Terms of Service

1. Acceptance of Terms

By accessing or using the DealFlow platform ("Service"), operated by DealFlow Ltd ("Company", "we", "us"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use the Service.

These Terms apply to all users of the Service, including administrators, team members, and external parties granted access to data rooms or NDA signing pages.

2. Service Description

DealFlow is a cloud-based M&A advisory platform that provides deal pipeline management, buyer tracking, secure data rooms, NDA e-signatures, timetable and Gantt planning, reporting and analytics, and team collaboration tools.

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with reasonable notice.

3. Account Registration & Security

You must provide accurate information when creating an account. You are responsible for maintaining the confidentiality of your login credentials, including any multi-factor authentication (MFA) devices, and for all activities that occur under your account.

You must notify us immediately at support@dealflow.ltd if you suspect any unauthorised use of your account.

4. Subscription & Payment

Access to certain features of the Service requires a paid subscription. Subscription fees, billing cycles, and payment terms are set out on our pricing page or in a separate order form.

All fees are non-refundable except where required by applicable law, including the Australian Consumer Law. We may adjust fees upon reasonable notice prior to the start of a new billing cycle.

5. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) or any other applicable law that cannot be excluded, restricted, or modified by agreement.

If the Australian Consumer Law applies to you as a consumer, you are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Service repaired or replaced if it fails to be of acceptable quality and the failure does not amount to a major failure.

6. Intellectual Property

The Service, including its design, code, logos, and documentation, is owned by DealFlow Ltd and protected by intellectual property laws. These Terms do not grant you any rights to our trademarks or brand elements.

7. User Content & Data Ownership

You retain all rights to the data, documents, and content you upload to the Service ("User Content"). By uploading User Content, you grant us a limited licence to store, process, and display it solely to provide the Service to you.

We do not claim ownership of your User Content and will not access it except as necessary to operate the Service, comply with the law, or enforce these Terms.

8. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law.
• Upload content that is defamatory, obscene, or infringes on third-party rights.
• Attempt to gain unauthorised access to any part of the Service or its underlying infrastructure.
• Interfere with or disrupt the Service, including by introducing malware or conducting denial-of-service attacks.
• Reverse engineer, decompile, or otherwise attempt to extract the source code of the Service.

9. Data Room & Confidentiality

The Service includes data room functionality that allows you to share confidential documents with controlled access. You are responsible for configuring permissions and ensuring that access is granted only to authorised recipients.

We implement security measures including encryption, access logging, and session tracking, but you acknowledge that no system can guarantee absolute security. You are responsible for the confidentiality of documents you upload and share.

10. Privacy

We collect, hold, use, and disclose personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth). By using the Service, you acknowledge that you have read and understood our Privacy Policy.

11. Third-Party Services

The Service integrates with third-party services including Microsoft 365, SharePoint, and email providers. Your use of these integrations is subject to the respective third-party terms. We are not responsible for the availability or conduct of third-party services.

12. Disclaimers

To the maximum extent permitted by law, and subject to Section 5 (Australian Consumer Law), the Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components.

13. Limitation of Liability

To the maximum extent permitted by law, and subject to Section 5 (Australian Consumer Law), DealFlow Ltd shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or goodwill, arising out of or in connection with your use of the Service.

Our total aggregate liability for any claims arising under these Terms shall not exceed the amounts paid by you to us in the twelve (12) months preceding the claim.

14. Indemnification

You agree to indemnify and hold harmless DealFlow Ltd, its officers, directors, and employees from any claims, damages, losses, or expenses (including legal fees) arising out of your breach of these Terms, your use of the Service, or your violation of any third-party rights.

15. Termination

We may suspend or terminate your access to the Service at any time for breach of these Terms or for any other reason with reasonable notice. Upon termination, your right to use the Service ceases immediately.

You may request export of your data within 30 days of termination, after which we may delete it in accordance with our data retention policies.

16. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia, and any courts entitled to hear appeals from those courts.

17. Dispute Resolution

Before commencing any court proceedings, the parties agree to attempt to resolve any dispute arising under these Terms through good faith negotiation. If the dispute is not resolved within 30 days, either party may refer the matter to mediation administered by the Australian Disputes Centre (ADC) before commencing litigation.

18. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on the Service with a revised effective date. Your continued use of the Service after such changes constitutes acceptance of the updated Terms.

19. Contact

If you have any questions about these Terms, please contact us at support@dealflow.ltd.

DealFlow Ltd
Australia