Terms of Service

1. General Provisions

1.1. StartupVal provides Software as a Service (SaaS) solutions and related services for business customers ("Customers"; together with StartupVal referred to as the "Parties") concerning financial analysis ("Services"). For clarity, these General Terms of Service ("GTS") apply exclusively to Customers who are entrepreneurs and individuals involved in handling valuation and finance.

1.2. StartupVal provides all Services to its Customers based on these GTS. The version of the GTS valid at the time of the conclusion of the contractual relationship shall apply.

1.3. These GTS apply to all Services between the Parties, even if no further reference is made to them upon conclusion of a Contract or no additional Order Form is entered into, provided they have a factual connection to the contractual relationship in question.

1.4. General terms and conditions of the Customer that deviate from these GTS or other contractual agreements between StartupVal and the Customer shall only apply if StartupVal has expressly agreed to them in writing. StartupVal reserves the right to change these GTS at any time without giving reasons. Changes to fees or the scope of agreed Services are only possible with the express consent of the Customer. Changes to the GTS applicable to existing Contracts must be announced at least 30 days before they come into effect on StartupVal’s website at terms of service and by sending the text of the GTS to the e-mail address last notified by the Customer. If the Customer does not object to the changes within 20 days of receipt of the aforementioned announcement in writing by e-mail to crm@startupval.com, the changes shall be deemed accepted. In the event of a timely objection by the Customer, the Contract between the Customer and StartupVal shall terminate on the next possible termination date as specified in these GTS or in the Order Form.

2. Conclusion of a Contract: Online Registration & Use of SaaS Services

2.1 The Customer will receive a written offer from StartupVal specifying the type, scope, and fees of the SaaS Services limited to the Customer identified in the Order Form. StartupVal’s offers or any fee estimates are non-binding and subject to change unless expressly designated in the Order Form as binding.

2.2 For non-binding offers, the Order Form—and therefore a valid contractual relationship between the Parties—shall only come into existence upon written confirmation by StartupVal or, in the absence of such confirmation, upon commencement of the performance of the Services described in the Order Form (e.g., provision of SaaS or onboarding on the Platform). For binding offers, the Contract shall be concluded upon written acceptance of the Order Form by the Customer within the offer period specified in the Order Form.

2.3 To access any SaaS Services provided by StartupVal, the Customer and other Users of the Customer (according to section 5 of these GTS) must create an account on the StartupVal platform (currently at create account link). StartupVal will provide the Customer and/or its Users an activation code or will otherwise activate the User Account upon the Conclusion of the Contract to complete their registration. After registration and email address verification, the Customer and/or its Users can log into their User Account at Login link to access Services subject to the Order Form and manage their User Account.

2.4 Each executed Order Form, as well as each use of any other Service without entering into an Order Form, shall constitute a Contract and is subject to these GTS, except as otherwise agreed in writing. In the event of any conflict between the GTS and the Order Form, the terms of the Order Form shall prevail.

2.5 When accessing Services offered by StartupVal free of charge, e.g., via StartupVal.com, the following shall apply: These Services are offered to the Customer exclusively based on these GTS in the current version. The Customer accepts these GTS prior to accessing the Services (e.g., by clicking on the corresponding checkbox). After successful confirmation, a Contract is established between StartupVal and the Customer regarding the free Services as may be available.

3. Subject and Scope of Services

3.1. These GTS outline the legal, organizational, commercial, and technical conditions for the respective provision of Services. Depending on the type of Service, they may be provided either free of charge or for a fee.

3.2. SaaS subscription services are provided "as is" and are generally accessible via the StartupVal.com website, unless otherwise specified in the Order Form or determined by the nature of the Service. StartupVal does not provide the necessary client hardware or software to use the Services. Additionally, StartupVal assumes no responsibility for ensuring that the Services are compatible with any hardware or software used by the Customer.

3.3. StartupVal retains freedom of design in providing Services (particularly regarding SaaS) within the agreed contractual scope, unless otherwise agreed in writing. StartupVal is also entitled to modify the agreed Services to a reasonable extent.

3.4. StartupVal’s Services are intended exclusively for experts in the field of financial analysis who can appropriately evaluate and understand the information provided. The results and estimates presented during the provision of StartupVal’s Services are indicative only, using publicly available information, benchmarks, and criteria for different industries. These may differ from actual amounts realized in business transactions due to changes in information, factors, and data points not available to StartupVal or not presented by the Customer. Therefore, all information distributed during the provision of the Services is for informational purposes only.

3.5. StartupVal is not an investment advisory company and does not conduct investment advisory or financial advisory services of any kind. StartupVal is not a bank, broker/dealer, asset management firm, or investment advisory institution. Neither StartupVal nor its employees and directors act in these capacities, nor do they offer investment, trading, or financial advice or provide financial recommendations. At any given time, StartupVal, its employees, or directors may hold positions in the securities referenced in StartupVal’s Services.

3.6. To clarify, and in accordance with applicable laws in the United States of America and the European Union (MiFiD), StartupVal, through its Services, does not provide financial advice, suggest trading and investment opportunities, nor promise any specific return on any investment.

3.7. For Services provided free of charge, StartupVal reserves the right to modify or discontinue these at any time without notice. No guarantees are made regarding the availability, timeliness, completeness, or accuracy of these services, and no warranty or liability is assumed in this regard.

3.8. StartupVal may engage subcontractors with appropriate qualifications, for whose conduct StartupVal shall be liable to the Customer as if it were its own.

4. Service Provision and Cooperation

4.1. Customer's Provision of Information: To facilitate the provision of Services, StartupVal may request certain information, data, and documents that describe the Customer's intent regarding the Services. These requirements may vary based on the nature of the Services and must be provided by the Customer promptly and completely upon StartupVal's request. The Customer is also required to inform StartupVal of any circumstances relevant to the Contract's performance. Any additional expenses resulting from incorrect, incomplete, or omitted information shall be borne by the Customer and may be charged additionally.

4.2. Accuracy and Lawfulness of Information: The Customer is responsible for verifying the accuracy and legality of the information provided for the performance of Services, including documents, designs, software, etc. The Customer must also ensure that such information is free from any third-party rights and harmful content (e.g., viruses, spyware). StartupVal is not obligated to perform these checks and may assume the Customer has all necessary rights to use the information for the intended purposes. If the Customer transmits personal data to StartupVal, StartupVal will assume that the Customer has the appropriate authorization to do so. If claims are made against StartupVal due to the Customer’s infringement of third-party or data protection rights, the Customer shall indemnify and hold StartupVal harmless in this regard.

4.3. Grant of Usage Rights: The Customer grants StartupVal a free, non-exclusive, time-limited right to use all information provided by the Customer for the provision of Services and to the extent necessary to fulfill the Contract.

4.4. Restricted Businesses: The Customer acknowledges and agrees that it will not use, or permit any third party to use, the Services to benefit any Restricted Businesses. Restricted Businesses include any activities that are restricted or prohibited by any government, including entities or individuals on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), the European Commission, or the Government of India. Services must not be used in or for the benefit of any country, organization, entity, or person that is embargoed or blocked by any government.

5. User Accounts

5.1. User Account Agreement: The type of SaaS package and the number of users for each Customer shall be specified in the Order Form. Each User Account is designated for a single user, such as an employee of the Customer. The Customer is accountable for all activities under the User Accounts it manages and must ensure that all Users are over the age of 18.

5.2. User Obligations: The Customer must ensure that its Users:

• Take responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data they provide.
• Promptly update their registration information through the Service or as directed by StartupVal to keep the information accurate and up to date.
• Maintain the confidentiality of their passwords and User Account information ("User ID") and not disclose their User ID to any person.
• Use their best efforts to prevent unauthorized access to or use of the Services and promptly notify StartupVal of any such unauthorized use.
• Comply with all applicable local, state, and federal laws while using the Services.

5.3. Account Restrictions: Only the respective User may access a password-protected portion of the Service through their User ID. It is prohibited to share this information with any other person or use it in any way inconsistent with the GTS. The Customer agrees to maintain only one account per User with the Service at any time and to ensure Users do not access the Service simultaneously from two or more devices.

5.4. Reporting and Security: The Customer agrees to:

• Promptly notify StartupVal at crm@startupval.com of any known or suspected unauthorized use(s) of the Service, including any unauthorized use of a User ID or any known or suspected security breaches, such as loss, theft, or unauthorized disclosure of a User ID.
• Properly exit any password-protected portion of the Service at the end of each session.

5.5. Liability and Compliance: StartupVal shall not be liable to the Customer, its Users, or any third party for any loss or damage arising from the Customer’s or its Users' failure to comply with the GTS, the applicable Order Form, or any other applicable agreement. If a device used to access the Service is sold or transferred, the Customer must ensure that all cookies, data, software files, and other materials obtained through the Service are deleted from the device.

5.6. Suspension of Accounts: StartupVal reserves the right to temporarily suspend a User Account if suspicious activity is detected originating from the account to protect its Services, other Customers, and third parties.

6. Intellectual Property Rights

6.1. Proprietary Information: StartupVal’s Services encompass proprietary information owned by StartupVal or its suppliers. This includes, but is not limited to, financial data, text, photos, videos, graphics, trademarks, logos, visual interfaces, software, computer code, and other related content, all of which are protected by intellectual property laws.

6.2. Ownership: StartupVal holds all international intellectual property rights to its Services unless otherwise stated. Except for the limited usage rights expressly granted to the Customer under this GTS, all titles and rights in the Services, including patents, copyrights, trademarks, trade secrets, technology, and any derivatives or goodwill associated with these, remain the exclusive property of StartupVal and/or the applicable third party. The Customer acknowledges that they do not acquire any ownership or other rights in StartupVal’s or any third party’s proprietary information and materials by using the Services.

6.3. Usage Rights: The Customer receives a non-exclusive, non-transferable right, limited to the duration of the Contract, to use the Services and related works (especially SaaS) for internal business purposes. This includes accessing the Services (via the User Account if applicable) and retrieving information and background research on business valuation.

6.4. Works Protection: Works provided by StartupVal, such as SaaS and its underlying software, as well as other content (including offers, drafts, or other data carriers), are protected by copyright. These Works cannot be used or edited beyond the granted usage rights without StartupVal’s prior written consent. The Customer agrees not to decompile, reverse engineer, attempt to obtain the source or object code, edit, alter, modify, reproduce, distribute, sell, lend, lease, license, or create derivative works from the Works.

6.5. Work Results: The Customer receives a non-exclusive, restricted transferable right, unlimited in time, to use work results (such as business valuation reports, "Work Results") for internal business and background research purposes only. This does not include the right to republish, disclose, or market Work Results in any publicly available media. The Customer must ensure that only employees and authorized persons involved in the relevant matter have access to Work Results. The Customer may pass Work Results to its client, provided the client is contractually obligated not to pass them to third parties and to comply with these usage terms.

6.6. Payment Requirement: The rights of use specified in this section 6 are contingent upon full payment of the Fee invoiced by StartupVal for the related Services.

6.7. Liability Exclusion: Unauthorized reproduction or distribution of Services does not give rise to any liability on the part of StartupVal, particularly regarding the correctness of the Services vis-à-vis third parties.

6.8. Breach and Termination: A breach of the provisions in this section 6 by the Customer entitles StartupVal to immediately terminate the Contract for cause and pursue other legal claims, including injunctive relief and damages.

7. Liability

7.1. Service Provision: StartupVal's provision of Services is solely a service activity. Therefore, no specific outcome or success is guaranteed regarding the goals pursued through the use of the Services. StartupVal bears no liability for the availability, accuracy, timeliness, or completeness of the results obtained through the Services, nor for any consequential damages. It is the Customer's responsibility to critically evaluate results obtained through the Services and assess them at their own discretion.

7.2. Limitation of Liability: StartupVal's liability is limited to damages caused intentionally or by gross negligence. Any liability for damages caused by slight negligence is excluded to the extent legally permissible. Furthermore, StartupVal shall not be liable for atypical damage, loss of profits, errors, indirect or consequential damage, or damage to third parties.

7.3. Claims Limitation: Claims for damages by the Customer expire six months after the discovery of the damage and the liable party, but no later than two years after the conduct of StartupVal giving rise to liability.

7.4. Customer's Obligations: The Customer agrees to transfer all obligations arising from the Contract to its representatives accessing the Services and to ensure compliance with the Contract to the best of its ability. The Customer is liable to StartupVal for any misconduct of its representatives. Additionally, the Customer shall indemnify and hold StartupVal harmless against any claims by representatives resulting from a breach of the Customer's obligations towards StartupVal.

8. Warranty

8.1. Error-Free Services: Despite diligent efforts, StartupVal cannot guarantee that the provided Services, particularly SaaS, or the underlying software are entirely error-free.

8.2. Service Changes: Services are created and provided by experienced experts according to the state of technology. StartupVal reserves the right to make changes to the Services, provided they do not fundamentally alter the nature of the contractually agreed services, and to replace individual Services unless otherwise agreed. Such changes to Services shall not result in any defectiveness of the Service.

8.3. Service Availability: StartupVal takes all commercially reasonable measures to ensure that its Services are available and operational. However, occasional technical issues might result in downtime, and StartupVal cannot guarantee uninterrupted availability. StartupVal shall endeavor to provide advance notice of maintenance issues that may result in downtime, but it is not obliged to do so.

8.4. Error Reporting and Correction: The Customer must report any errors occurring during the use of the Services, particularly SaaS, to StartupVal. An error exists if the Service fails to perform the functions specified in the Order Form, delivers incorrect results, or otherwise does not function properly, rendering the Service unusable or significantly restricted. StartupVal shall promptly locate, analyze, and correct errors reported by the Customer or detected during the operation of the Service.

8.5. Customer Responsibility: If a defect in a Service arises solely due to incorrect information or incorrect operation by the Customer, the Customer shall have no warranty claims.

8.6. Exclusion of Warranty for Free Services: Warranty claims related to Services provided by StartupVal to the Customer free of charge are entirely excluded.

9. Terms of Payment

9.1. Agreed Fees: The fees for the provided Services are agreed upon in the Order Form ("Fees"). Unless explicitly stated otherwise, all Fees are exclusive of statutory value like GST and any other applicable statutory duties.

9.2. Billing for SaaS Subscription Services: Unless otherwise specified in the Order Form, billing for SaaS subscription Services occurs on a yearly basis. Invoices are issued after the conclusion of the respective Contract, and payments are due no later than 14 days after receipt of the invoice.

9.3. Billing for Other Services: Billing for other Services provided shall occur at the beginning of the month following the month in which the respective Services were provided.

9.4. Payment Methods: Payment is to be made by the Customer via credit card or any other payment method indicated in the invoices issued by StartupVal. The Customer is responsible for covering all transfer charges that may apply.

9.5. Automatic Renewal: In the case of automatic renewal of SaaS Service subscriptions as per section 11.2 of these GTS, payment for the next term is automatically invoiced or directly debited from the Customer's credit card.

9.6. Commencement of Services: StartupVal reserves the right to commence providing the Services only after receiving the initial payment.

9.7. Setoff of Counterclaims: The Customer is not entitled to set off counterclaims against claims of StartupVal unless such counterclaims have been determined by a court or acknowledged by StartupVal in writing.

9.8. Invoice Delivery and Disputes: Invoices are sent to the Customer in PDF format to the latest email address provided by the Customer. Should the Customer believe that StartupVal has billed incorrectly, the Customer must contact StartupVal's billing department billing@startupval.com no later than 30 days after the expiration date of the billing statement in which the error occurred.

10. Default of Payment by the Customer

10.1. Withholding Services or Contract Termination: In case of late payment of Fees, StartupVal reserves the right to withhold its Services or terminate the Contract immediately after providing at least one unsuccessful reminder and setting an appropriate grace period. Alternatively, StartupVal may also make the further provision of Services contingent upon a reasonable security deposit or advance payment. StartupVal may additionally claim the costs for out-of-court debt collection and related expenses separately or assign its related claims to third parties.

10.2. Refund Requests: If you are not satisfied with our service, you can request a cancellation and full refund within 14 days of your initial purchase. To request a refund, please contact our customer support team at billing@startupval.com with your account details and the reason for the refund request. Refunds may take up to 20 business days to process.

10.3. Refund Processing Time: Refund requests are processed within 20 business days. The refund will be credited to the original payment method used for the purchase.

10.4. Interest on Late Payments: In the event of payment default by the Customer, StartupVal is entitled to statutory interest at a rate of 4% per annum. This interest rate may be increased to 9.2% above the prime rate of the relevant half-year, provided that the Customer is responsible for the delay. Additionally, StartupVal reserves the right to charge all costs incurred and necessary for the purposeful prosecution in case of payment default for which the Customer is responsible.

10.5. Revocation of Access and Reactivation: If StartupVal temporarily revokes access to Services due to non-payment, this action does not warrant a refund or any other form of compensation. Upon successful payment of the overdue invoices, StartupVal will promptly reactivate all deactivated User Accounts.

11. Term and Termination

11.1. Commencement and Duration: Unless otherwise specified in the Order Form, the Contract begins upon the agreed starting date in the Order Form; or usage of the Services, whichever comes first. It continues until terminated in accordance with the GTS or the Order Form ("Contract Term"). The Customer can terminate the Contract only in writing by sending an email to billing@startupval.com.

11.2. Automatic Renewal: For Services with a limited term, unless otherwise agreed in the Order Form, the Contract automatically renews for subsequent equal Contract Terms unless terminated by either Party with written notice to the other Party at least thirty days before the renewal of the respective Contract Term. If notice is given, the Contract terminates on the next succeeding Contract Term end date.

11.3. Termination of Free Services: For Services provided free of charge and/or where no Order Form is concluded, the Contract ends, unless otherwise agreed in writing, when the use of the respective Service is completed.

11.4. Termination for Breach: Either Party may terminate the Contract if the other Party breaches any terms in this GTS. The Customer must pay in full for the Services up to and including the last day of provision. Upon request after termination, StartupVal will provide all Customer data for electronic retrieval for thirty days, after which StartupVal may, at its discretion, delete stored Customer data, charging an appropriate fee for the work performed.

11.5. Right of Refusal and Suspension: StartupVal reserves the right to refuse activation of a User Account for any reason and may suspend or terminate Services if the Customer breaches any terms of this GTS, or engages in behavior that StartupVal, at its sole discretion, deems detrimental to StartupVal or its reputation.

12. Confidentiality and Data Protection

12.1. Confidentiality: StartupVal agrees to maintain the confidentiality of all data and information disclosed to it in connection with the provision of Services. However, this obligation does not apply if there is a legal or official obligation to disclose such confidential information or data.

13. Reference

13.1. Use of Customer Name: The Customer grants StartupVal the right to use the Customer’s name along with a description of the Services provided under the Contract for illustration and advertising purposes in both print and electronic media. This may include adding literal quotations and using the Customer’s logo. StartupVal also reserves the right to name the Customer as a reference customer within its commercial activities.

13.2. Revocation of Consent: The Customer has the right to revoke consent to be named as a reference customer at any time, provided the revocation is made in writing. If it's technically or practically impossible to cancel any publications that have already been made (e.g., in print media), no claims against StartupVal can be derived from this circumstance.

14. Choice of Law, Place of Performance, Place of Jurisdiction

14.1. Governing Law: All disputes between StartupVal and the Customer shall be governed exclusively by Austrian law, with the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law.

14.2. Jurisdiction: For all disputes between StartupVal and the Customer, the Parties agree on the exclusive jurisdiction of the court with subject-matter jurisdiction for Vienna.

14.3. Place of Performance: Unless otherwise agreed in writing, the place of performance for Services by StartupVal shall be its registered office.

15. Final Provisions

15.1. Tax Obligations: Each Party shall bear its own taxes, duties, or fees arising from the establishment of the Contract.

15.2. Amendments and Supplements: Any changes, additions, or ancillary agreements to the Contract must be made in writing to be effective. This includes agreement to deviate from this formal requirement. Facsimile signatures and electronic signatures on documents such as PDF or JPG files are acceptable and considered original signatures.

15.3. Severability: If any provision of the Contract, including these GTS, is or becomes invalid, the remaining content of the Contract shall remain unaffected. The invalid provision shall be replaced by a valid provision that aligns as closely as possible with the economic intent of the Parties.

15.4. Assignment: Provisions and rights arising from the Contract may not be passed on or assigned to third parties without the written consent of the other Party, unless otherwise provided in the Contract.

15.5. Definition of Third Party: A "third party" in the context of these GTS refers to any natural or legal person other than the Parties involved in the legal sense, even if legal and/or economic relations exist with such a person.

Disclaimer

StartupVal, is not an investment advisory company and does not provide investment or financial advice of any kind. Information presented on StartupVal.com or distributed via its API is for educational purposes only.

StartupVal does not endorse or promote specific stocks or have a financial interest in users' trading outcomes. Its purpose is to offer additional insights and information to users.

Due to relevant laws, StartupVal cannot provide financial advice or promise specific investment returns. It is not a bank, broker/dealer, or investment advisory institution, and its employees do not offer financial recommendations.

StartupVal's employees or directors may hold positions in securities listed in its analysis tools.

Nothing on StartupVal's platforms constitutes an offer, recommendation, solicitation, or endorsement to transact in any security or asset class. Users should not rely on StartupVal for making investment decisions.