This website is operated by Valithea OÜ, incorporated in Estonia with the Registry n° 14527981 and VAT n° EE102084940.
Last Modified: 22nd September 2020.
Valithea OÜ (“Valithea”, “Advisor”, “we”, “us”, “our”, “I”, “me”) provides financial and transaction advisory services. These terms and conditions (the “Terms and Conditions”), as may be amended from time to time, govern your use of: (i) Valithea’s website located at www.valithea.com (the “Website”); (ii) services purchased by you through the Website (the “Deliverables”); (iii) other related services, training and publications provided by Valithea from time to time (collectively, the “Content,” and when referenced together with the Website, the Deliverables, Additional Services and Content, the “Services”).
By using the Services, including, without limitation, submitting your order for the Deliverables on the Website, registering and creating a User account, you, the Client (“User”, “Client”, “you”, “your”), agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, you are not authorised to, and must not, use the Website. We may, in our sole discretion, amend these Terms and Conditions at any time by posting a revised version on the Website.
The full name of our company is Valithea OÜ. We are registered at Sepapaja 6, Tallinn 15551, Estonia. You can contact us by writing to that address or by email at [email protected] These Terms and Conditions are provided in English language only.
AS THESE TERMS AND CONDITIONS LIMIT OUR LIABILITY TO YOU, PLEASE READ THEM CAREFULLY. If you purchase a service, please save a copy of there Terms and Conditions, or ask us to supply a copy related to your order date.
- If you are offering to purchase a Product on behalf of an entity, organisation, or company, you represent and warrant that you have the authority to bind that organization to these Terms and Conditions and you agree to be bound by these Terms and Conditions on behalf of that organization.
- The Company Name, Address and if available, Tax Number, should be filled in and submitted before a project can be approved.
- We do not offer services to third-party clients through mediators or other consultants, we only work directly with the end client.
- Our website and every service includes an indication of the scope and target audience: it is your responsibility to purchase the right service for your requirements, for which we offer support and guidance.
- Advisor is only available for calls when these are scheduled through the provided calendar link. All email will be answered between 1-2 working days, no communication under 24 hours is promised or guaranteed for either new clients or existing clients.
- Valithea grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license, to use the Services for your own individual use and to access, install, use, internally copy, internally distribute, the Deliverables made available by Advisor.
- Except as expressly permitted in writing by Valithea, you must not permit any other person to use the Deliverables except only for your benefit, the Client, and the transaction(s) for which the Deliverable was prepared, or you must not permit any other person to exercise any of the other rights granted by us to you under this Client Agreement.
- Client shall order any services online through the online shop of Valithea.com, after which Valithea will approve the transaction, and after approval, Client will receive an invoice. Client shall pay Advisor for the Deliverables in advance through the online payment gateway or bank account provided. If additional Client information are required before accepting the service and before issuing an invoice, Valithea will request additional information through the email provided. In some cases, when requested by you, we will send a separate invoice for bank payments which there Terms & Conditions still apply.
- If a transaction is paid and it is subsequently not approved on our side, due to our responsibility, the funds paid will be refunded in full. If you are responsible for purchasing a service you are not eligible for (e.g. consultants or middlemen, or services that can only be purchased in conjunction with a financial plan and other services as clearly indicated), we will refund the sum paid minus any transaction fee already charged by our payment providers.
- If you order a service but do not pay for the services ordered within 14 days, the order will be cancelled, and you may order the service again at the current price and Terms & Conditions.
- The Advisor shall keep the Confidential Information shared by Client in the course of the assignment described in each Description of Work secret and confidential for a period of 18 months from the Commencement of Agreement for each Deliverable.
- The confidentiality provisions do not prevent Advisor from describing to potential Clients any Services provided by Advisor described in the relevant Description of Work, and to list it among its public references once the Services or Deliverables are completed.
- Commencement of Agreement: Date when Service Fee is paid by Client through an online purchase of a Deliverable.
- When you purchase a service, and pay us, we will start the project on the following business day.
- We provide advanced but standardised documents: any customisation of the document and additional analyses requested will be subject to an additional fee.
- Special provisions apply to the Calculation Engagement.
Key T&C: This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
ARTICLE A: TERMS AND CONDITIONS OF YOUR USE OF THE SERVICES
This Article A governs your use of the Services.
You must be at least eighteen (18) years old to offer to purchase a Product. By agreeing to these Terms and Conditions, you represent and warrant to us that you are at least eighteen (18) years old. If you are offering to purchase a Product on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and Conditions and you agree to be bound by these Terms and Conditions on behalf of that organization. You also agree that you are the end-client for whom the service is intended, and that you are not an intermediary earning a mark-up on Valithea’s services, unless you purchase a service that is specifically intended for you as intermediary aand agreed with us beforehand. Our website and every service includes an indication of the scope and target audience: it is your responsibility to purchase the right service for your requirements, for which we offer support and guidance by Skype and email.
(2) Refund Policy
If you purchase a service that is not intended for you and/or your company, or if you expect us to provide services that do not comply with our professional and ethical standards, or that are against the law or involve conflicts of interest, we retain the right to refund it to you and not carry out the service. Valithea has the right to refuse any client or project, before the project has been approved, without providing any reason. Once a payment has been approved, Valithea is committed to bring the project to completion. You agree to provide true, accurate, current and complete information about yourself when you register or order Services from us, which affects our decision when accepting or rejecting a service.
If a transaction is paid and it is subsequently not approved on our side, due to our responsibility or choice, the funds paid will be refunded immediately in full. If you are responsible for purchasing a service you are not eligible for (e.g. consultants or middlemen that plan to use our work to resell to third-parties and for other commercial purposes, or services that can only be purchased in conjunction with a financial plan or other services as clearly indicated on the product page), we will refund the sum paid minus any transaction fee already charged by our payment providers (usually up to 5%).
When you purchase a service, without any success fee or commission fee attached, and pay us, we will start the project on the following business day. You can decide at any point to cancel the service: we will then refund any unused hours to you, minus any transaction fees charged by our payment providers. Advisor is not required to record the hours in a software, oral proof of the hours will suffice.
If a refund is requested by Client before a document is delivered, the document cannot be delivered, even if the refund will be partial.
(3) System and Payment Requirements
Use of the Services requires a computer or similar device, internet access (at the time that you register, create appointments, create and make changes to your account), email, the use of phone applications for the Advisor-Client communication. Because use of the Services involves hardware, software, the use of a calendar app to schedule calls, the use of an online payment system, your ability to use the Services may be affected by the performance of these factors. You agree that such requirements are solely your responsibility.
(4) Accessing the Services
a. Purchasing the Deliverables can take place without an account. It is your choice whether you decide to register an account on the site during the check-out process. After you have purchased the Products, you may access the consulting part the Services by using a link provided to schedule a call (Calendly). Advisor is not bound to accept any meeting or call not scheduled through the application Calendly.
b. Account Information. Creating an account is optional. As a registered user, you will have login information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you should preserve the confidentiality of your username and password. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify Valithea by email at [email protected] You are solely responsible for your own losses or losses incurred by Valithea and others due to any unauthorised use of your account.
c. The Company Name, Address and if available, Tax Number, should be filled in and submitted before a project can be approved.
(5) After-sale service
We do not offer free after-sale service for products that were considered to be delivered in full. Any questions related to the documents, their contents, formulas and their use in a financial transaction is considered a consulting service, and not technical assistance, and can therefore be purchased through the appropriate links, if free consulting is not included in the service option.
Technical assistance is only related to the purchasing process.
ARTICLE B: CLIENT AGREEMENT
You must only use the Services in accordance with these Terms and Conditions, including the Client Agreement set forth below.
(1) Acceptance of This Client Agreement
Your utilisation and purchase of the Deliverables, demonstrates your express acknowledgment and agreement to the terms of this Client Agreement.
(2) The Parties
The following agreement will define the scope and conditions of the work between Advisor and Client, hereinafter collectively referred to as “Parties”:
- whereas Advisor is willing to perform certain services and/or deliver certain results hereinafter described in accordance with the provisions of this Agreement.
- whereas Client wishes to receive certain services and/or from Advisor.
- whereas both Parties wish to enter into this Agreement.
- therefore the Parties agree to the Terms and Conditions contained in this Agreement.
- “Agreement” shall mean there Terms and Conditions, together with any future written amendments and any Statements subsequently issued under this Agreement as may be executed by the Parties.
- “Description of Work” shall mean the information contained in Section C describing the Deliverables to be provided to Client, including the delivery and term of an individual project, prerequisites to be met, information requested, specific obligations of the Parties and defined Deliverables.
- “Deliverables” shall comprise of any services and results to be rendered by Advisor.
- “Client” shall mean the company or an individual person who accepts this agreement and purchases a service from Valithea.
- “Effective Date of this Agreement” shall mean the date of execution of this Agreement, corresponding to the date when the purchase and payment take place.
- “Confidential Information” in the sense of this agreement shall mean any commercial, financial, technical or any other information and knowledge that is not public domain, whether it has been made accessible in writing, orally or by inspection; including without limitation:
I. information on the Corporate Finance Transaction per se and on the relevant negotiations,
II. all staff particulars, reports, presentations, investment memoranda as well as customer data,
III. analyses, comparative studies, compendia or other documents, which are drawn up by Client or its employees or agents.
Information need not be otherwise designated confidential.
(4) Licence to Use Services
Under this Agreement, Advisor may provide and Client may receive Services or certain Results altogether referred to as “Deliverables”.
During the term of this Agreement, Advisor shall provide the Services as set forth in any applicable Description of Work and Client shall have the option to receive such Services subject to the terms and conditions set forth below. All Deliverables are separable and are deemed to be accepted when made available to Client by Advisor.
Subject to these Terms and Conditions, Valithea grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license, to use the Services for your own individual use and to access, install, use, internally copy, internally distribute, the Deliverables made available by Advisor. The foregoing limitation to individual use notwithstanding, if you are an employee of a business entity entering into transactions on behalf of such entity, you represent and warrant that, as such entity’s employee and/or agent, you are duly authorized to bind such entity to the Terms and Conditions and all transactions effected by means of the Services. You agree not to, and you will not permit any third party to, (i) take any action that would jeopardize, limit or interfere with Valithea’s rights to the Deliverables; (ii) allow a third-party to copy, translate, publish or create derivative works of the Products or any component or feature of the Services; (iii) resell, distribute, trade or make any other commercial use, modify, reverse engineer, decompile or disassemble the Deliverables or any applicable component or feature of the Services; (iv) access or monitor any material or information on any of Valithea system using any manual process or robot, spider, scraper, or other automated means; or (v) use the Services for illegal or fraudulent purposes. Nothing contained in this Agreement shall be construed to grant Client the right to publish, sell, distribute, market or sublicense the Deliverables, in whole or in part, commercially or non-commercially, to any third party without the prior written consent of duly authorised representatives of Advisor, which consent Advisor may withhold for any reason. You further agree to use the Services for purposes that are permitted by these Terms and Conditions and in accordance with all applicable laws and regulations.
(5) Prohibited Uses
Except as expressly permitted in writing by Valithea, you must not permit any other person to use the Deliverables except only for your benefit, the Client, and the transaction(s) for which the Deliverable was prepared, or you must not permit any other person to exercise any of the other rights granted by us to you under this Client Agreement. All intellectual property rights and other rights in and to the Deliverables which are not expressly granted to you herein are expressly reserved by us and will remain our property and the property of our licensors, as applicable. Your use of the deliverables will be subject to any technical or contractual limitations imposed by third-party licensors in relation to the Deliverables and/or Services.
The files and templates given will likely contain a company disclaimer of Valithea OÜ, which cannot be removed as excel templates will be partly locked for some Deliverables, with a non-removable client name. Client can request the removal of the Disclaimer and the unlocking of the spreadsheet for a fee, however Advisor can refuse for any reason. The permission given to third-parties to use the Deliverables for their own benefit or for commercial purposes not related to you, the Client, represents a damage to Valithea estimated at € 10,000 per document. Hacking the financial model password-protected features for third-party uses or commercial uses, in order to earn a fee on our work, represents a damage to Valithea estimated at € 10,000.
(6) Charges and Payments; Taxes
Client shall order any services online through the online shop of Valithea.com, after which Valithea will approve the transaction, and after approval, Client will receive an invoice. Client shall pay Advisor for the Deliverables in advance through the online payment gateway or bank account provided. Some payments gateways have a transaction fee discount subtracted from the total price. If additional Client information are required before accepting the service and before issuing an invoice, Valithea will request additional information through the email provided. If a transaction is paid and it is subsequently not approved, the funds paid will be refunded. If you order a service but do not pay for the services ordered within 14 days, the order will be cancelled, and you may order the service again at the current price and Terms & Conditions. In some cases, when requested by you, we will send a separate invoice for bank payments which there Terms & Conditions still apply.
Before the initial payment is carried out, both Client and Advisor can cancel the agreement for any reason.
The charges, if any, for your acquisition of the Deliverables will be as set forth on the Website and in these Terms and Conditions, as amended from time to time. You must pay to us the charges required for the use of the Deliverables, in cleared funds, in accordance with the instructions on the Website or in the Terms and Conditions, in advance of our provision of any Deliverables or Content. We may vary charges for Deliverables from time to time by posting new charges on the Website or in these Terms and Conditions. However, such variations will not affect Services for which you have already paid.
All initial prices are quoted exclusive of VAT and any other applicable taxes, all of which are the responsibility of Client. We use third-party applications to calculate automatic taxes applied to the Basket for transaction that take place on our Website. In very rare occasions, these may deviate from the tax chargeable to the Client according to the location and company form. We are committed to verifying the correctness of the taxes charged or not charged during the transaction, and to remedy any mistakes. In case you were wrongly charged sales tax, we will refund this to you. If you owe sales tax to us that was incorrectly not charged on your transaction, we will request a payment of the due sales tax, and in this case we will move the Deliverable start date to the date when the tax is paid through bank transfer. If you do not want to continue with the transaction due to the additional taxes payable, you may choose to have the transaction refunded. Full refunds may not be granted when the incorrect tax charges were due to the customer entering incorrect or incomplete information in the checkout form, or may be refunded only after subtracting any working hours that were already carried out.
We typically serve entrepreneurs and investors who may have businesses in different locations or may purchase Deliverables as private individuals despite needing business consulting. You are required purchase our Deliverables through the appropriate business vehicle, or we recommend that you contact us beforehand to inquire about the most appropriate vehicle to use. Please use your business details when ordering the service if possible. If the wrong business vehicle is entered, the fee for changing the name on the contract is set at € 50.
Except as otherwise provided for in this Agreement, or as may hereafter be established by an agreement in writing executed by duly authorised representatives of the Parties, all expenses incurred by each Party shall be borne by the Party incurring the expense.
(7) Confidentiality and Data Protection
The Advisor shall keep the Confidential Information shared by Client in the course of the assignment described in each Description of Work secret and confidential for a period of 18 months from the Commencement of Agreement for each Deliverable. Both Parties may disclose the existence of this Agreement and general market information related to the project, but shall keep the terms and conditions of the work confidential.
Advisor and all of its members are authorised to electronically save the agreement data (name, address, contact person, subject of agreement, fees and time frame) for the avoidance of conflicts of interest, for securing their professional independence and compliance with stipulated stock legislations.
Both Parties are permitted to share Confidential Information to its representatives, employees and external advisors, as long as reasonable effort is made to ensure their compliance with this confidentiality agreement. Advisor will keep copies of the Deliverables and supporting information for 7 years to comply with professional standards, and therefore the deletion of the information can only be granted in a separate agreement.
Should one of the parties be legally obliged to disclose to third parties or state agencies any information received from the relevant other party, it shall, if and to the extent that it is legally permitted to do so, immediately inform the relevant other party in writing after it has become aware of this obligation itself.
The aforementioned obligations do not apply to such knowledge and information which was demonstrably
• public domain at the time of transmission,
• has become public domain without fault attributable to the receiving Party
• is lawfully obtained by a third party, or
• already available to the receiving Party before agreeing to these Terms & Conditions.
In all cases, the burden of proof lies with the Parties.
Nothing in this Agreement will prevent Advisor from marketing, developing, using and performing services similar to the Services furnished under this Agreement. Unless otherwise agreed Advisor will not be prevented from using ideas, concepts, expressions, know-how, skills and experience possessed by it prior to performance under this Agreement.
The confidentiality provisions do not prevent Advisor from describing to potential Clients any Services provided by Advisor described in the relevant Description of Work, and to list it among its public references in the event that the Services or Deliverables are completed. Advisor can display the progress towards set goals that were agreed in writing between Client and Advisor and their completion status, provided that only brief information is displayed. The meaning of completion of work and date when the company’s logo and brief service description can be rightfully published by Advisor, if Advisor so wishes, is at the end of the Consulting Period for the specific Deliverable.
Advisor is not bound to sign any external NDA. Any additional agreement that the client wishes to sign and negotiate with advisor can take place by purchasing the ‘Personalised Contract’ option. In this case, we will submit an online contract in your and our name that you can edit, or you can submit one of your contracts. However, we cannot ensure that we will sign and agree to sub-standard clauses and we will take any clause seriously. In case we will not come to an agreement, and if you have already paid for the full project, we will refund the amount paid, minus the Personalised Contract Fee and any transaction fee already charged by our payment providers. We recommend purchasing only the ‘Personalised Contract’ option if you want us to agree to a specific contract before accepting the project.
You may also request to sign this agreement before we agree on a project, in order to share confidential information in advance. In this case, the Non-Disclosure Clause applies, but the clauses contained in Article C: Description of Work, do not apply to you before the purchase of services.
In most cases, we request advance payments. However, in cases when we grant later payments and Client fails or refuses to pay for an invoice, for a period of at least 10 days after the invoice delivery, for services that have already been delivered in full or in part, Advisor will no longer be required to keep any information regarding Client confidential and all duties regarding confidentiality will be annulled.
(8) Cooperation and Timing
Client will cooperate in good faith with Advisor to achieve the objectives of the Description of Work and the Agreement; including but not limited to timely fulfilling Client’s obligations as set forth in this Agreement, providing Advisor with timely access to appropriate Client personnel for additional information, and responding promptly to any request from Advisor to provide information, approvals, decisions or authorisations. Client agrees that Advisor’s performance is dependent on Client’s timely and effective cooperation with Advisor. Accordingly, Client acknowledges that any delay in the submission of information of availability by Client may result in Advisor being released from a scheduled deadline. Information should be submitted in English language only, unless otherwise agreed on a case-by-case basis, and all figures to be used in the project should be submitted in excel only.
Excusable Delay: Notwithstanding any provision herein to the contrary, neither Party shall be liable or deemed to be in default for any delays or failure in performance or non-performance under this Agreement resulting directly or indirectly from causes beyond its reasonable control. The Party so delaying shall promptly notify the other Party in writing of the reasons for the delay (and the likely duration of the delay). Foreseeable work commitments and changes in strategy do not constitute causes beyond reasonable control, therefore in these circumstances projects can only be extended after the set deadline for an additional fee.
Information and requests for modifications should ideally be communicated to Advisor at the latest one week before the end of the Service Period to allow Advisor to include the information in the final document. If information is submitted later for Advisor to reasonably update any documents within the set retainer time, Advisor will be released from the standards of quality typically upheld and from the duty to submit a complete final document, unless the service is extended for a fee.
Advisor is typically available on weekends and bank holidays only on an elective basis and in case of urgent need. Any absence longer than two working days that may interfere with the project completion and deadline will be communicated to Client at the start of contract, before the project is accepted, or at least two weeks in advance. The unavailability of Advisor to set up a meeting on one specific working day, or at a specific time requested by Client is in no event a reason to claim the unavailability of Advisor to complete the work (we recommend setting up a meeting or call at least 24 hours in advance). We only accept call time selection through our Calendly.com account, which is accessible on the website and which will be sent through private communication as well. Only absences longer than 2 working days will be communicated.
Constant availability through messaging apps and for unscheduled calls is in no way guaranteed nor part of our services. All email will be answered between 1-2 working days, no communication under 24 hours is promised or guaranteed for either new clients or during an assignment, except when an additional fee is paid under request for fast-track communication where it applies.
(9) Force Majeure
If Valithea accepts your offer to purchase a Product, Valithea will not be liable to you for any delay, including any delay due to an event beyond Valithea’s reasonable control, such as an act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of Valithea’s control. In the case that we are unable to carry out or complete a Deliverable because of Force Majeure or personal indisposition which is beyond our reasonable control, we will refund the service, minus the corresponding fee for any working hours already carried out.
(10) Amendment of Client Agreement
Valithea reserves the right to modify and/or change any of the terms and conditions of this Client Agreement at any time and without prior notice. By continuing to use the Services after Valithea has posted on its Website a modification of this Client Agreement, you agree to be bound by the modified Client Agreement. However, this only affects future Deliverables purchased, and not ongoing or past Deliverables.
We recommend saving a current copy of the agreement when purchasing services on our website. We will also keep a copy of the agreement that applies to each Deliverable.
(11) Disclaimer of Warranties Relating to the Deliverables
We do not warrant that:
a. Your use of the Deliverables will be uninterrupted or error-free; or
b. The Deliverables will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and we disclaim all liability relating thereto.
(12) Termination of Client Agreement
Client can cancel any Deliverable with immediate effect, unless otherwise stated in the relevant Description of Work. However, after the work has begun, the Service Fee can no longer be refunded in any part. All Success Fees or Confidentiality Agreements remain in place according to the set time limit.
Without prejudice to our other rights under this Client Agreement or the Terms and Conditions, if you breach this Client Agreement or the Terms and Conditions in any way, or if we reasonably suspect that you have breached this Client Agreement or the Terms and Conditions in any way, we may terminate the Client Agreement immediately by sending to you written notice of termination (which may be given by electronic transmission). We may also terminate our agreement and suspend the current service if we believe that you may be involved in illegal actions, if we believe that you be offering an investment that is unethical or that does not benefit investors, or when you withhold information that is critical for investors to decide on the viability of your company. If we terminate a Client for this reason, we will not refund to you the transaction charges or any element of the charges you have already consumed. We may only refund any unused part of the services, corresponding to the total fee minus the fee for the working hours already carried out.
ARTICLE C: DESCRIPTION OF WORK
(1) Commencement of Agreement: Date when Service Fee is paid by Client through an online purchase of a Deliverable. Advisor will provide electronic confirmation with an invoice to Client within 1 working day, provided that no additional information of VAT documents are required to process the service. Working Days are from Monday to Friday.
Immediately after payment, Client can schedule a call with Advisor through the link provided, as well as submit any information requested under the specific service.
(2) Services and documents are rendered according to the description under each service. Client cannot request a large change in the document templates of the financial plan or investor-ready documents that deviates from the core structure and format of our documents, unless an additional fee is applied. Advisor reserves the right to decide when requests for changes deviate from our core service and should incur an additional fee, which will be proposed to the Client. For example, the financial plan has add-on pages that can be purchased separately, including custom pages, and the fundraising website can only be customised to the extent that we deem necessary for the scope of the project. If there is an inconsistency between the service description and the Terms and Conditions, the Terms and Conditions apply.
Most services include the following information:
a. Provisional Delivery of first draft: Number of days it takes for the Deliverables to be submitted to Client, starting from the time when all key information is submitted to Advisor. The project will start the day after. The Client is responsible to be ready to start the project at the time of purchase and is responsible for submitting timely information.
b. It is possible to have an anticipated delivery of some documents in exchange for a ‘Faster Delivery‘ fee, payable for each day and each service to be delivered in advance of the Provisional Delivery.
c. Duration of Service: This includes the date until when the services lasts, during which Client can request unlimited consulting calls and revision of the work, starting from the day when the service is purchased and paid. The Client is responsible to make time to review the documents submitted during this period and to purchase the service at a suitable time. The Start Date of the project cannot be postponed, the project cannot be paused and the Duration of Service is not extendable, except for an additional fee.
On-site work: for most services, the fee does not include on-site work or personal meetings, unless otherwise specified. If requested, the on-site service fee and estimated travel budget are payable in advance of booking and can be agreed upon with an additional Agreement.
(3) Valithea does not render and the Client will not rely on Valithea in particular for any business, investments or commercial matter. It is agreed that Valithea makes no representation, promise or guarantee regarding the successful outcome of any matter in favour, and all expressions relative to the respective transaction are matters of opinion only. Any advice rendered by Advisor to the Client in relation to this engagement may be relied on by the Client only.
The services provided, as agreed, will not include the preparation of any documents outside the scope of the agreed services and not detailed here. If the Client wishes to be provided with additional financial services outside of the scope of the service purchase, these will be subject to a separate written agreement.
(4) Personalised Contract: If Client wishes to receive a separate contract, to sign only through HelloSign, that is tailored to the specific situation and negotiable on both sides, Client can select this option, and request additional customisation in exchange for the relevant fee. In this case, Client will not be subject to the specific Terms & Conditions reserved for online clients. If Client orders services connected to a Success fee or Commission Fee, Client will receive a contract with the same information contained in the Terms & Conditions before payment, when requested in advance as advised.
All details of service provided are valid as displayed on the relevant service page at the time of purchase.
(5) For valuation-related projects, the following applies:
CALCULATION ENGAGEMENT REPORT: Advisor will prepare a short opinion statement on the company valuation, including: an analysis of the Company’s value drivers, investment highlights, analysis of the target market, financial projections and related assumptions, valuation methods, risk estimation, exit possibilities and multiples (if available), as well as considerations for the specific investor (if any). The statement will be between 10-20 pages long for the company (in a detailed power point landscape format, to be delivered only in pdf version).
Olivia Passoni, Certified Valuation Analyst, is responsible for carrying out the assignment. The valuation will be carried out in the form of a Calculation Engagement and it does not represent an independent valuation opinion or valuation engagement. In a valuation engagement the results and processes would differ from the ones agreed upon here. The valuation result will represent a Calculated Value rather than a Conclusion of Value. Consequently, any liability is excluded. The Calculation Engagement will be carried out according to NACVA’s and EACVA’s professional standards on Calculation Engagements, and due to the early-stage of the company, Advisor deviate from typical valuation methods where appropriate and modify these methods according to the circumstances of the specific valuation in order to estimate the Market Value of the selected portfolio startup company. The Calculation Engagement differs from a Valuation Engagement in that the latter may involve more advanced methods: in this case Advisor would require full access to the portfolio company’s data as well as the full collaboration of the companies’ management over a more extended period of time than the one described here, due to the company’s early-stage, in order to arrive at a ‘conclusion of value’.
(6) For hourly-based services, the following applies:
- Any communication and negotiation is also part of the working hours from the time the service is paid.
- If the purchase of new batch of hours from repeat Clients involves additional negotiations or if urgent work is needed before Client can pay for new hours, Advisor can refuse to carry out these activities until the batch of hours is purchased, or any time spent on the project inbetween will be accounted for in the new batch of hours.
- Advisor is providing transaction advisory services to Client in the form of consulting and assistance during the fundraising process. The service does not involve a commission, success fee or finders’ fee, unless otherwise specified, and therefore the payment of the hours is due independently of any result or any involvement in the transaction that takes place in the future.
- Advisor is not required to use any software to record the hours worked.
(7) For M&A services or Investors’ Approach, the following applies:
- The Advisor will act as non-exclusive corporate finance advisor to Client in the envisaged Transaction support services, but will act as an interim CFO during the duration of service. However, we do not recommend hiring multiple advisors as this may disrupt the service and reduce the likelihood of success. We may therefore refuse to sell additional services at a reduced rate if the work becomes ineffective due to the presence of multiple advisors or when members of the team are not aligned towards the same goal, as well as when the company fails to achieve the set milestones. In this case, all other contractual clauses will remain valid.
- It is important that the communication takes place directly with the CEO of Client Company, and that any other team members involved in the transaction are aligned with the goal of achieving a successful Transaction and that the hours used serve this scope.
- Excluded from the fee paid are any possible travel and accommodation expenses or the cost of any external consultants or payment of third-party software or platform for the purpose of the transaction that the Client wishes to use. In the event that travel expenses are incurred and requested by Client, Advisor will notify Client in advance of the budget for selected travel costs, payable in advance before any booking can take place. Advisor does not have any commitment to be in a location in close proximity to Client before any meeting is scheduled and paid for.
- The investors’ approach can be paused by Client any time. The confidentiality agreement and data protection, limitation of liability, commission fee and other payment terms will remain in place as per the Terms & Conditions for each separate hourly package purchased.
- Advisor is obliged to absolute discretion. Advisor is permitted to share the name of Client to any selected potential financial investor according to the financing strategy selected. Some investor-ready documents provided by Client will be shared to prospective investors by Advisor only if the investors express an interest in the company, however without having to sign a Non-Disclosure Agreement (except for the dataroom documents). This process can be revoked or modified in writing by Client anytime and with immediate effect. Advisor will make reasonable effort to prevent the unauthorised access of information. However, Advisor has no responsibility for the investors’ direct or indirect use of information provided by Client, or for information that is leaked or hacked by Third Parties.
- Advisor will also provide support to Client for any queries that might emerge in the course of the approach and negotiations with other investors not contacted by Advisor. Advisor can refuse to carry out tasks and participate in calls not directly involving investors or the financing process, but that are more related to the day-to-day management of the company.
- Advisor and Client will cooperate in good faith and with the same goal of achieving a successful Transaction. Thanks to this goal-alignment, if the cooperation ceases, Advisor will forward any communication to Client that may arrive in the future, or when no remaining hours are in place. However, any additional consulting or communication requires the purchase of additional hours. Advisor may work only on an elective basis on the Mediation with currently interested investors, for the successful Completion of the Transaction, but may choose to do so only in certain circumstances.
- Advisor shall not be required to update documents or any other information provided to the Client for events and circumstances arising after the final handover. Advisor’s reporting will be prepared solely in connection with the specific engagement and may therefore not be suitable for any other purpose. After providing its services under this Statement of Work, Advisor shall not be obliged to draw attention to subsequent modifications of conditions, which did not exist at the Commencement Date or during the execution of the contract.
- Advisor is permitted to hire additional staff or consultants to aid in the transaction.
- Advisor is permitted to modify any services not yet purchased by Client on the website, and to add new services or change prices for new Clients
(8) For the e-Book, the following terms and conditions apply:
- With effect from the date of your accessing this book, we hereby grant you a non-exclusive and royalty-free licence to use the content of this e-Book, but only in accordance with the provisions of these Terms. You may only use the content of this e-Book to assist in your valuation, investment or financing work, but for internal purposes only. Any use of the content of this e-Book should include the following reference and link: ‘ “Startup Valuation in today’s investment market”, Olivia Passoni, 2020, www.valithea.com’.
- This e-Book is not intended to amount to advice on which reliance should be placed. To the extent permissible under applicable law, we therefore disclaim all liability and responsibility arising from any reliance placed on this e-Book, or by anyone who may be informed of any of its contents.
- We may update this e-Book, and its content at any time. If the need arises, we may suspend or stop access to the e-Book. Any of the material in this e-Book may be out of date at any given time, and we are under no contractual obligation to update such material.
You must not distribute copies of this e-Book to third-parties, modify the paper or digital copies of this e-Book in any way, and you must not use the e-Book in any manner which is misleading, inappropriate or use any part of the e-Book out of context or in any manner which is objectionable or offensive.
- You must not use any part of the materials on the e-Book for commercial purposes without obtaining a licence to do so from us.
- You shall:
ensure the e-Book are used solely in conformance with directions and standards as notified by us from time to time;
use the e-Book or part thereof only in the form made available to you;
not use the e-Book in combination with any other document or under any trade mark, mark, name, word, device, symbol or logo without our prior written consent and any use of the Trade Marks must only be as permitted under these Terms;
not do, or omit to do, or permit to be done, any act which will or may, in our reasonable opinion, weaken, damage or be detrimental to the our reputation or goodwill or that associated with the Trade Marks;
not use the Trade Marks in a manner which will or may, in our reasonable opinion, result in any of them becoming generic or our rights in them becoming diluted, or which could otherwise invalidate, jeopardise or invalidate any registration or application for registration of any of the Trade Marks; and
comply with and ensure that your use of the e-Book and the Trade Marks complies with all applicable laws, regulations, industry standards and codes of practice.
- Whilst we take every reasonable precaution and care in relation to the Guidelines, the Guidelines are provided without any guarantees, conditions or warranties as to their accuracy. To the extent permitted by applicable law, we expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity. To the extent permitted under applicable law, we accept no liability for any losses, whether direct or indirect, including loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising from your use of the Guidelines or any part of them, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
ARTICLE D: GENERAL PROVISIONS
(1) Limitation of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS RELATING TO THE SERVICES, AND/OR TO THE USE OF THE SERVICES, THAT ARE NOT EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VALITHEA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, VALITHEA, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT: (I) THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; (II) THE SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
(2) Limitations of Valithea liability
NOTHING IN THESE TERMS AND CONDITIONS WILL EXCLUDE OR LIMIT OUR LIABILITY FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALITHEA, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF, THE SERVICES. UNDER NO CIRCUMSTANCES WILL VALITHEA, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR VALITHEA ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VALITHEA, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION OF THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; AND (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL VALITHEA, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AGGREGATE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF VALITHEA HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE SERVICES ARE CONTROLLED FROM FACILITIES IN ESTONIA. THE COMPANY OPERATES FROM DIFFERENT LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN RISK AND OF THEIR OWN VOLITION AND ARE ENTIRELY RESPONSIBLE FOR THEIR COMPLIANCE WITH ALL APPLICABLE LOCAL LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO EXPORT AND IMPORT REGULATIONS.
Except if they result from Advisor’s intentional act or gross negligence, Client shall defend, indemnify and hold harmless Advisor, its affiliates and their respective officers, directors, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, as incurred, brought by parties other than Client and arising in any manner out of (i) Client’s use of, or inability to use, the Deliverables; (ii) any third party’s use of, or inability to use, the Deliverables made accessible directly or indirectly by Client; or (iii) any breach by Client of any provision contained in this Agreement; (iv) the modification or request of modification of any Deliverables after the first submission to Client by Advisor.
You hereby agree to indemnify, defend, and hold us, our processors, suppliers and licensors (and each of our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms and Conditions, including, without limitation, any violation of our policies; (ii) your wrongful or improper use of the Services; (iii) any transaction submitted by you through the Services; (iv) your violation of any third-party right, including, without limitation, any right of privacy, publicity rights or Intellectual Property Rights; or (v) your violation of any law, rule or regulation of England and Wales, and any other country, state, county, city or jurisdiction in which you reside.
(4) Third-Party Websites
(5) Intellectual Property
Valithea reserves to itself all rights not expressly granted to you in these Terms and Conditions. The Services are protected by patent, copyright, trademark, trade secret and other intellectual property laws. Valithea owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in and to the Services and all copies of the content which comprise the Services.
For the purposes of these Terms and Conditions, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
We may transfer, subcontract or otherwise deal with any or all of our rights and/or obligations under these Terms and Conditions without notifying you or obtaining your consent – provided that, where you are a consumer with respect to a contract under these Terms and Conditions, we will not transfer our rights and/or obligations under that contract in any way which may serve to reduce the guarantees benefiting you under that contract.
You may not assign, transfer, charge, grant or dispose or any right or interest in these Terms or create any trust or sub-contract its performance, or purport to assign, transfer, charge, grant or dispose or any right or interest in or create any trust or sub-contract its performance, in respect of a right or obligation pursuant to these Terms without our prior written approval.
All notices given pursuant to this Agreement shall be in writing, signed by duly authorised representatives of the Parties and delivered by hand or sent by registered mail, e-mail or through other electronic transmission. Either Party may change the address to which notices are to be delivered by giving written notice to the other Party. All notices and other written communications shall be deemed delivered on the day they are personally delivered to the other Party by hand or, if sent by registered mail or e-mail on the date indicated in the return receipt. Any electronic signature is valid for this Service Agreement, any Statement of Work and any additional Notices that require signatures by both parties.
No term or provision of this Agreement shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the Party to be charged with such waiver or consent.
(8) Relationship of the Parties
Neither Party shall, by virtue of this Agreement, have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other Party.
If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, such portion shall be deleted and the balance of the provisions will continue in full force and effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect. Without further action by the Parties to this Agreement, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.
(10) Third-Party Rights
These Terms and Conditions are for the benefit of you and us, and except as otherwise expressly set forth herein are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these Terms and Conditions is not subject to the consent of any third party.
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
(11) Governing Law
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. All disputes arising out of this Agreement or related to its violation, termination or nullity shall be finally settled under the London Court of International Arbitration (LCIA) by one arbitrator appointed in accordance with the London Court of International Arbitration (LCIA) Rules. The language to be used in the arbitral proceedings shall be English.
(9) Entire Agreement
These Terms and Conditions constitute the entire agreement between you and us in relation to your use of the Services and supersede all previous agreements with respect to your use of the Services. This Agreement and any Statement of Work between the Parties, constitute the entire agreement of the Parties with respect to the subject hereof and shall not be modified, amended or changed by the Parties except by a writing executed by authorised representatives of both Parties.
We hereby consent that our company data (and subsidiaries), like address, contact person, order type, fee, project and business information and estimated time of the project can be stored in the client data management system of Advisor.