Data Room and Recipient Terms

These terms apply when you access a TrueValue data room, shared document or restricted transaction workspace. TrueValue Technologies Ltd, company number 17462580, of 66 Paul Street, London, England, United Kingdom, EC2A 4NA, provides the software. The organisation identified in the invitation as the owner or inviting party is the Disclosing Party. You are the Recipient.

Before access, the Disclosing Party must be identified and these terms made available for affirmative acceptance. Accepting for an organisation requires authority; it does not make an individual a personal guarantor. A subscription customer also remains subject to its accepted Terms of Service and DPA.

Access is limited to the purpose stated in the invitation or a separately agreed transaction mandate (Permitted Purpose). If no purpose is clearly stated, obtain clarification from the Disclosing Party before using the material beyond reviewing the invitation. Access is not authority to represent the Disclosing Party or bind it to a transaction.

Confidential Material includes non-public documents, financials, valuations, counterparties' identities, deal terms, correspondence, access information and the existence or status of negotiations where confidential by nature or context. It need not be marked on every page to be confidential.

Use Confidential Material only for the Permitted Purpose. Protect it with reasonable care, limit access to authorised people who need it for that purpose and are bound by suitable confidentiality duties, and do not disclose or copy it beyond the permitted scope. You remain responsible for disclosures you authorise to your representatives to the extent provided by your agreement and law.

Do not use the material to compete for a customer's transaction, approach undisclosed counterparties for an unrelated purpose, enrich an unrelated database or train an AI model. Uploading a document to an external AI or storage service is a disclosure and requires appropriate authority; ability to download does not supply that authority.

These restrictions do not apply to information you can demonstrate was already lawfully known without restriction, independently developed without using the material, publicly available without breach, or lawfully received from another source without a confidentiality duty. Keep evidence of the relevant exception.

A separately agreed NDA or transaction document governs confidentiality between its actual parties and prevails over conflicting confidentiality provisions here. These terms do not amend that NDA, add TrueValue as a transaction party or create authority for processing contrary to it. A general data-room acceptance is not a complete substitute for a deal-specific NDA.

Where disclosure is required by law, disclose only what is required and, where lawful, notify the Disclosing Party in advance so it can consider protective steps. Nothing restricts protected whistleblowing, a lawful report to an authority or a non-excludable right.

The identified Disclosing Party may enforce the Recipient's confidentiality and permitted-use obligations in sections 2, 3, 4 and 6 under the Contracts (Rights of Third Parties) Act 1999. This does not give unrelated visitors enforcement rights. Changes that reduce an accrued right of that Disclosing Party require its consent where required by law.

Use only the account or invitation intended for you. Do not forward restricted links, share credentials, bypass download limits, scrape a room, alter access records or access material outside your permissions. Notify the sender and security@truevalue.business promptly if you receive access in error or detect inappropriate disclosure.

The customer controls invitations and the permissions available in the feature; TrueValue is responsible for implementing its agreed service controls. A watermark or download restriction does not guarantee that copying, screenshots or onward disclosure are impossible. Revocation stops future authorised access through the platform but may not recall an external copy.

Do not rely on an old bookmark, invitation or prior permission as evidence that access remains authorised after revocation. TrueValue or the Disclosing Party may suspend relevant access for security, legal or permitted transaction-management reasons, subject to applicable contractual and data-protection duties.

The invitation and Privacy Notice explain relevant access records. The room owner and its authorised users may receive information such as the recipient identity, document accessed, timestamps, signing status and feature-supported engagement events. Such records support access administration and transaction management; they do not prove that a person read or understood every page. Optional device tracking remains subject to the Cookie Policy and applicable choices.

The Disclosing Party is responsible for the information it supplies and any transaction representations it makes. TrueValue does not independently certify the accuracy, completeness or commercial value of room contents merely by hosting them. No access record, AI summary or workflow badge replaces due diligence.

A document in the room is not, by itself, a binding offer or an agreement that a transaction will proceed. Reliance, warranties and remedies concerning the transaction must be addressed in the relevant agreement. Nothing here excludes liability for fraud or another liability that cannot lawfully be excluded.

On withdrawal of access or a reasonable authorised request, stop using Confidential Material and return or delete copies as required by the applicable NDA, instructions and law. A Recipient may retain a strictly limited archival copy where law or a genuine professional recordkeeping duty requires it, with continued confidentiality and no unrelated use. Do not claim a blanket right to retain all data indefinitely.

TrueValue's service copies are handled under its DPA and Data Retention, Export and Deletion Policy. A Recipient's externally downloaded copies are controlled by that Recipient, not automatically erased by a platform action. The customer should arrange any required transaction archive before closing a room.

Confidentiality and use restrictions continue for as long as the material remains confidential, subject to a governing NDA and applicable law. Ending access does not erase obligations concerning information already received.

TrueValue supplies the access and workflow technology, not legal representation for the Disclosing Party or Recipient. For subscription customers, liability is governed by their accepted Terms of Service; these terms do not create an additional aggregate liability cap or reduce the DPA's protections. For other Recipients, mandatory statutory rights and non-excludable liabilities remain unaffected.

Contact the Disclosing Party about the transaction, document accuracy, permitted purpose or invitation. Contact privacy@truevalue.business about TrueValue privacy issues and security@truevalue.business about suspected compromise. Other concerns can be raised under the Complaints Policy.

These recipient terms are governed by the law of England and Wales, subject to mandatory consumer and data-protection protections and any separately agreed NDA governing the transaction parties' relationship.