4. Content and Information
4.1All content, data, information, news items, announcements, publications, reports, analyses, commentaries, or any other materials, whether textual, graphical, audio-visual, or otherwise (collectively, the "Informational Materials"), made available, displayed, disseminated, or published on, through, or by means of the Company's website, platforms, or Services, are provided solely and exclusively for general, non-reliance, informational, and educational purposes.
4.2Under no circumstances shall the Informational Materials be construed, interpreted, or relied upon as constituting legal, regulatory, financial, tax, investment, accounting, or other professional advice, nor as constituting any form of solicitation, inducement, recommendation, endorsement, or offer to enter into, or to refrain from entering into, any transaction, contractual arrangement, or legal relationship of any kind.
4.3The Informational Materials do not purport to be, and shall not be taken as, complete, accurate, authoritative, or comprehensive, and no User or third party should rely on them as a substitute for independent professional advice, consultation, or due diligence undertaken by qualified advisers retained for that purpose.
4.4The Company expressly disclaims, repudiates, and negates all representations, warranties, undertakings, conditions, or guarantees (whether express, implied, statutory, or otherwise) regarding the reliability, accuracy, sufficiency, merchantability, quality, fitness for a particular purpose, timeliness, or completeness of the Informational Materials.
4.5Users acknowledge and agree that reliance upon, or utilisation of, any Informational Materials shall be undertaken strictly at their own risk, cost, and peril, and the Company shall bear no liability, responsibility, or duty whatsoever for any losses, damages, claims, demands, costs, expenses, or liabilities (whether direct, indirect, incidental, consequential, exemplary, or punitive) incurred as a result of or in connection with any such reliance or utilisation.
4.6The Company shall not be under any obligation to update, amend, revise, supplement, or correct any Informational Materials, whether for accuracy, completeness, or otherwise, and shall incur no liability for any failure to do so.
4.7No warranty, representation, or assurance is given or implied that the Informational Materials are free from errors, omissions, technical inaccuracies, typographical mistakes, or misstatements, nor that they are suitable for the specific needs, objectives, or circumstances of any particular User.
4.8Users and third parties are expressly advised and cautioned to exercise independent judgment, to conduct their own assessments, and to obtain bespoke professional advice before relying upon or acting in relation to any Informational Materials provided by or through the Company.
5. Acceptable Use
5.1As a condition precedent to accessing or utilising the Services, each User covenants, undertakes, and agrees not to engage in, perform, or attempt to perform any activity, act, omission, or conduct which is unlawful, fraudulent, abusive, deceptive, prohibited, or otherwise inconsistent with these Terms or with applicable law, regulation, or regulatory guidance (collectively, "Prohibited Conduct").
5.2Without limiting the generality of Clause 5.1, Prohibited Conduct shall include, but shall not be confined to, the following:
(a) attempting to bypass, disable, defeat, or otherwise circumvent any technical, logical, or organisational security measures, safeguards, or access controls implemented by the Company;
(b) introducing, transmitting, or disseminating any virus, trojan, worm, logic bomb, spyware, ransomware, backdoor, or other malicious, disruptive, or harmful code, software, or technology;
(c) impersonating, misrepresenting, or falsely claiming to be, or to be associated with, any other person, legal entity, or organisation, whether fictitious or real;
(d) misrepresenting, falsifying, or otherwise distorting one's identity, legal capacity, financial standing, solvency, authority, or authorisation to act on behalf of another;
(e) using the Services to engage in any form of fraud, deceit, market manipulation, misappropriation, or other illicit, deceptive, or dishonest conduct;
(f) interfering with, disrupting, overloading, or otherwise impairing the normal functioning, performance, or availability of the Services or of any systems, servers, networks, or infrastructure operated or controlled by the Company or third parties;
(g) harvesting, scraping, mining, collecting, or attempting to obtain personal data, account credentials, or confidential information of other Users or third parties without their knowledge and consent;
(h) engaging in conduct that, in the Company's sole judgment, infringes, violates, or misappropriates the intellectual property, proprietary rights, privacy rights, or other legal entitlements of the Company or of any third party.
5.3The Company reserves the unconditional, unilateral, and immediate right, exercisable at its sole and absolute discretion, to suspend, restrict, disable, revoke, or terminate a User's Account, access, or use of the Services, with or without prior notice, in the event of any suspected or actual Prohibited Conduct.
5.4Users expressly acknowledge and agree that the Company shall bear no liability, duty, or responsibility whatsoever, whether in contract, tort, negligence, breach of statutory duty, or otherwise, for any loss, damage, claim, cost, or expense arising out of, or in connection with, any suspension, restriction, or termination of Services carried out pursuant to Clause 5.3.
5.5Nothing in this Clause 5 shall be construed as imposing upon the Company any duty to monitor, detect, or prevent Prohibited Conduct, and the Company expressly disclaims any such duty, responsibility, or obligation.
5.6Users remain solely responsible for ensuring that their use of the Services complies at all times with applicable laws, regulations, and these Terms, and any breach shall entitle the Company to seek all remedies available under law or equity.
5.7The enumeration of Prohibited Conduct in Clause 5.2 is illustrative and not exhaustive, and the Company reserves the right to determine, in its sole discretion, whether any conduct constitutes Prohibited Conduct for the purposes of these Terms.
5.8Users acknowledge and accept that engaging in Prohibited Conduct may expose them to civil, criminal, administrative, or regulatory liability, and the Company reserves all rights to cooperate with governmental, regulatory, or judicial authorities in investigating or prosecuting such conduct.
6. Intellectual Property
6.1All rights, title, and interest in and to the website, the Services, their content, design, layout, structure, graphical interface, source code, object code, software, databases, compilations, trade names, trademarks, service marks, logos, get-up, trade dress, goodwill, confidential information, proprietary know-how, and all other works or materials of any nature whatsoever (collectively, the "Company IP") are and shall remain at all times the sole and exclusive property of the Company, its licensors, or its affiliates, as applicable.
6.2Nothing in these Terms shall be construed as transferring, assigning, or otherwise conveying any ownership, title, or proprietary interest in the Company IP to any User. Users are granted solely a limited, personal, revocable, non-exclusive, non-transferable, and non-sublicensable licence to access and use the Services strictly for lawful purposes and strictly in accordance with these Terms (the "Licence").
6.3The Licence granted pursuant to Clause 6.2 is granted on a conditional basis and may be suspended, restricted, or revoked by the Company at any time and without prior notice, at its sole and absolute discretion.
6.4Users shall not, whether directly or indirectly, and whether by themselves or through any third party, without the Company's prior express written consent:
(a) reproduce, copy, modify, adapt, alter, decompile, disassemble, reverse-engineer, translate, or create derivative works of any part of the Company IP;
(b) distribute, publish, transmit, circulate, sell, lease, rent, sub-license, or otherwise exploit the Company IP for any commercial, competitive, or unauthorised purpose;
(c) remove, obscure, alter, or tamper with any copyright notices, trademark notices, confidentiality legends, or other proprietary rights designations affixed to or contained within the Company IP;
(d) use the Company IP in any manner which may, or is likely to, dilute, tarnish, disparage, or otherwise prejudice the reputation, goodwill, or distinctiveness of the Company, its affiliates, or its licensors;
(e) assert or purport to assert any rights, claims, or interests in the Company IP adverse to the Company or its licensors.
6.5All trademarks, trade names, service marks, logos, insignia, and other brand identifiers (the "Marks") appearing in or in connection with the Services are either owned by the Company or used under valid licence. Nothing contained in these Terms or in the Services shall be construed as granting, whether by implication, estoppel, or otherwise, any licence, right, or permission to use the Marks without the prior written consent of the Company.
6.6Users acknowledge and agree that any unauthorised use, reproduction, dissemination, or exploitation of the Company IP or the Marks may constitute infringement of intellectual property rights, breach of contract, and/or misappropriation of proprietary rights, and may subject such User to civil, criminal, or regulatory liability.
6.7Users further acknowledge and agree that damages may be an insufficient remedy for any breach of this Clause 6 and that the Company shall be entitled, without prejudice to any other rights or remedies, to seek injunctive relief, specific performance, or other equitable relief in any competent court.
6.8The Company expressly reserves all rights not expressly granted herein, and no licence, right, or interest shall be deemed granted, assigned, or transferred to any User except as expressly provided in Clause 6.2.
7. No Warranties
7.1The Services, including all content, functionality, information, and communications made available therein, are provided strictly on an "as is," "as available," and "with all faults" basis, without any representation, warranty, or guarantee of any kind, whether express, implied, statutory, or otherwise, including any implied warranties arising by law, custom, or usage of trade.
7.2To the fullest extent permitted under applicable law, the Company expressly disclaims all warranties of any kind, including but not limited to:
(a) warranties of merchantability, quality, or fitness for a particular purpose;
(b) warranties of title, non-infringement, or quiet enjoyment;
(c) warranties relating to the accuracy, completeness, reliability, or timeliness of any information, content, news, or data;
(d) warranties regarding interrupted or error-free access to the Services;
(e) warranties that the Services will meet any User's requirements, expectations, or objectives;
(f) warranties that the Services are free from malware, viruses, worms, trojans, or other harmful components;
(g) warranties arising from course of dealing, usage, or trade practice;
(h) warranties arising from any communications or interactions with third parties, including other Users or affiliates.
7.3The Company does not warrant, represent, or guarantee that:
(a) the Services will be continuous, secure, or error-free;
(b) any defects, omissions, or inaccuracies will be corrected;
(c) access to the Services will be uninterrupted or free from delay, downtime, or latency;
(d) any data transmitted through or collected by the Services will remain confidential, secure, or free from interception;
(e) any transactions, referrals, or advisory services provided by the Company will result in any particular outcome, commercial gain, or regulatory compliance;
(f) any communications or third-party content made available via the Services are accurate, complete, reliable, or legally binding.
7.4The Services are provided for informational, advisory, and referral purposes only. No part of the Services shall be construed as legal, financial, tax, investment, or regulatory advice, nor as a recommendation, inducement, or solicitation to enter into any transaction.
7.5The Company explicitly does not act, and shall not be deemed to act, as a bank, credit institution, broker, dealer, financial intermediary, or fiduciary, and the Company does not hold any banking, investment, or securities licence. Users shall not rely on the Services as a substitute for such regulated institutions or advice.
7.6Users acknowledge and accept that all risks associated with the use of the Services, including any reliance on the information provided, rest solely with the User. The Company shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including loss of profits, goodwill, or data, arising from or related to the Services.
7.7Users further acknowledge that the Company makes no representations regarding, and disclaims any responsibility for:
(a) actions or omissions of regulators, governmental authorities, or other public bodies;
(b) compliance of Users or third parties with applicable law;
(c) suitability, legality, or enforceability of any transaction or arrangement facilitated or referred by the Company.
7.8Nothing in these Terms shall limit or exclude the Company's liability to the extent that such limitation or exclusion is prohibited by law, including liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be lawfully excluded under the laws of England and Wales.
8. Limitation of Liability
8.1To the fullest extent permitted under applicable law, the Company, its officers, directors, employees, agents, and affiliates (collectively, the "Company Parties") shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, whether arising in contract, tort (including negligence), statute, or otherwise, including without limitation:
(a) loss of profits, revenues, or anticipated savings;
(b) loss of business opportunities or goodwill;
(c) loss, corruption, or destruction of data or information;
(d) loss arising from business interruption, delays, or system downtime;
(e) loss or damages arising from reliance on any information, content, news, or referral provided via the Services;
(f) loss arising from actions, inactions, or decisions of regulators, governmental authorities, or third parties;
(g) any indirect financial or economic loss, whether foreseeable or unforeseeable.
8.2The Company Parties' total aggregate liability to you under or in connection with these Terms, whether in contract, tort, statute, or otherwise, shall not exceed the total amount, if any, paid by you to the Company for the specific services or referrals giving rise to the claim.
8.3Users acknowledge that the Services are provided solely for advisory, consulting, and referral purposes, and that all commercial, transactional, regulatory, or investment risks lie exclusively with the User or third parties involved.
8.4Nothing in these Terms shall exclude or limit liability of the Company Parties:
(a) for fraud or fraudulent misrepresentation;
(b) for death or personal injury caused by the negligence of any Company Party;
(c) to the extent such liability cannot be lawfully excluded or limited under the laws of England and Wales.
8.5The Company shall have no liability for any acts, omissions, or defaults of third parties, including but not limited to buyers, sellers, or any entity to which the Company refers or introduces the User.
8.6Users expressly accept that they bear full responsibility for any transaction, decision, or action arising from their use of the Services, including the sale, purchase, or disposal of any asset. The Company shall not be held liable for any outcomes, legal claims, regulatory penalties, or financial losses arising therefrom.
8.7The Company shall not be responsible or liable for any technical failures, interruptions, errors, defects, or security breaches affecting access to the Services, including any unauthorized access, loss, or disclosure of confidential information or passwords.
8.8Users acknowledge that the limitations and exclusions of liability set out in this section reflect a fair allocation of risk between the parties, are a material inducement for the Company to provide the Services, and would be unreasonable or impracticable to supply the Services without such limitations.
9. Indemnity
9.1You (the "Indemnifying Party") shall indemnify, defend, and hold harmless M&A TECH GROUP LTD, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, causes of action, suits, proceedings, liabilities, losses, damages, penalties, fines, costs, and expenses (including, without limitation, reasonable legal fees and disbursements) arising out of, relating to, or in connection with:
(a) your access to, use of, or reliance upon the Services, including any consulting, advisory, or referral services provided by the Company;
(b) your breach, non-compliance, or violation of any provision of these Terms or any other policies issued by the Company;
(c) your misrepresentation of identity, authority, financial capacity, or any other information provided to the Company;
(d) your violation of any applicable law, regulation, or third-party rights, including but not limited to intellectual property, privacy, or contractual rights;
(e) any transaction, sale, transfer, or disposal of assets in which you participate, including any liability arising from third-party claims related thereto;
(f) any acts, omissions, or errors attributable to your account, including unauthorized disclosure or misuse of your Password or account credentials;
(g) any reliance by you or any third party on information, content, or news made available via the Company's Services;
(h) any claim relating to regulatory actions, penalties, or investigations to the extent such claims arise directly or indirectly from your acts, omissions, or decisions.
9.2The Company shall have the right, at its sole discretion, to assume the exclusive defence and control of any matter subject to indemnification by you, and you shall cooperate fully in such defence.
9.3You shall not settle, compromise, or otherwise resolve any claim subject to indemnification without the prior written consent of the Company, which consent shall not be unreasonably withheld.
9.4The obligations under this section shall survive termination, suspension, or expiration of your access to the Services or any contractual relationship with the Company.
9.5The indemnity provided under this section is in addition to, and not in substitution for, any other rights or remedies available to the Company under these Terms or at law.
9.6The Company shall not be liable for any indirect, incidental, or consequential losses incurred by you in connection with any claim subject to indemnification.
9.7You acknowledge and agree that this indemnity provision is a material term of these Terms, without which the Company would not provide the Services.
9.8The provisions of this section shall be interpreted broadly to give full effect to the intent that you assume all risks and responsibilities arising from your use of the Services, including but not limited to consulting, advisory, or referral activities facilitated by the Company.
10. Force Majeure
10.1The Company shall not be liable for any delay, failure, or interruption in performing its obligations under these Terms where such delay, failure, or interruption results from circumstances beyond the Company's reasonable control ("Force Majeure Event"), including, without limitation:
(a) acts of God, including earthquakes, floods, hurricanes, fires, or other natural disasters;
(b) acts of war, terrorism, civil unrest, riots, or insurrections;
(c) strikes, lockouts, labour disputes, or industrial actions affecting the Company or its service providers;
(d) interruption, failure, or malfunction of telecommunications, internet, or other electronic or technological infrastructure;
(e) actions, regulations, or restrictions imposed by any governmental, regulatory, or supranational authority;
(f) epidemics, pandemics, public health emergencies, or other health-related crises;
(g) power outages, hardware or software failures, or other technical malfunctions not caused by the Company;
(h) any event or circumstance beyond the Company's reasonable foresight, control, or mitigation efforts.
10.2In the event of a Force Majeure Event, the Company shall be entitled, at its sole discretion, to suspend, delay, or modify the performance of its obligations under these Terms for the duration of such event.
10.3The Company shall not be held responsible for any loss, damage, liability, or costs arising directly or indirectly from a Force Majeure Event.
10.4The Company shall use commercially reasonable efforts to notify Users promptly of the occurrence of a Force Majeure Event that materially affects the Services.
10.5No Force Majeure Event shall relieve the User of its obligations under these Terms, including payment obligations for Services already rendered or reserved.
10.6The Company may, at its sole discretion, implement alternative measures or provide substitute services to mitigate the effects of a Force Majeure Event, without assuming any liability for the sufficiency or effectiveness of such measures.
10.7Users acknowledge and agree that Force Majeure Events are inherently unpredictable and that no failure or delay caused by such events shall constitute a breach of these Terms.
10.8The provisions of this section shall apply notwithstanding any other provisions in these Terms and shall survive termination or expiration of the User's access to the Services.
11. Governing Law and Jurisdiction
11.1These Terms and any matter arising out of or in connection with them, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales.
11.2The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute, claim, or proceeding arising under or in connection with these Terms.
11.3Nothing in these Terms shall limit the right of the Company to seek interim, injunctive, or equitable relief in any competent jurisdiction, in order to protect its intellectual property, confidential information, or other proprietary rights.
11.4The parties expressly waive any objection based on forum non conveniens or any similar jurisdictional or procedural objection to the courts of England and Wales.
11.5The parties agree that any proceedings shall be conducted in the English language, and all documents, filings, and evidence submitted shall be in English or accompanied by a certified translation.
11.6The Company reserves the right, at its sole discretion, to initiate proceedings in any other jurisdiction where it deems necessary to protect its interests or enforce its rights.
11.7Users irrevocably agree that any judgment, order, or award obtained from the courts of England and Wales may be enforced in any other jurisdiction as necessary.
11.8The provisions of this section shall survive termination, expiration, or suspension of the User's account or access to the Services, and shall remain fully enforceable notwithstanding any other provisions of these Terms.
12. Amendments
12.1The Company reserves the absolute right, at its sole discretion, to amend, modify, update, or replace these Terms, in whole or in part, at any time, without prior notice to Users.
12.2Any amendments shall become effective immediately upon publication on the Company's website, or at such later date as may be specified in the notice of amendment.
12.3Continued use of the Services following publication of any amended Terms constitutes your unqualified acceptance of such amendments.
12.4Users are responsible for regularly reviewing the Terms to ensure awareness of any changes, updates, or modifications.
12.5The Company may, in its sole discretion, provide direct notification of material changes via email or account notification; however, failure to receive such notice shall not affect the applicability or enforceability of the amended Terms.
12.6In the event of a conflict between previously agreed terms and amended Terms, the amended Terms shall prevail to the extent permitted by applicable law.
12.7No waiver, course of conduct, or failure by the Company to enforce any provision of the Terms shall be deemed a waiver of the Company's right to enforce subsequent amendments or modifications.
12.8Users who do not agree with any amendment shall immediately cease using the Services; continued use shall be deemed full and binding acceptance of the revised Terms.
12.9The Company reserves the right to make retroactive amendments in cases where compliance with applicable law, regulatory obligations, or security requirements necessitate such changes, to the fullest extent permitted by law.
13. Miscellaneous
13.1If any provision of these Terms is held invalid, illegal, or unenforceable by a competent court or authority, such provision shall be severed, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.
13.2No failure, delay, or omission by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver, nor shall any single or partial exercise preclude any further exercise of such right, power, or remedy.
13.3These Terms constitute the entire agreement between you and the Company with respect to the subject matter herein and supersede all prior written oral agreements, understandings, communications, or representations.
13.4Nothing in these Terms shall be construed to create any partnership, joint venture, agency, or employment relationship between the User and the Company.
13.5The headings in these Terms are for convenience only and shall not affect their interpretation.
13.6Any rights not expressly granted to the User are reserved by the Company.
13.7No provision of these Terms shall confer any rights or remedies upon any person or entity that is not a party to these Terms, except as expressly stated.
13.8The Company may assign, novate, or otherwise transfer its rights and obligations under these Terms, in whole or in part, to any third party without the User's consent, provided that such assignment does not materially diminish the User's rights.
13.9The User shall not assign or transfer any of their rights or obligations under these Terms without the Company's prior written consent.
13.10Any notices, communications, or correspondence required or permitted under these Terms shall be made in writing and shall be deemed duly given if delivered by electronic means, post, or other lawful methods.