Terms of Service

1.1 These Terms of Service (“Terms”) govern access to and use of the platform operated by Enterprise Valuation Labs Pte. Ltd. (“EVL”, “Platform”, “we”, “us”, “our”), including the website, AI-powered valuation tool, and marketplace features (together, the “Service”).

1.2 By registering for, accessing, or using the Service, you (“User”, “you”) agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Service.

1.3 If you access or use the Service on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” refers to that entity.

1.4 We may amend these Terms from time to time by posting updated Terms on the Platform and, where the changes are material, notifying registered Users. Continued use of the Service after the effective date of any amendment constitutes acceptance of the amended Terms.

In these Terms, the following definitions apply:

“Accredited Investor” and “Institutional Investor” have the meanings given in Section 4A of the Securities and Futures Act 2001 of Singapore (as amended, the “SFA”).

“Company” means a User that registers to obtain a Valuation Report and/or create a Listing for the purpose of seeking a sale of its shares or business/assets, and/or seeking investment.

“Company Data” means all information, documents and materials submitted by a Company to the Platform, including financial statements, business plans, capitalisation tables, and related materials.

“Confidential Information” has the meaning given in clause 8.1.

“Contact Unlock” has the meaning given in clause 6.3.

“Introduction” means any instance in which a User obtains access to another User’s profile, contact details, Listing detail, Valuation Report, or Confidential Information via the Platform.

“Investor” means a User that registers to browse Listings and/or receive Introductions for the purpose of evaluating a potential investment in, or acquisition of, a Company.

“Listing” means a Company’s profile as made available for browsing by verified Investors on the Platform.

“User” means any Company or Investor registered to use the Service.

“Valuation Report” means any output, estimate, range, or report generated by the Platform’s AI-powered valuation tool.

3.1 The Service is a technology and information platform. It provides (a) an AI-powered tool that generates indicative valuation estimates based on data submitted by a Company, and (b) a marketplace by which a Company may create a Listing that verified Investors may browse and, at their own initiative, seek to be introduced to.

3.4 Once Users are introduced via the Platform, all further communication, negotiation, due diligence, documentation, and completion of any transaction takes place entirely outside the Platform and is the sole responsibility of the Users involved. EVL is not a party to, and has no visibility over, that process.

3.5 EVL does not verify, guarantee, or take responsibility for the outcome of any transaction, whether or not it results from an Introduction made via the Platform.

4.1 The Service is available to corporate entities and their authorised representatives. It is not intended for use by individual consumers acting in a personal capacity, other than a natural-person Investor who separately qualifies as an Accredited Investor.

4.2 Investor Users must, at the time of registration and on an ongoing basis, qualify as an Accredited Investor or Institutional Investor. The Service is not available to, and must not be used by, retail investors.

4.3 Each Investor must complete EVL’s self-certification process, under which the Investor identifies the specific limb(s) of the SFA definition it satisfies and makes a declaration to that effect. EVL may, at its discretion, request supporting documentation (such as financial statements, notice of assessment, or a statutory declaration) and may suspend or decline access pending verification.

4.4 An Investor must notify EVL promptly if it ceases to qualify as an Accredited Investor or Institutional Investor, and must cease using the Service (other than to wind down any transaction already substantially in progress) from that point.

4.5 EVL reserves the right to decline registration, or to suspend or terminate access, for any User at its discretion, including where EVL reasonably believes a User does not meet, or has misrepresented, its eligibility.

5.1 A Valuation Report is generated automatically by the Platform’s AI models based solely on the Company Data submitted by the relevant Company, together with market and comparable-transaction data available to EVL.

5.2 A Valuation Report is an indicative, automated estimate only. It is not, and must not be relied upon as, a formal valuation, fairness opinion, or professional valuation for any statutory, accounting, tax, litigation, or other formal purpose, and is not prepared or reviewed by a qualified valuer, accountant, or corporate finance professional unless EVL expressly states otherwise in writing.

5.3 EVL does not independently verify, audit, or investigate the accuracy or completeness of any Company Data. A Valuation Report is only as reliable as the Company Data on which it is based.

5.4 A Company may, at its sole discretion, choose whether or not to share its Valuation Report (or any part of it) with Investors as part of, or alongside, its Listing. Any decision to share, and any figure disclosed, is the Company’s own statement and is not adopted, endorsed, recommended, or verified by EVL.

5.5 To the fullest extent permitted by law, EVL gives no representation, warranty, or guarantee of any kind, express or implied, as to the accuracy, completeness, reliability, or suitability of any Valuation Report for any purpose, or as to the price at which any transaction involving the relevant Company might actually be agreed.

5.6 No User should make any investment, acquisition, disposal, or financing decision in reliance on a Valuation Report alone. Each User is responsible for obtaining its own independent professional valuation, financial, legal, and tax advice.

6.1 A Company may create a Listing describing itself and, at its option, the transaction it is seeking (a sale of shares, a sale of business/assets, an investment round, or a combination).

6.2 Investors may search and browse Listings at their own initiative. EVL does not push, recommend, or otherwise direct specific Listings to specific Investors, and does not curate or algorithmically match Users to one another.

6.3 An Investor may request to unlock a Company’s contact details or further information (a “Contact Unlock”) on payment of the applicable fee under clause 9. A Contact Unlock constitutes an Introduction.

6.4 EVL facilitates the initial Introduction only. EVL is not a party to, and has no responsibility for, any communication, negotiation, due diligence, agreement, or transaction that follows an Introduction.

6.5 EVL does not conduct anti-money laundering, counter-terrorism financing, source-of-funds, or other know-your-customer checks on Users beyond the eligibility self-certification in clause 4. Each User is responsible for conducting its own due diligence on any counterparty, and for its own compliance with applicable law, including any anti-money laundering or sanctions requirements applicable to a transaction it enters into.

6.6 EVL does not guarantee that any Company will receive an Introduction, offer, or investment, or that any Investor will find a suitable opportunity.

7.1 Where a Company uses the Service in connection with an actual or proposed offer of shares, debentures, or other securities, the Company is solely responsible for ensuring that the offer complies with Part XIII of the SFA and all other applicable law, including as to whether a prospectus is required or an exemption is available, and the manner and audience of any communication about the offer.

7.2 EVL takes no responsibility for, and makes no representation as to, the legality, structure, or regulatory status of any transaction or offer made by a Company via or in connection with the Service.

8.2 EVL will keep Company Data confidential and will use it only: (a) to provide the Service to the relevant Company, including generating its Valuation Report and operating its Listing; (b) to share with an Investor to the extent, and only to the extent, the Company elects to share it; (c) as permitted under clause 10 (AI Training); and (d) with EVL’s service providers (such as hosting and AI infrastructure providers), under obligations of confidentiality no less protective than this clause.

8.3 An Investor that receives Confidential Information about a Company via an Introduction must: (a) keep it confidential; (b) use it solely to evaluate a potential transaction with that Company; and (c) not use it for any competitive purpose or disclose it to any third party, other than the Investor’s own professional advisers under a like obligation of confidentiality.

8.4 EVL may disclose Confidential Information where required by law, regulation, or a competent court, regulator, or authority, and will, where legally permitted, give the relevant User reasonable notice before doing so.

8.5 This clause 8 survives termination of these Terms and continues to apply to Confidential Information disclosed before termination.

9.1 EVL charges fees on the basis set out on the Platform at the time of the relevant transaction.

9.2 No fee charged by EVL is calculated by reference to, or contingent upon, the completion, value, or terms of any transaction between Users. Fees are payable regardless of whether any transaction is ultimately agreed or completed.

9.3 Fees are exclusive of GST and other applicable taxes, which will be added where applicable. Except as required by law or expressly stated on the Platform, fees are non-refundable once paid.

9.4 EVL may change its fees prospectively by posting updated fees on the Platform.

10.1 In addition to using Company Data to provide the Service to the relevant Company, EVL may use Company Data and User activity data to develop, train, test, and improve EVL’s AI models and related technology, including to enhance the accuracy of Valuation Reports generated for other Users.

10.2 EVL will not, in any output or Valuation Report provided to another User, disclose another Company’s raw, un-aggregated Company Data, or reveal that Company’s identity or identifiable financial figures.

10.3 On termination of a Company’s account, EVL will, on request, delete or de-identify the Company’s Company Data from its active systems within a reasonable period, except to the extent EVL is required to retain it by law or for the establishment or defence of legal claims. Company Data that has already been used to train an AI model prior to the deletion request may continue to be reflected in that model in a non-extractable, statistical form, as it is not technically feasible to remove the influence of individual training data from an already-trained model.

10.4 This clause 10 does not affect EVL’s obligations of confidentiality under clause 8, or its obligations in respect of personal data under the Privacy Policy.

11.1 As between EVL and Users, EVL owns all right, title and interest in and to the Platform, including its software, AI models, algorithms, valuation methodology, Valuation Reports, and all content, design, and trade marks forming part of the Service (together, “EVL IP”), save for Company Data.

11.2 As between EVL and a Company, the Company retains ownership of its own Company Data. The Company grants EVL a non-exclusive, worldwide, royalty-free licence to use, reproduce, and process Company Data for the purposes described in clauses 8 and 10.

11.3 No User may copy, reproduce, distribute, publish, reverse-engineer, or create derivative works from any EVL IP, including any Valuation Report, other than for that User’s own internal evaluation of a potential transaction on the Platform.

11.4 Nothing in these Terms transfers ownership of any Company’s trade marks, trade names, or business information to EVL, other than the licence in clause 11.2.

12.1 For a period of 24 months from the date of the first Introduction between a Company and an Investor (or any of the Investor’s affiliates, or any fund or vehicle managed or advised by the Investor or its affiliates), neither the Company nor the Investor may, directly or indirectly, enter into, solicit, negotiate, or facilitate any transaction with the other party (or such affiliate, fund, or vehicle) other than by way of a transaction that proceeds via the Platform, without EVL’s prior written consent.

12.2 This clause 12 applies regardless of whether the relevant Introduction was made via a paid Contact Unlock or otherwise, including where a User obtains a counterparty’s identity or contact details from a Listing, teaser, or other Platform content and contacts that counterparty independently.

12.4 This clause 12 survives termination of these Terms.

13.1 The Service, including all Valuation Reports and Listings, is provided on an “as is” and “as available” basis.

13.3 Nothing on the Platform constitutes, and nothing on the Platform must be relied upon as, an offer, solicitation, invitation, recommendation, or advice to buy, sell, subscribe for, or otherwise deal in any security or investment.

13.4 EVL is not a party to, and gives no guarantee in respect of, any transaction entered into between Users, whether or not facilitated by an Introduction.

14.1 Nothing in these Terms limits or excludes EVL’s liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by EVL’s negligence, in each case to the extent such liability cannot be excluded or limited under Singapore law.

14.2 Subject to clause 14.1, EVL will not be liable to any User for any indirect, special, incidental, or consequential loss, or for any loss of profit, revenue, business, goodwill, anticipated savings, or opportunity, or for any loss or corruption of data, arising out of or in connection with these Terms or the Service, however arising and whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if EVL has been advised of the possibility of such loss.

14.3 Subject to clause 14.1, EVL’s total aggregate liability to a User arising out of or in connection with these Terms or the Service, whether in contract, tort, breach of statutory duty, or otherwise, will not exceed the higher of (a) the total fees paid by that User to EVL in the 12 months preceding the event giving rise to the claim, and (b) S$1,000.

14.4 Each User acknowledges that it has not relied on any representation, warranty, or statement by EVL other than as expressly set out in these Terms in deciding to use the Service.

16.1 A User may close its account at any time by written notice to EVL.

16.3 On termination, any accrued and unpaid fees remain payable, and clauses 8 (Confidentiality), 10.3 (AI Training — retained data), 11 (Intellectual Property), 12 (Non-Circumvention), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnity), and 17 (General) survive termination.

17.1 Governing law and jurisdiction. These Terms are governed by the laws of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore.

17.2 Entire agreement. These Terms, together with the Privacy Policy and any terms expressly incorporated by reference, constitute the entire agreement between the User and EVL in respect of the Service, and supersede all prior agreements and understandings.

17.3 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

17.4 No waiver. A failure by EVL to enforce any provision of these Terms is not a waiver of its right to do so later.

17.5 Assignment. EVL may assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, or sale of assets. A User may not assign these Terms without EVL’s prior written consent.

17.6 Third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of these Terms.

17.7 Notices. Notices to EVL should be sent to ben@enterprisevaluationlabs.com. Notices to a User may be sent to the email address or contact details provided at registration.

17.8 Force majeure. EVL is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control.