INTRODUCTION

Who we are

We are M&A Technology Solutions Ltd, a company incorporated and registered in England and Wales with company number 17067698 whose registered office address is at 15 Parsons Court, Welbury Way, Newton Aycliffe, County Durham, England, DL5 6ZE (referred to herein as either "we", "us", "our" or the "Company").

We have developed and host at www.valius.global (the "Website") an online database (the "Database"), which contains a collection of data concerning a range of businesses available for sale from time to time, derived from a variety of third-party suppliers.

We operate a membership service pursuant to which a party can sign up to receive access to the Website and Database by becoming a member. Each such party is referred to herein as "you", "your", "they", "their" or a "Client". The provision by the Company of access to the Website and Database to a Client is referred to herein as being the "Service".

By signing up as a member and accessing the Service, you confirm to the Company that you understand that the Service the Company provides is to act solely as a provider of data for the purpose of effecting introductions and acting as an intermediary. The Company does not act as an agent for you or any other party.

There is no charge to a Client for access to the Website, the Database or the Service. However, where a Client (or a person connected with a Client) completes an acquisition of a business sourced via the Service, a success fee is payable to the Company on the terms set out in clause 4 (Fees) below. By signing up as a member and accessing the Service, you acknowledge and agree to the operation of clause 4 and confirm that the Service is provided to you on the basis of, and in consideration of, your acceptance of that fee arrangement.

In order to become a member of the Service, you will need to complete some online membership information.

The following terms and conditions of use ("Terms"), including the "Authorised Use Policy" and the "Privacy Policy" (provided further below), form the agreement and basis upon which you may access the Website and the Database as part of the Service.

Specific terms may be agreed between you and us on a case-by-case basis. In the event of any conflict between these Terms and any specific terms and conditions agreed between you and us, the specific terms will prevail.

The agreement between you and us comes into effect on the approval by us in writing (including email) of a membership application.

AUTHORISED USE POLICY

The Authorised Use Policy below applies to all Clients who access the Website and Database having become a member of the Service and you agree to adhere to the following principles of acceptable conduct.

You agree to:

use the Website and Database only to access the data which is available from time to time in relation to a number of businesses which are currently available for sale;
not circumvent or attempt to circumvent any security protection on the Website or Database including (without limitation) not re-registering as a user of the Website or Database if your use of the Website and Database has previously been terminated by us for breach;
keep passwords and any material used to access the Website or the Database or any limited part thereof confidential;
not breach, in any way, the Data Protection Act 2018, the General Data Protection Regulation ("GDPR"), any regulations, standards, or codes of practice made pursuant to either of the foregoing, or any acts or regulations amending, supplementing or replacing the Data Protection Act 2018 or the GDPR or otherwise governing the use of personal data (together "Data Protection Legislation");
without limitation to the previous point, not to use the Website or Database to process any person's personal data;
without prejudice to the foregoing, not be discriminatory (whether on the grounds of race, sex, sexuality, disability, marital or family status or on any other protected status grounds) or in our reasonable opinion do anything which might constitute biased or hate speech;
not, in our reasonable opinion, be offensive, harassing, defamatory or abusive;
not use the Website or Database in ways which are unlawful or fraudulent, or have any unlawful or fraudulent purpose or effect or which breach the Proceeds of Crime Act, the Terrorism Act and any legislation expanding upon or replacing the same (together the "Anti-Money Laundering Legislation");
not seek to circumvent, frustrate or evade the operation of clause 4 (Fees), including by completing an Acquisition through a Connected Person, by routing communications outside the Service, by labelling consideration which is in substance guaranteed as an earn-out or contingent payment, or by any other means;
not upload anything to the Website or the Database which contain viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; and
inform us as soon as reasonably practicable if you become aware you are or may be in breach of any of the above points and comply with any reasonable directions given by us with respect to remedying the situation,

and we reserve the right, without liability or prejudice to any other rights we have arising out of the above, to disable access to any material and/or terminate your access to the Website or the Database.

The Authorised Use Policy forms part of the Terms and breaches of the Authorised Use Policy by you will constitute a breach of the Terms and entitle us to terminate your use of the Service and to seek damages for breach as further set out in the Terms.

TERMS

1. Introduction

1.1 These Terms, including the Authorised Use Policy above and Privacy Policy below, apply to the provision of the Service and your use of the Website and Database.

1.2 No additional or substitute terms put forward by you will apply to the provision of the Service or your use of the Website and Database save where these have been expressly agreed in writing by us.

1.3 By signing up to the Service, you are deemed to have accepted the Terms, Authorised Use Policy and Privacy Policy in the form contained herein.

2. Data Protection

2.1 Any personal data of any individual gathered in the course of you applying for membership, your use of the Website or the Database or the provision by us of the Service will be processed by us in accordance with the terms of our Privacy Policy (see further below).

2.2 With respect to any personal data provided by you, you acknowledge that you remain the controller of that personal data and we will act solely as a data processor in relation to it.

2.3 Except as set out below, we will only process such data on the express authority of the Client who is the data controller in respect of that data.

2.4 Nothing in the above shall prevent us complying with the directions of a relevant authority under the Anti-Money Laundering Legislation.

3. Your use of the Website and Database

3.1 We hereby grant you a non-exclusive, non-transferable, limited, right to use the Website and Database for the purposes set out herein, in accordance with these Terms.

3.2 The Website and Database and all content therein is made available to you on a limited licence basis, and all rights and title in and to the Website and Database and all content therein not expressly granted under these Terms are expressly reserved to us and/or the applicable licensor.

3.3 You must not remove or alter any copyright and other proprietary notices contained within the Website or Database.

3.4 Neither the Website or Database nor any part of or content therein may be distributed, reproduced, modified, transmitted, reused, re-posted or used for public or commercial purposes without our prior written permission.

3.5 If you fail to comply with any term of these Terms, we may (without prejudice to any other rights we may have) suspend provision of the Website and Database or any applicable account or Service provided by us to you and/or terminate it immediately (and where we do so, we will always try to give you reasonable notice but you acknowledge that we may not always be able to do so where we reasonably feel such suspension or termination is necessary to protect our commercial interests).

3.6 You shall compensate and keep us fully protected against all claims, costs, damages, expenses (including legal fees) incurred by us arising out of and/or in connection with any breach by you of any of these Terms or the Authorised Use Policy, including any use of the Website and Database otherwise than in accordance with these Terms or the Authorised Use Policy.

3.7 Termination of the agreement between us shall not affect any rights and liabilities of either of us that accrued before the date of termination and shall not affect any provision of this agreement that is expressly or by implication intended to continue beyond termination, including (without limitation) clause 4 (Fees).

4. Fees

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CLAUSE.

4.1 Definitions

In this clause 4, the following definitions apply:

"Acquisition" means the acquisition by the Buyer (whether directly or indirectly, alone or together with one or more Connected Persons), at any time, of the whole or any material part of a Target's shares, business, assets or undertaking, however structured and whether in a single transaction or a series of related transactions, including (without limitation) by way of:

(a) the purchase of shares (including any acquisition of more than 50% of the issued share capital or voting rights, or any other interest conferring effective control);

(b) the purchase of all or substantially all of the trade and assets;

(c) a merger, scheme of arrangement, reverse takeover or other business combination;

(d) a management buy-out, management buy-in, leveraged buy-out, or buy-in management buy-out involving the Buyer or any Connected Person;

(e) the formation of, or entry into, a joint venture, partnership or other arrangement under which the Buyer (or any Connected Person) acquires or obtains effective control of, or a material economic interest in, the Target; or

(f) any other transaction, arrangement or series of related transactions or arrangements which has substantively the same commercial effect as any of the foregoing.

"Buyer" means the Client and/or any Connected Person of the Client.

"Completion" means the date on which legal title to the relevant shares, business or assets transfers to the Buyer (or, where the Acquisition completes in stages or under a series of related transactions, the date on which the first such transfer occurs), and "Completed" shall be construed accordingly.

"Completion Accounts" means the completion accounts, completion statement, working capital statement, net debt statement or equivalent post-Completion adjustment process provided for in the documents giving effect to the Acquisition (or, where no such process is provided for, the audited or management accounts of the Target as at the Completion date once finalised).

"Connected Person" means, in relation to the Buyer, any person who is connected with the Buyer within the meaning of section 1122 of the Corporation Tax Act 2010, and includes (without limitation) any company in which the Buyer has a direct or indirect material interest, any person acting in concert (within the meaning given to that expression in the City Code on Takeovers and Mergers) with the Buyer, any partner, joint venturer, fund, special purpose vehicle, nominee, trustee, agent or representative acting for, with or on behalf of the Buyer, and any spouse, civil partner or relative of the Buyer.

"Earn-Out" means any consideration payable by the Buyer in connection with the Acquisition which is genuinely contingent on the achievement of future performance targets, profit thresholds, milestones or other conditions to which payment is subject, and which is not certain (or substantially certain) to be satisfied as at Completion. For the avoidance of doubt, consideration which is described or labelled as an earn-out, but which is in substance guaranteed (for example because the relevant target is set at a level which is certain or substantially certain to be met as at Completion), shall not constitute an Earn-Out for the purposes of these Terms.

"Transaction Value" means the total economic value of the Target, calculated as the aggregate of the following amounts paid or payable by the Buyer (or for the Buyer's account) to or for the benefit of the seller(s) of the Target, or otherwise paid, retained, assumed or discharged by the Buyer in connection with the Acquisition:

(a) Completion payment — all cash consideration paid by the Buyer to or for the benefit of the seller(s) at Completion;

(b) Deferred consideration — all deferred payments which are guaranteed (i.e. payable at a fixed amount which is not contingent on the achievement of future performance targets, profit thresholds, milestones or other conditions), regardless of when those amounts fall due for payment, and whether held in escrow, held back or otherwise;

(c) Non-cash consideration — the value of any non-cash consideration (including any shares, loan notes, securities or other instruments issued, and the market value of any property or other in-kind consideration provided), valued as at Completion;

(d) Assumed indebtedness — any indebtedness of the Target which is assumed, repaid, refinanced or otherwise discharged by the Buyer (or for which the Buyer assumes responsibility) at or in connection with the Acquisition; and

(e) Free cash — any cash, cash equivalents, surplus cash or "free cash" of the Target as at Completion (whether retained within the Target, distributed to or for the benefit of the seller(s), or otherwise applied as part of the Acquisition consideration), determined initially by reference to the Target's bank balances and cash position at Completion and adjusted in accordance with clause 4.7 (Free cash adjustment) once the Completion Accounts have been finalised.

For the avoidance of doubt:

(i) Earn-Outs are excluded from Transaction Value. No part of any Earn-Out shall be included in the calculation of Transaction Value, and no Fee shall be due or payable in respect of any Earn-Out;

(ii) no deduction shall be made from Transaction Value for any transaction costs, fees, taxes or working capital adjustments other than as expressly provided for in this clause; and

(iii) where any element of Transaction Value is paid or payable in a currency other than pounds sterling, it shall be converted into pounds sterling at the Bank of England spot rate prevailing on the date of Completion.

"Fee" means the fee payable by the Client to the Company under this clause 4.

"Target" means a business, company, undertaking or asset whose details have at any time been listed, marketed, made available or otherwise included in or accessible via the Website, the Database or the Service.

4.2 Trigger

A Fee shall be due and payable to the Company in respect of any Acquisition where:

(a) the Buyer (or the Client on behalf of, or for the benefit of, the Buyer) has at any time made an enquiry, expression of interest, request for information or other communication via the Website, the Database or the Service in respect of a Target; and

(b) following such enquiry, information relating to that Target is released, disclosed, sent or otherwise made available to the Buyer (whether by the seller, the seller's broker, agent, adviser or any other party, and whether via the Service or by any other means, including but not limited to email, telephone, postal mail, instant message, LinkedIn or any other channel of communication); and

(c) the Buyer subsequently Completes an Acquisition of that Target.

For the avoidance of doubt, an Acquisition is a qualifying Acquisition for the purposes of this clause 4 regardless of:

(i) whether the Acquisition is Completed by the Client itself or by any Connected Person;

(ii) whether the Client's membership of the Service is, by the time of Completion, active, suspended or terminated; and

(iii) the channel through which information about the Target was ultimately provided to the Buyer following the Client's initial enquiry via the Service.

4.3 Fee rate

The Fee shall be 0.75% (zero point seven five per cent) of the Transaction Value of the Target. A Fee at this rate shall be payable in respect of each and every qualifying Acquisition, separately and on its own merits.

4.4 No time limit

There is no time limit on the operation of this clause 4. The Fee shall be payable in respect of any qualifying Acquisition that Completes at any time after the Client first accesses the Website, the Database or the Service in relation to the relevant Target, whether or not the Client's membership has been terminated by the time of Completion, and whether or not these Terms have themselves been terminated by the time of Completion.

4.5 Pre-Completion notification

The Buyer shall notify the Company in writing of any anticipated Completion not less than 5 (five) business days prior to the date set for Completion. The notification shall include:

(a) the proposed date of Completion;

(b) the identity of the Target;

(c) the proposed structure of the Acquisition;

(d) a calculation of the Transaction Value, broken down by reference to each of the components set out in clause 4.1(a) to (e), together with a good-faith estimate of free cash for the purposes of clause 4.1(e) where the Completion Accounts have not yet been finalised;

(e) the resulting Fee (and the proposed amount of any VAT chargeable on it under clause 4.8); and

(f) the name, firm and contact details of the solicitor giving the undertaking required under clause 4.6.

The Company shall acknowledge receipt of the notification and either confirm its agreement to the calculation or raise any queries it has within 3 (three) business days of receipt. Where the parties are unable to agree the calculation prior to Completion, the Buyer shall nonetheless procure that the undertaking under clause 4.6 is given in respect of the higher of (i) the Buyer's calculation and (ii) the Company's calculation, with any dispute as to the balance to be resolved in accordance with clause 4.10 (Audit and dispute resolution) following Completion.

4.6 Method of payment — solicitor undertaking

The Buyer shall procure that, prior to Completion, a firm of solicitors regulated in England and Wales (or, where relevant, in Scotland or Northern Ireland) acting for the Buyer in connection with the Acquisition gives a written undertaking to the Company in a form reasonably acceptable to the Company, confirming that the solicitor has been instructed:

(a) to retain from the completion monies (or other funds held by it for the Buyer at Completion) a sum equal to the Fee (calculated in accordance with clause 4.1, including any estimate of free cash under clause 4.5(d)) together with any VAT due under clause 4.8; and

(b) to pay that sum to the Company by electronic bank transfer in cleared funds to the account notified by the Company, immediately upon (and as a condition of) Completion taking place.

The Buyer shall not authorise the release by its solicitor of any completion monies to the seller(s) until such time as the Fee (and any VAT) has been paid to the Company in accordance with this clause 4.6.

Where the Acquisition is structured or completed without the involvement of solicitors acting for the Buyer, the Buyer shall pay the Fee (and any VAT) to the Company in cleared funds immediately upon Completion, and in any event within 1 (one) business day of Completion.

4.7 Free cash adjustment

Where the value of free cash forming part of Transaction Value cannot be conclusively determined as at Completion (because the Completion Accounts have not been finalised), the Fee shall be calculated and paid at Completion using a good-faith estimate of free cash agreed (or, failing agreement, used in accordance with the final paragraph of clause 4.5) between the Buyer and the Company. Within 10 (ten) business days of finalisation of the Completion Accounts, the Buyer shall deliver to the Company:

(a) a copy of the finalised Completion Accounts; and

(b) a recalculation of the Enterprise Value and the Fee based on the actual free cash figure shown in the Completion Accounts.

If the recalculated Fee exceeds the Fee paid at Completion, the Buyer shall pay the shortfall (together with any VAT due under clause 4.8) to the Company in cleared funds within a further 5 (five) business days. If the recalculated Fee is less than the Fee paid at Completion, the Company shall, subject to receipt of evidence reasonably satisfactory to it, refund the proportionate excess (together with any VAT refundable) to the Buyer within 10 (ten) business days. For the avoidance of doubt, this clause 4.7 applies only to the free cash component of Transaction Value; no recalculation of, or refund in respect of, any other component of Transaction Value shall apply by virtue of this clause.

4.8 VAT

All sums payable under this clause 4 are quoted net of VAT. VAT shall (where applicable) be charged in addition to the Fee at the rate prevailing at the date of Completion, and shall be paid by the Buyer at the same time as, and in the same manner as, the Fee to which it relates. The Company shall provide the Buyer with a valid VAT invoice in respect of the Fee and any VAT charged.

4.9 Late payment

The Company reserves the right to charge interest on any sum not paid by the due date at a rate of 4% per annum above the Bank of England base rate from time to time, accruing on a daily basis from the due date until the date of actual payment, whether before or after judgment.

4.10 Audit and dispute resolution

The Client shall, on reasonable written notice from the Company and not more than once in any 12-month period, permit the Company (or its appointed professional advisers, subject to appropriate confidentiality undertakings) to inspect such of the Client's books, records and other documentation as is reasonably necessary to verify the Client's compliance with this clause 4 and the calculation of any Fee, including (without limitation) copies of the executed transaction documents, Completion Accounts and confirmation of any deferred consideration arrangements. Where any such audit reveals an underpayment of more than 5% of the Fee due, the Client shall additionally bear the Company's reasonable costs of the audit. Any dispute as to the calculation of Transaction Value or the Fee which is not resolved within 20 business days of being raised in writing by either party may be referred by either party to an independent firm of chartered accountants (acting as expert and not as arbitrator) appointed by agreement between the parties or, failing agreement, by the President for the time being of the Institute of Chartered Accountants in England and Wales, whose determination shall be final and binding save in the case of manifest error.

4.11 No set-off

The Client shall pay all amounts due under this clause 4 in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4.12 Survival

The Client's obligations under this clause 4 shall survive termination of the Client's membership and of these Terms, and shall continue in full force and effect notwithstanding any such termination.

5. Warranties and Liability

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CLAUSE.

5.1 The Website, Database and all content, functionality and features therein provided by us as part of the Service (the "Materials") are provided "as is" and without warranties or representations of any kind either expressed or implied.

5.2 To the greatest extent permitted by law, we disclaim all warranties of satisfactory quality and fitness for a particular purpose or that content, information displayed in or on the Website and Database is accurate, complete, up-to-date and/or does not infringe the rights of any third party.

5.3 We do not warrant that the functions contained in the Materials will be uninterrupted or error-free.

5.4 Unless expressly stated otherwise in this agreement and to the extent permitted by law, we do not give any other representation, warranty or recourse, express or implied and we hereby exclude all terms, representations and warranties that might otherwise be implied into this agreement.

5.5 Except for any liability for personal injury or death caused by our negligence, or liability for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited as a matter of law, we shall not be liable for any damages, loss or injury arising in connection with these Terms and/or your use of, or the inability to use, the Website and Database, howsoever caused and whether arising in contract, tort (including negligence) or otherwise.

5.6 Without prejudice to any of the foregoing provisions, in no circumstances shall we be liable for any of the following:

5.6.1 loss of profits, loss of business, loss of anticipated savings or loss of reputation (whether direct or indirect);

5.6.2 loss of or damage to data; or

5.6.3 any indirect or consequential damages.

5.7 While we use reasonable efforts to ensure that the Website and Database is free from viruses and other malicious content, neither we nor any other party involved in producing or delivering the Website and Database assumes any responsibility, nor shall be liable for any damage to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, the Website or Database or your downloading of any materials, data, text, images, video or audio from the Website or Database.

5.8 Except where required by applicable law, we shall not be liable to any person for any loss or damage they suffer as a result of viruses or other malicious or harmful content that they access from or via the Website or Database.

5.9 When the Website and Database is accessed on a mobile device, in order to operate it will make use of your mobile data connection. You are advised to check charges and terms with your communications service provider if using the Website and Database abroad or in circumstances where roaming or data charges may apply. We are not liable for any data or other charges incurred as a result of your use of the Website or Database.

5.10 You acknowledge and agree that you must satisfy yourself by means of your own detailed enquiries as to the viability and desirability of a potential acquisition of a business whose details are held on the Website and Database.

5.11 Any transactions resulting from the information which is obtained by a Client pursuant to their use of the Website and Database are personal to the parties to those transactions and the Company is not liable in any respect for any issues or liabilities arising to those parties or from any such transactions.

5.12 We shall not be liable for any loss or damage caused to you as a result of you acting or not acting (as the case may be) on the data comprised on the Website and Database.

5.13 We confirm that we are not representing or acting for or on behalf of any of the businesses for sale whose details are held on the Website and Database.

6. Information received or hosted by us during your use of the Website and Database

6.1 We do not retain any data about your usage of the Website and Database other than as set out in our Privacy Policy.

6.2 For the avoidance of doubt, we may anonymise and aggregate data relating to transactions using the Website and Database and shall own and have the right to exploit such anonymised data for our own business purposes, provided that the data is held in a form which cannot be disaggregated to reveal individual transaction details.

7. Acceptable Use Policy

In your use of the Website and Database, you agree that you will adhere to the Acceptable Use Policy set out above.

8. Confidentiality

8.1 You agree and undertake to us that all information supplied to you by way of the Website and Database as part of the Service shall be used by you for your private use only.

8.2 On becoming a member of the Service, you will be required to complete some basic personal information (excluding banking details), before being given access to the Website and Database.

9. Changes

9.1 We reserve the right to make changes to the functionality, features, feature or content of the Website or Database at any time.

9.2 We may make changes to these Terms (including the Authorised Use Policy and Privacy Policy) on not less than 30 days written notice.

9.3 We may make changes to these Terms (including the Authorised Use Policy and Privacy Policy) on less than 30 days written notice to the extent that such changes are required to comply with law or the rules of any regulator or competent authority.

10. Variation

Unless otherwise required by law or any regulatory or governmental authority, no purported variation of these Terms, the Authorised Use Policy or Privacy Policy will be effective except with the prior written consent of the Company.

11. Third Party Rights

These Terms, the Authorised Use Policy and Privacy Policy are personal to you and the Company and may not be enforced by any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

12. Governing Law and Jurisdiction

12.1 These Terms, the Authorised Use Policy and Privacy Policy shall be governed by the laws of England and Wales and any matter or dispute arising in connection with them or in connection with the Website and Database shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12.2 You are responsible for compliance with applicable local laws relating to the use of or otherwise connected with the Website and Database.

12.3 To the extent that the Website, Database or any activity contemplated by the same would infringe any law of a jurisdiction other than England and Wales, then you are prohibited from accessing or using the Website and Database or attempting to carry on any such offending activity and this provision shall override all other provisions of these Terms.

13. Notices

13.1 A notice given to a party under or in connection with these Terms, the Authorised Use Policy and Privacy Policy shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email:

(i) by the Client to the Company to: support@valius.global(or an address substituted in writing by the Company and served on the Client); and

(ii) by the Company to the Client to the email address provided by the Client when signing up to the Service.

13.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address; or

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the second business day after posting. In this clause 13.2(b) "business day" means a day other than a Saturday, a Sunday, or any other day which is a public holiday; or

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 13.2(c) "business hours" means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

13.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Account Login

Register