Terms of Service

1.1 TrueValue is operated by TrueValue Technologies Ltd, registered in England and Wales under company number 17462580, with registered office at 66 Paul Street, London, England, United Kingdom, EC2A 4NA (TrueValue, we, us or our). Contact for contractual notices: legal@truevalue.business.

1.2 These Terms govern subscriptions to our deal workspace for M&A advisers and business buyers, and use of our website and standalone tools. Customer or you means the business, organisation or individual business customer identified in the Order. An individual accepting on behalf of an organisation must have authority to bind it; that individual does not become a guarantor merely by accepting.

1.3 Our paid service is intended for business use by people aged 18 or over. We do not determine whether someone is legally a consumer simply by describing this contract as business-to-business. Nothing in these Terms removes mandatory consumer rights. Where consumer law applies, any inconsistent provision is subject to that law, including rights concerning cancellation, remedies and the courts available to the consumer.

1.4 Order means the subscription details and commercial conditions expressly accepted at checkout or in an agreed order form. Service means the TrueValue features included in that Order. Customer Data means information, files, prompts, communications and other material supplied to or generated within the Service for the Customer. Authorised Users means people the Customer authorises to use its workspace within the purchased permissions and seat allowance. Business Day means Monday to Friday, excluding public holidays in England. A Contract Year is a consecutive 12-month period starting on the subscription start date or its anniversary.

2.1 A subscription contract begins when we accept your Order and make the purchased Service available following the agreed payment arrangements. Checkout must identify the price, billing interval, included users, optional upgrades and these Terms before you commit. We provide an electronic confirmation. A material checkout error will be referred to you for correction rather than used to impose an undisclosed price.

2.2 These Terms incorporate the Subscription, Billing, Cancellation and Refund Policy; Acceptable Use Policy; and Data Retention, Export and Deletion Policy. The AI, Valuation and Agent Terms, Sourcing and Outreach Policy, Network and Introductions Terms, Data Room and Recipient Terms, and Electronic Signature Terms also apply when you use the corresponding features. The Data Processing Agreement (DPA), its schedules and the Subprocessor Register apply where we process personal data for you. We make applicable documents available before acceptance.

2.3 Mandatory law and mandatory international-transfer clauses prevail. Subject to those, the DPA prevails on processing Customer Personal Data. An expressly negotiated and accepted Order prevails over standard terms on the matters it specifically varies. Preserved legacy arrangements prevail on legacy price, billing and entitlements. Each subject-specific policy governs its stated subject, but none changes the liability allocation in section 14 unless an expressly negotiated agreement says so. These Terms otherwise govern. The Privacy Notice and Cookie Policy explain processing and tracking; they are not requests for blanket consent.

2.4 A website edit does not automatically replace an earlier accepted agreement. Changes take effect only as permitted by that agreement and applicable law. Purchase-order boilerplate does not amend our contract unless we expressly accept it.

3.1 We provide software-assisted sourcing, valuation, analysis, document and deal-management tools, with features depending on your Order. We will provide the Service with reasonable care and skill and materially in accordance with its agreed description. We do not promise that every proposed, previewed or roadmap feature will be delivered.

3.2 The Service is not, by itself, an engagement of TrueValue to act as your M&A adviser, solicitor, accountant, auditor, investment adviser, lender, broker, escrow provider or transaction counterparty. It does not establish a fiduciary or agency relationship, except for the limited technical authority needed to carry out a specifically approved software action. We do not accept authority to sign a transaction document or transfer transaction funds for you through an Agent instruction.

3.3 Outputs are decision-support material, not a guarantee of business value, transaction completion, financing, suitability, legal compliance or investment return. You remain responsible for professional judgement and transaction decisions. This does not remove our responsibility for providing the contracted software with reasonable care and skill.

3.4 Planned maintenance, urgent security work and third-party interruptions may affect availability. We will take reasonable steps to minimise disruption and give advance notice of material planned disruption where practicable. No fixed uptime percentage, staffed support coverage, restoration deadline or data-loss tolerance is promised unless expressly agreed in your Order or DPA.

4.1 Provide accurate account and billing information, nominate an authorised workspace administrator, and keep contact details current. Protect passwords, authentication factors and integration tokens; use available security controls; and promptly report suspected compromise to security@truevalue.business.

4.2 Administrators must assign appropriate permissions, remove leavers and review recipients before sharing information. Named-user access must not be shared to avoid purchased seat requirements. External guests may access only what the applicable feature and permissions allow.

4.3 You are responsible for instructions and activities of people and integrations you authorise, to the extent attributable to your acts, omissions or control. This does not make you responsible for unauthorised activity caused by our breach or negate our security duties.

4.4 You must have the rights and lawful authority necessary to upload, analyse and share Customer Data and to instruct processing. Possession of a document does not necessarily confer permission to upload it to an AI or external service. Meet confidentiality, data-protection, source-licensing and professional duties applicable to your use.

4.5 Keep suitable independent copies of records you must retain. Do not use the Service as the only repository for executed transaction documents or statutory records. Your backup responsibilities do not exclude our express storage, security or export obligations.

5.1 As between the parties, you or your licensors retain rights in Customer Data. You grant us a non-exclusive, limited right to host, process, transmit and display it only to deliver, secure, support and administer the Service, comply with lawful instructions and meet applicable legal obligations. This permission ends when the relevant processing ends, subject to lawful retention.

5.2 We do not acquire a right to sell confidential Customer Data, use it to approach your deal counterparties for our own commercial benefit, or disclose it to another customer. We will not use it to train general-purpose AI models. Any separate optional use for model improvement requires a distinct, specific agreement and an appropriate lawful basis, and must not be a condition of the ordinary service.

5.3 Service telemetry may be used for necessary security, reliability and product improvement as explained in the Privacy Notice. Customer document content is not automatically included in that permission. Information described as anonymised must not reasonably identify an individual, customer, counterparty or confidential deal; we will not attempt to re-identify it.

5.4 We may disclose Customer Data to an authority where legally required, limited to what is required. Where lawful, we will notify you and reasonably assist with protective steps. Transfers as part of a proposed business sale must be necessary, proportionate and confidential and remain subject to data-protection law.

6.1 Confidential Information includes non-public business, technical or financial information disclosed in connection with the Service that is identified as confidential or should reasonably be understood to be confidential. It includes seller identities, business financials, valuations, negotiations, deal structures, buyer intentions, client lists, source documents and personal data, whether or not each item is marked confidential.

6.2 Each party will protect the other party's Confidential Information with reasonable care, use it only for the contract's permitted purposes, and disclose it only to people who need it for those purposes and are subject to appropriate confidentiality obligations. TrueValue will limit staff and supplier access accordingly.

6.3 We will not make your deal information available to a founder's, employee's or shareholder's separate advisory or acquisition business for its own commercial use. A separate business relationship requires separate authority and appropriate information barriers.

6.4 Confidentiality does not restrict information demonstrably public without breach, already lawfully known without restriction, independently developed without use of the information, or lawfully received from another source without confidentiality restrictions. The recipient must be able to substantiate the relevant exception.

6.5 Disclosure required by law is permitted subject to section 5.4. These duties continue after termination while information remains confidential. Trade secrets remain protected while they retain that character. Nothing prevents protected disclosures, cooperation with regulators or exercise of non-excludable rights.

7.1 TrueValue and its licensors retain rights in the software, interface, methods, templates and underlying service materials. During your subscription we grant a non-exclusive, non-transferable right for your Authorised Users to use the purchased Service for your business and client engagements. Permitted client work is not prohibited resale of the software.

7.2 To the extent we own transferable rights in output generated specifically for you, we assign those rights to you on creation, excluding underlying software, generic templates and third-party material. We license any embedded TrueValue template material as needed to use the permitted output. We do not promise that AI output is unique, copyrightable or free of third-party rights.

7.3 You may share lawfully obtained reports with clients, advisers, lenders and counterparties for the relevant engagement, retaining material assumptions, limitations and source notices. Do not present a draft as verified, change output misleadingly or represent that TrueValue has independently certified or endorsed a deal. Third-party reliance on a formal opinion requires a separate express agreement; report sharing alone does not create one.

7.4 Feedback is voluntary. We may use non-confidential suggestions without payment, but feedback does not grant rights in confidential deal material. We will obtain permission before using your name, logo or confidential results as a testimonial or case study.

8.1 AI features are subject to the AI, Valuation and Agent Terms. Review important inputs, calculations, source references and outputs before relying on them, and apply appropriately qualified human oversight.

8.2 A customer-connected account or external AI application may be governed by its provider's separate terms. You decide whether to connect it and what permissions to grant. TrueValue remains responsible for suppliers it appoints as subprocessors as stated in the DPA; describing a provider as a third party does not remove that responsibility.

8.3 External communications, disclosures and other consequential external actions require the approval described in the Agent Terms. Approval must identify the relevant action, content and destination. An external action may not be reversible after execution. Generic permissions to research or prepare work are not permission to sign contracts or commit transaction funds.

9.1 Each party will comply with applicable data-protection law in its role. We act as processor for Customer Personal Data processed on your instructions and as controller for the independent purposes described in the Privacy Notice. The DPA sets out processing instructions, assistance, security, transfers and subprocessor controls.

9.2 We will notify you of a Personal Data Breach affecting Customer Personal Data without undue delay and in any event within 24 hours after becoming aware of it. Awareness does not depend on completion of a forensic investigation, proof of fault or a decision to notify a regulator. Initial information may be supplemented without undue further delay. The same initial timing applies to an identified security breach materially affecting the confidentiality, integrity or availability of your non-personal confidential Customer Data.

9.3 We will investigate, take reasonable containment and remediation measures, and provide reasonably available information and cooperation. We bear the cost of investigating and remedying our own security failures. A factual notification is not by itself an admission of liability. The Incident Response and Breach Notification Policy explains the process.

9.4 Where a security breach materially affects your use of the Service, you may terminate the affected subscription without penalty, receive a pro-rata refund of prepaid unused fees and request a standard export, which we will provide within seven calendar days of the verified request unless legally prohibited. Data protection and confidentiality duties continue during offboarding.

10.1 The Order and Subscription, Billing, Cancellation and Refund Policy govern fees, billing intervals, optional Agent upgrades, user changes, renewals and cancellation. Charges begin at paid checkout; the standard subscription is not a free trial. The 14-day money-back guarantee applies as described in that Policy and the accepted offer.

10.2 Existing customers retain their agreed legacy price, billing cycle, seat allowance and included features, including any historically included Agent access, subject to their original arrangements. We will not use these Terms to migrate them automatically to new prices or reduce preserved entitlements.

10.3 You may cancel renewal at any time. Unless a guarantee, breach remedy or mandatory right applies, cancellation takes effect at the end of the paid billing period. Deleting a browser app or ceasing to log in does not itself cancel billing; an unambiguous cancellation sent to us does.

11.1 Tell us promptly about a material failure, with enough information to investigate safely. We will take reasonable steps to correct a reproducible failure within a reasonable period appropriate to its severity. If a material failure is not remedied within 30 days after adequate notice, or cannot reasonably be remedied, you may terminate the affected service and receive a pro-rata refund of prepaid unused fees, without losing any other applicable remedy.

11.2 We do not warrant that all third-party data is current, all errors will be detected, all counterparties are genuine, or every output will suit a particular transaction. We do not guarantee a sale, acquisition, financing offer, legal result or minimum economic benefit.

11.3 Except for express contractual commitments and rights that cannot lawfully be excluded, implied business-contract terms are excluded only to the extent permitted by law. No disclaimer removes the reasonable-care-and-skill commitment in section 3.1, the DPA or liability that cannot lawfully be excluded.

12.1 We may restrict the affected part of the Service where reasonably necessary to address a credible security threat, unlawful activity, material Acceptable Use breach or a binding legal requirement. We will act proportionately, notify you and explain available corrective steps unless doing so would be unlawful or create a material security risk. We will restore access when the relevant reason is resolved.

12.2 For overdue undisputed fees, we will normally give at least seven calendar days' written warning and an opportunity to update payment details before suspension. A genuine billing dispute raised promptly will be investigated; you must pay undisputed amounts. Suspension does not permit arbitrary deletion of Customer Data.

12.3 Either party may terminate for a material breach that remains unremedied 14 calendar days after written notice requiring a remedy, or immediately where the breach is incapable of remedy. Termination for insolvency is subject to applicable restrictions on terminating supplies.

12.4 We may discontinue a paid service on at least 60 calendar days' notice, with a pro-rata refund of prepaid unused fees and reasonable export assistance. Shorter notice is permitted only where law or urgent unavoidable security circumstances require it, without removing applicable refund or export rights.

13.1 Paid use ends on the effective termination date. Customer Data is then handled under the Data Retention, Export and Deletion Policy and DPA. Request an export before termination where possible, or within seven calendar days afterwards. A standard export requested in time will be provided within seven calendar days of the verified request, subject to a lawful restriction or a different written arrangement.

13.2 Customer-controlled active content will be deleted or irreversibly anonymised within 30 calendar days after effective termination or a verified earlier deletion instruction, except for a lawful retention requirement or a customer-agreed export extension permitted by law. Residual protected backups follow the verified maximum expiry disclosed in the retention schedule; they cannot be used to resume ordinary processing.

13.3 Accrued payment obligations, lawful refunds, intellectual property, confidentiality, limitations of liability, data-protection duties and provisions intended to survive remain effective. We will not withhold an export or statutory assistance solely to obtain a disputed payment.

14.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot lawfully be excluded or limited. Mandatory rights of individuals and powers of regulators are not restricted by this customer contract.

14.2 Subject to section 14.1, the General Cap on our aggregate liability arising in a Contract Year is the fees paid or payable by you for the affected Service in the 12 months preceding the event first giving rise to liability in that Contract Year. For a genuinely free standalone service, the General Cap is £100. No free-service cap reduces the Enhanced Data Cap below.

14.3 For direct losses resulting from a security breach of Customer Data caused by our breach of contract, negligence or failure to meet applicable security obligations, the Enhanced Data Cap is the greater of the relevant preceding 12 months' fees and £10,000. Claims arising from that security breach cannot be placed under the lower General Cap merely by describing them as confidentiality, negligence or DPA claims. The cap does not apply to a security breach caused by our gross negligence, wilful misconduct or fraud.

14.4 Ordinary claims remain subject to the General Cap. The overall aggregate of capped ordinary and security-breach claims in the same Contract Year is no more than the Enhanced Data Cap; the caps are not added together. Claims arising from the same originating event or a series of connected events are allocated to the Contract Year of the first event. There is no double recovery for the same loss.

14.5 Subject to section 14.1, we are not liable for indirect or consequential losses, or lost profit, revenue, anticipated savings, goodwill or transaction opportunities. This does not exclude reasonable, proven direct costs of restoring affected data or responding to a security breach otherwise recoverable under section 14.3. A failed acquisition or inaccurate commercial assumption does not automatically establish a service breach.

14.6 The caps govern damages and contractual indemnity liability across the agreement, including the DPA, where legally permissible. They do not reduce amounts we must refund under an express guarantee, our duty to perform required remediation or statutory assistance, or liabilities preserved by section 14.1. Both parties must take reasonable steps to mitigate recoverable loss.

15.1 You will indemnify us for reasonable damages and costs finally awarded against us, or included in a settlement you approve, arising from a third-party claim that Customer Data you supplied infringes that party's intellectual property or confidentiality rights, or that your deliberate unlawful use of the Service violated that party's rights. This applies only to the extent caused by your breach and excludes loss caused by our acts or omissions.

15.2 We must notify you promptly, provide reasonable cooperation, and allow you reasonable control of the defence using competent advisers. You may not admit liability for us, impose non-monetary obligations on us or settle without an appropriate release without our consent, not unreasonably withheld. We may participate at our own cost. Delay in notification reduces your obligation only to the extent it materially prejudices the defence.

15.3 Your aggregate liability under this indemnity in a Contract Year is limited to the greater of the preceding 12 months' fees and £10,000, except for your fraud or deliberate infringement. The indemnity does not require you to pay fines or liabilities that cannot lawfully be transferred to you. It is not a general indemnity for every allegation made against us.

16.1 Neither party is liable for delay caused by an event genuinely beyond its reasonable control where it took appropriate preventive and mitigating measures. A cyber incident, supplier failure or staffing issue is not automatically such an event. This clause does not excuse data-protection duties, confidentiality or payment for services already supplied.

16.2 The affected party must notify the other and use reasonable efforts to resume performance. If material non-performance continues for 30 calendar days, either party may end the affected service and the Customer will receive a pro-rata refund of prepaid unused fees.

17.1 We may make non-material improvements and changes required by law or security. We will not materially reduce paid core functionality during a committed billing period without an appropriate remedy or agreement. For other material contractual changes we will give at least 30 calendar days' notice, normally applying them at renewal with an opportunity to cancel beforehand.

17.2 We will not use a change notice to override preserved legacy commercial arrangements. A material new use of personal data requires its own lawful assessment and transparency; a terms update is not consent. Mandatory consumer protections and the change provisions of previously accepted agreements remain applicable.

18.1 Send contractual notices to legal@truevalue.business and privacy requests to privacy@truevalue.business, or write to the registered office. We send notices to the account's nominated contact. Keep that address current. A refund or cancellation request need not use a particular form if it clearly communicates your intention.

18.2 The Complaints Policy explains our complaint route. The parties will try in good faith to resolve disputes, but neither must delay urgent protective action or a statutory claim to complete that process.

18.3 The agreement and non-contractual disputes relating to it are governed by the law of England and Wales. Its courts have exclusive jurisdiction for business-customer disputes, subject to mandatory law. A consumer retains mandatory protections and access to courts available under applicable consumer law.

19.1 Neither party may transfer the contract in a way that unlawfully reduces the other's rights. We may transfer it with our relevant business to a successor able to perform it, on notice and subject to applicable consent, data-protection and existing-contract requirements. This clause is not a retrospective transfer of a subscription from a different legal entity.

19.2 Failure to enforce a term is not a waiver. If a provision is unenforceable, the rest remains effective so far as the agreement can operate lawfully. The parties are independent contractors; no partnership or general agency is created.

19.3 The contract comprises the documents properly incorporated under section 2, without excluding liability for fraud or misrepresentation that cannot lawfully be excluded. Except where a document expressly provides otherwise, no other person has contractual enforcement rights under the Contracts (Rights of Third Parties) Act 1999. This does not restrict statutory rights of individuals.