Terms of
Engagement.

Section 1 Definitions

For the purposes of this Agreement, the following terms shall have the meanings specified below:

• “Client Information” means information obtained by ValueAdvisor.ai from You or from a third party on Your behalf.
• “Deliverables” means any advice, reports, communications, analysis, information, technology, or other content that ValueAdvisor.ai provides under this Agreement.
• “Personal Data” means Client Information relating to identified or identifiable natural persons.
• “Report” means a Deliverable (or any portion of a Deliverable) issued by or otherwise identifiable as being prepared by ValueAdvisor.ai.
• “Services” means the valuation services and related professional services provided by ValueAdvisor.ai to You through the platform.

Section 2 Scope of Services

2.1 Services

ValueAdvisor.ai provides business valuation services through its platform. The specific scope of services for each engagement will be defined within the platform. Services may include, but are not limited to:

• Fair value assessment of the equity interests in the target business
• Application of Income Approach (Discounted Cash Flow Method), Market Approach (Comparable Listed Companies and/or Comparable Precedent Transaction methods), and/or other recognized valuation methodologies as appropriate.
• Application of discounts or premiums related to ownership percentages, as appropriate.

2.2 Standard of Value

Unless otherwise specified, the standard of value used in valuation work is the “Market Value,” which is defined in accordance with the International Valuation Standards as:

“The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.”

2.3 Deliverables

ValueAdvisor.ai will provide You with business valuation reports and analysis. Reports will be provided in digital format through the platform. Prior to the delivery of final Reports, You may be requested to confirm that the information provided is complete, accurate, and that there are no adverse facts that might affect the conclusions which have not been communicated.

2.4 Ownership of Deliverables

You shall own all intellectual property rights in the Deliverables produced for You, subject to the following:

• The Deliverables are created solely for Your use and benefit.
• ValueAdvisor.ai retains all rights in its pre-existing intellectual property, proprietary methodologies, tools, models, and software used in the provision of Services.
• Your right to use Deliverables arises following acceptance of these Terms and Conditions and completion of the applicable work.

Section 3 Your Obligations

3.1 Information Provision

You agree to:

• Promptly provide all Client Information, resources, and assistance that ValueAdvisor.ai reasonably requires to perform the Services.
• Ensure that all Client Information provided is accurate and complete in all material respects.
• Ensure that the provision of Client Information (including Personal Data) is in accordance with applicable law and does not infringe any copyright or other third-party rights.

3.2 Client Responsibilities

You acknowledge and agree that:

• You shall remain fully and solely responsible for applying independent judgment with respect to the Services and work performed by ValueAdvisor.ai, and for determining further courses of action with respect to any matters addressed in this Agreement or the Reports.
• ValueAdvisor.ai will not perform any management function or make any management decision on Your behalf; responsibility for all decisions will rest with You.
• You acknowledge that the valuation analysis will be carried out based on the financial and other information provided and prepared by You, and that You will ensure that such information does not omit any material information that should have been taken into consideration.

Section 4 Limitations of Services

You acknowledge and agree to the following limitations:

4.1 Exclusions from Scope

The Services do not include:

• Valuation of fixed or other tangible and intangible assets.
• Quantification of any value of potential synergies.
• Providing fairness opinions or valuations as may be defined under relevant capital market regulations.
• Separately identifying or valuing any intangible assets unless specifically included in the scope.
• Discussing the valuation analysis or Reports with auditors or any other third parties, including shareholders.

Section 5 & 6Provision & Liability

ValueAdvisor.ai will provide the Services using reasonable skill and care in accordance with applicable professional standards. ValueAdvisor.ai will act as an independent service provider and not as Your employee, agent, or partner.

The parties have mutually agreed to the following limitations of liability:

• Neither party will be responsible for any amount with respect to loss of profit, data, or goodwill, or any other consequential, incidental, indirect, exemplary, punitive, or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.
• You may not recover from ValueAdvisor.ai, in contract or tort, under statute or otherwise, aggregate damages in excess of the amounts actually paid for the Services that directly caused the loss.

Section 7Additional Provisions

7.1 No Responsibility to Third Parties

ValueAdvisor.ai’s responsibility for performance of the Services is to You alone. Should any Deliverable be disclosed or otherwise made available by or through You to a third party, You agree to indemnify and hold harmless ValueAdvisor.ai against all claims by third parties, and resulting liabilities, losses, damages, costs, and expenses (including reasonable legal costs) arising out of such disclosure. The Services do not consider the interests of third parties.

7.2 Intellectual Property

Each party retains its rights in its pre-existing intellectual property. Any intellectual property developed by ValueAdvisor.ai, including proprietary methodologies, algorithms, models, and software, and any working papers compiled in connection with the Services, shall remain the property of ValueAdvisor.ai.

7.3 Confidentiality, Data Protection & Security

Neither party may disclose to third parties any information provided by or on behalf of the other that ought reasonably to be treated as confidential, except to the extent that it is public, already known, obtained independently, required to enforce rights, or required by law/professional regulations. You agree that Client Information may be processed by ValueAdvisor.ai in accordance with applicable law, and that appropriate technical and organizational security measures will be implemented to protect it.

7.4 Compliance

Both parties shall comply with all applicable laws and regulations of any jurisdiction, including those concerning bribery, corruption, sanctions, and trade embargoes.

7.5 Term and Termination

This Agreement applies to all Services whenever performed. It terminates on completion of the Services, but ValueAdvisor.ai may terminate immediately if it reasonably determines it can no longer provide Services in accordance with applicable law or professional obligations.