exercise his or her rights to enforce the terms of this clause under the Contracts (Rights of Third Parties) Act 1999.
  4. Our liability to you in contract, tort (including without limitation negligence and breach of statutory duty), misrepresentation, restitution or otherwise for each Engagement Letter executed between us shall in no circumstances exceed a sum equivalent to the Charges or the sum of £100,000 in respect of a single event or series of connected events in aggregate, whichever is the lower.
  5. Allocation of risk - these Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Services reflects this allocation of risk and the limitation of liability specified herein and that we would not enter into this agreement without such allocation and limitation.
  6. No guarantees - Whilst we do not guarantee that our M&A Deal Platform or any Services available through it will always be available or be uninterrupted or free from cyber or threat of hacking or be error free, we will use reasonable efforts consistent with prevailing industry and security standards to maintain the M&A Deal Platform in a manner which minimises errors, risks of data loss, risks of cyber threats or hacking or other interruptions in the M&A Deal Platform and our Services. We will perform M&A Deal Platform updates in a professional and workmanlike manner. The M&A Deal Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this.
  7. Although we make reasonable efforts to update the information on the M&A Deal Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our M&A Deal Platform is accurate, complete or up to date (primarily on the basis that the information on the M&A Deal Platform comes from you or your counter-party originally).

K. Insurance

  1. All parties agree to source appropriate insurance in order to protect against the risks particularised in these Terms and in the Engagement Letter.

L. Complaints & Disputes

  1. We strive to make sure that most matters can be resolved through any communication channel we have in place with you (through the appropriate customer service team member or through any chat-function we have in place from time to time).
  2. However, we appreciate that some matters sometimes require further escalation. If we cannot resolve your complaint between ourselves, and the subject matter of the complaint remains disputed after 30 days from your raising the matter, the dispute shall be referred to CEDR (or such other organisation selected by us which is experienced in the process of alternative dispute resolution) in order to resolve the dispute by way of mediation.


M. Miscellaneous

  1. The Contract referred to in clause 1.4 constitutes the entire agreement between you and us and supersedes any previous agreements or understandings, whether oral or written. Any changes to the Engagement Letter must be agreed in writing and signed by both parties. All other terms and conditions (save for these Terms and any terms of use) express or implied by statute are excluded to the fullest extent permitted by law.
  2. Any notice required or permitted to be given by either party to the other under these Terms shall be in writing and delivered by prepaid first class post (or pre-paid overseas equivalent) to our respective addresses appearing in the Engagement Letter (or such other address as may be notified in writing) and any such notice shall be deemed to have arrived on the third day following posting where posted from and to addresses in the UK and on the twelfth day following posting where posted from or to addresses overseas.
  3. No failure or delay in either party in exercising or enforcing any rights conferred by the Contract shall be deemed to be a waiver of any such rights and no waiver by either party of any breach of the Contract shall be considered a waiver of any subsequent breach of the same or any other condition.
  4. If any provision of our Contract with you is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions in the Contract and the remainder of the provision in question shall not be affected.
  5. You will not be entitled to assign or transfer any rights under the Contract without our prior written consent (such consent not to be unreasonably withheld or delayed).
  6. You agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity. The failure by us to enforce any provision in these Terms will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.