Terms Of Service – Singnapore


(Version March 8, 2023)

1. General Provisions


Valutico SG Pte. Ltd.
UEN: 202318880G
SINGAPORE (059811)
[email protected]

provides SaaS solutions and related services for business customers (“Customers”; together
with Valutico ” Parties”) with regard to financial analysis (“Services”). For the avoidance of
doubt, these GTS shall only be applicable with regard to Customers who are entrepreneurs.

1.2. Valutico provides all Services to its Customers on the basis of these General Terms of Service
(“GTS”). The version of the GTS valid at the time of the conclusion of the contractual
relationship shall be applicable. The current version of the GTS is available at

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

1.4. General terms and conditions of the Customer that provide for regulations deviating from these
GTS or other contractual agreements between Valutico and the Customer shall only apply if
Valutico has expressly submitted to them in writing.
Valutico reserves the right to change these GTS at any time and without giving reasons.
Changes to the fees or the scope of agreed Services are only possible with the express consent
of the Customer. Changes to the GTS, which apply to existing Contracts, must be announced at
least 30 days before they come into effect on Valutico’s website at
https://valutico.com/de/terms-of-use 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
[email protected], the changes shall be deemed accepted. In the event of a timely
objection by the Customer, the Contract between the Customer and Valutico shall be terminated
with 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 shall receive a written offer from Valutico for the type, scope and fees of the
provision of SaaS Services (“Order Form”) limited to the Customer identified in the Order
Form. Valutico’s offers or any fee estimates are non-binding and subject to change unless they
are expressly designated in the Order Form as binding.

2.2. In the case of non-binding offers, the Order Form, and therefore a valid contractual relationship
(“Contract”) between the Parties shall only come into existence upon written confirmation by
Valutico 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). In
the case of 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. In order to access any SaaS Services as provided by Valutico, the Customer as well as other
Users of the Customer (according to section 5 of this GTS) need to create an account for the
Valutico platform (“Platform”) (currently at
https://valutico.com/authentication/registration-form) (“User Account”). Valutico will provide
to 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 its User Account at
https://valutico.com/authentication to access Services subject to the Order Form and manage its
User Account.

2.4. Each Order Form executed as well as each use of any other Service without entering into an
Order Form shall constitute a Contract as such and is in each case subject to the GTS, except as
otherwise agreed in writing. In the event of any conflict among the GTS and the Order Form,
the terms of the Order Form shall prevail.
MyValutico and other Services provided by Valutico free of charge

2.5. When accessing Services offered by Valutico free of charge, e.g. via https://my.valutico.com
(“MyValutico”), the following shall apply: These Services are offered to the Customer
exclusively on the basis of these GTS in the current version. The Customer prior to accessing
the Services accepts these GTS (e.g. by clicking on the corresponding checkbox. After the
successful confirmation, a Contract is established between Valutico and the Customer regarding
the provision of MyValutico and / or other Services free of charge as may be available.

3. Subject and Scope of Services

3.1. The subject of this GTS are the legal, organizational, commercial and technical conditions for
the respective provision of Services. Depending on the type of Service, Services may be
provided free of charge or against payment.

3.2. Services in the form of SaaS subscriptions are considered to be provided “as is” and can
generally be accessed via the https://valutico.com website, unless otherwise agreed in the Order
Form or results from the nature of the Service. In any case, Valutico does not provide the
necessary client hardware or software to use the Services accordingly. Further, Valutico assumes
no responsibility for the Services being compatible with any hardware and software used by the

3.3. Valutico has freedom of design in the provision of Services (in particular regarding provision of
SaaS) within the agreed contractual scope, unless otherwise agreed in writing. Valutico is
furthermore entitled to modify agreed Services to a reasonable extent.

3.4. Valutico’s Services are intended exclusively for experts in the field of financial analysis who can
appropriately evaluate and understand the information contained therein. The results and
estimates presented in the course of the provision of Valutico’s Services are of indicative nature
only using publicly available information, benchmarks and criterion for different industries
which might be unfitting and differentiate from the amount that would be realized on a business
transaction. This can be the result of information, factors and data points that have changed or
are not available to Valutico or have not been presented by the Customer. Therefore, all the
information distributed in any form in the course of the provision of the Services is for
informational purposes only.

3.5. Valutico is not an investment advisory company and does not conduct investment advisory or
financial advisory of any kind. Valutico is not a bank, broker/dealer, asset management firm or

investment advisory institution. Valutico or its employees and directors do not act in the
aforementioned functions, and do not offer investment, trading or financial advice and do not
give financial recommendations. At any given point in time, Valutico, its employees or directors
may hold positions in the securities that may be referred to in Valutico’s Services.

3.6. For the avoidance of doubt and due to the applicable laws in the United States of America as
well as in the European Union (MiFiD), Valutico (via the provision of its Services) cannot and
does not give any financial advice, suggest trading and investment opportunities and hence
cannot and does not promise any specific return on any investment.

3.7. With regard to Services provided free of charge, Valutico reserves the right to modify or
discontinue these at any time and without giving reasons. In particular, no promises are made
with regard to the availability, timeliness, completeness and accuracy of these services and no
warranty or liability is assumed in this regard.

3.8. Valutico shall be entitled to engage subcontractors with appropriate qualifications, for whose
conduct Valutico shall be liable to the Customer as for its own.

4. Service Provision and Cooperation

4.1. In order to provide the Services, Valutico may require certain information, data and documents,
which describe the Customer’s intent in relation to the Services and which may vary depending
on the nature of the Services. These are to be provided by the Customer in a timely and
complete manner upon Valutico’s request. The Customer shall inform Valutico of any
circumstances that are relevant to the performance of the Contract. Additional expenses due to
incorrect, incomplete or omitted information shall be borne by the Customer; this may be
charged to the Customer additionally.

4.2. It is the responsibility of the Customer to check the accuracy and lawfulness of the information
(including documents, designs, software and others) provided for the performance of Services
and to check such information for any third-party rights and harmful content (including, but not
limited to, virus, spyware etc). Valutico shall not be obliged to check in this respect and may
assume the Customer owns all required rights to use the information for the intended purposes.
If the Customer further transmits personal data of its data subjects to Valutico, Valutico shall
assume that the Customer has the corresponding authorization to do so. If a claim is made
against Valutico due to the Customer’s infringement of third party and data protection rights, the
Customer shall indemnify and hold Valutico harmless in this regard.

4.3. The Customer grants Valutico the right, free of charge, non-exclusive and for a limited period of
time, to use all information provided by the Customer for the provision of Services and to the
extent necessary for the fulfilment of the Contract.

4.4. The Customer further acknowledges and agrees that it must not and will not permit any third
party to use the Services to enable any person or any other third party to benefit from any
activities Valutico has identified as a restricted business or activity (collectively, “Restricted
Businesses”). For the avoidance of doubt, Restricted Businesses include the use of Services in
or for the benefit of a country, organization, entity, or person embargoed or blocked by any
government, including those on sanctions lists identified by the United States Office of Foreign
Asset Control (OFAC), the European Commission, or the United Kingdom.

5. User Accounts

5.1. As regards SaaS Services, the selected SaaS package as well as the amount of users of each
Customer (“User”) shall be agreed on in the Order Form. Each User Account is for a single user
(e.g. employees of the Customer) only. The Customer is responsible for all activities that occur

under the User Accounts it is responsible for. The Customer is further responsible to ensure that
all Users are over the age of 18.

5.2. The Customer inter alia obliges its Users (1) to have responsibility for the accuracy, quality,
integrity, legality, reliability, and appropriateness of all data they provide; (2) to promptly update
the registration information through the Service or as otherwise directed by Valutico in order to
keep such information true, accurate, and up to date; (3) to maintain the confidentiality of their
passwords and User Account information (“User ID”) and not to disclose their User ID, either
directly or indirectly, to any person; (4) to use their best efforts to prevent unauthorized access
to, or use of, the Services, and notify Valutico promptly of any such unauthorized use; and (5) to
comply with all applicable local, state, and federal laws in using the Services.

5.3. Only the respective User may access a password-protected portion of the Service through the
User ID and it is prohibited to share this with any other person or use it in any manner that is
inconsistent with the GTS. The Customer agrees to maintain only one account per User with the
Service at any time. The Customer also agrees to oblige Users not to access the Service
simultaneously from two or more devices.

5.4. The Customer agrees (1) to promptly notify Valutico at [email protected] of any
known or suspected unauthorized use(s) of the Service, including but not limited to the User ID,
or any known or suspected breach of security, including but not limited to, loss, theft, or
unauthorized disclosure of a User ID; and (2) to properly exit any password-protected portion of
the Service at the end of each session.

5.5. Valutico shall not be liable to the Customer or any third party (in particular Users) or entity for
any loss or damage arising from the Customer’s or its Users’ failure to comply with the
requirements as set out in these GTS, the applicable Order Form or any other applicable
agreement. If a device on which the Service is accessed is sold or transferred to another party,
the Customer shall oblige its Users to delete all cookies, data, software files and other materials
obtained by or through use of the Service that are stored on such device.

5.6. Valutico reserves the right to temporarily suspend a User Account if it detects suspicious
activity originating from its User Account to protect its Services, other Customers and third

6. Intellectual Property Rights

6.1. Valutico’s Services contain proprietary information owned by Valutico or its suppliers,
including, but not limited to, financial data, text, photos, video, graphics, trademarks, logos,
visual interfaces, software, computer code and other related content, which are protected by
intellectual property laws.

6.2. Unless otherwise stated, Valutico owns all international intellectual property rights on its
Services. Except for the limited rights of use expressly granted to the Customer under this GTS,
all title to the rights in the Services, including ownership rights to patents, copyrights,
trademarks, trade secrets, Valutico’s or third party’s technology, any derivatives of and all
goodwill associated with the foregoing is the exclusive property of Valutico and/or the
applicable third party. By accepting these GTS, the Customer acknowledges and agrees not to
acquire any ownership or other rights in proprietary information and materials of Valutico or
any applicable third party by using its Service.

6.3. The Customer acquires the non-exclusive, non-transferable right, limited in time for the duration
of the Contract, to use the Services and works associated with the Services (in particular SaaS,
“Works”) for internal business purposes, namely in particular to access the Services (via the
User Account if applicable) and /or retrieve information and background research on business

6.4. Works include in particular SaaS, its underlying software, as well as other content provided by
Valutico (such as, in particular, offers, drafts or other data carriers) and are protected by
copyright and may not be used or edited beyond the right of use granted in the GTS without
Valutico’s prior written consent. The Customer agrees not to decompile the Works, not to
reverse engineer the Works, not to attempt to obtain the source and or object code of the Works,
not to edit, alter, modify, reproduce, distribute, (re-)sell, lend, loan, lease, (sub-)license or
transfer the Works or to create derivative works from the Works.

6.5. The Customer acquires the non-exclusive, restricted transferable right, unlimited in time, to use
work results created by the Services (in particular business valuation reports, “Work Results”)
for internal business and background research purposes only. This does in any case not include
the right to (re-) publish and disclose or otherwise market Work Results in any publicly
available media, in particular on websites, or any other public or private retrieval system. The
Customer shall ensure that only those employees and other authorized persons have access to
Work Results within its organization who are actually involved in the matter relevant to the
Work Results. The Customer is further allowed to pass on Work Results to its client, provided
that the Customer prior obliges its client in writing to comply with the term of use as set out in
this paragraph 6.5 and to not pass on Work Results to third parties.

6.6. The acquisition of the rights of use according to this section 6 requires in any case the full
payment of the Fee invoiced by Valutico for the related Services.

6.7. Under no circumstances shall any unauthorized reproduction or distribution of Services give rise
to any liability on the part of Valutico, in particular, for example, for the correctness of the
Services vis-à-vis third parties.

6.8. The Customer’s breach of the provisions of this section 6 shall entitle Valutico to immediately
terminate the Contract prematurely for cause and to assert other legal claims, in particular for
injunctive relief and damages.

7. Liability

7.1. The provision of Services by Valutico is purely a service activity. Therefore, no success is owed
in relation to the goals sought through the use of the Services. Valutico assumes no liability for
the availability of and the accuracy, timeliness and completeness of the results obtained through
the use of the Services. Likewise, not for any consequential damages. The Customer is therefore
solely responsible for critically examining results as obtained through the Services and assessing
it on its own responsibility.

7.2. Liability shall be limited to damages caused intently and gross negligently and any liability for
damages slight negligently caused shall be excluded to the extent legally permissible. Any
liability of Valutico for atypical damage, loss of profits, damage due to errors, indirect and
consequential damage and damage to third parties is excluded.

7.3. Claims for damages by the Customer expire six months after knowledge of the damage and the
damaging party, but no later than two years after Valutico’s conduct giving rise to liability.

7.4. The Customer undertakes to transfer to its representatives, who are accessing Services, all
obligations arising from the Contract and, as far as possible, to ensure that the Contract is
complied with. The Customer shall be liable to Valutico for any corresponding misconduct of its
representatives. The Customer shall also fully indemnify and hold Valutico harmless against
claims by representatives that are due to a breach of the Customers’ obligations towards

8. Warranty

8.1. Despite all efforts, Valutico cannot guarantee that provided Services, in particular SaaS, or the
underlying software is completely error-free.

8.2. Services are created and or provided by experienced experts according to the state of
technology. Valutico reserves the right to make changes to the Services, provided that they do
not fundamentally change the nature of the contractually agreed, as well as to replace individual
Services, unless specifically agreed otherwise. Such changes of Services shall therefore not
result in any defectiveness of the Service.

8.3. All commercially reasonable measures and efforts are taken by Valutico to ensure that its
Services are available and operational. Uptime measurements exclude periods of scheduled
downtime or planned outages as well as routine, scheduled and emergency maintenance. In
addition, the Services may be temporarily unavailable due to issues such as system failure,
maintenance or repair or for reasons beyond Valutico’s control. Furthermore, occasionally
technical issues might result in downtime and accordingly Valutico cannot guarantee the
availability of the Services at all times. To the extent possible, Valutico shall try to give advance
notice of maintenance issues that may result in downtime of the Services, however Valutico
shall not be obliged to provide such notice.

8.4. The Customer shall report any errors occurring during the use of the Services (in particular
SaaS) to Valutico. An error exists if the Service does not perform the functions specified in the
Order Form, delivers incorrect results, or does not behave in a functional manner in any other
way, so that the use of the Service is impossible or significantly restricted. Valutico shall locate,
analyse and correct errors reported by the Customer or detected by Valutico in the course of the
operation of the Service within a reasonable timeframe.

8.5. If a defect of a Service is exclusively due to incorrect information and incorrect operation by the
Customer, the Customer shall have no warranty claims.

8.6. Warranty claims in connection with Services provided by Valutico to the Customer free of
charge are expressly excluded entirely.

9. Terms of Payment

9.1. The fees for Services provided are agreed upon in the Order Form (“Fees”). Unless expressly
stated otherwise, all Fees are excluding statutory value-added tax and any other current or future
applicable statutory duties.

9.2. Unless otherwise agreed in the Order Form, billing for SaaS subscription Services shall take
place in yearly billing periods. The issuance of the invoice takes place after the conclusion of
the respective Contract. Payments are due no later than 14 days after receipt of the respective

9.3. The billing for other Services as provided, shall take place at the beginning of the month
following the month, in which the respective Services were provided.

9.4. Payment shall be made by the Customer by credit card or any other payment method as
indicated in the invoices as issued by Valutico. The Customer shall pay all transfer charges as
may be applicable. Valutico requires all international transfers to be made with bank transfer or
credit card payment (or similar).

9.5. In case of automatic renewal of SaaS Service subscriptions according to section 11.2 of these
GTS, the payment for the next term is automatically invoiced or directly debited from the
Customer’s credit card.

9.6. Valutico reserves the right to start providing the Services only after receipt of the first payment.

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

9.8. Invoices are sent to the Customer in PDF format to the latest email address provided by the
Customer. In the event that the Customer should be under the impression that Valutico has billed
incorrectly, the Customer must contact Valutico’s billing department ([email protected]) 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. In the event of late payment of Fees, Valutico shall be entitled to withhold its Services or to
terminate the Contract with immediate effect following at least one unsuccessful reminder and
setting an appropriate grace period. As an alternative to termination, Valutico may also make the
further provision of Services dependent on a reasonable security deposit or advance payment.
Valutico reserves the right to separately claim the costs for out-of-court cost collection and the
related expenses and or to assign its related claims to third parties.

10.2. In case of payment default of the Customer, Valutico is entitled to a statutory interest rate of 4%
per annum. The interest rate is increased to 9.2% above the prime rate of the relevant half-year,
provided that the Customer is responsible for the delay. Furthermore, Valutico shall be entitled
to charge all costs incurred and necessary for the purposeful prosecution in case of default of
payment for which the Customer is responsible.

10.3. In the event that Valutico temporarily revokes the access to Services due to non-payment, this
shall not constitute a reason for a refund or any other type of compensation. Upon successful
payment of the late invoices, Valutico will, without undue delay, reactivate all deactivated User

11. Term and Termination

11.1. Unless specified otherwise in the Order Form, the term of the Contract will begin upon (1) the
starting date as agreed in the Order Form; or (2) usage of the Services, whichever occurs first,
and will continue until terminated in accordance with the GTS or the Order Form (“Contract
Term”). The Customer may only terminate the Contract in writing by sending an email to
[email protected].

11.2. For those Services subject to a limited term and unless the Parties do not otherwise agree on in
the Order Form, the Contract shall automatically renew for subsequent equal Contract Terms
unless terminated by either Party by written notice to the other Party at least thirty days prior to
the renewal of the respective Contract Term. If any such notice shall be given, the Contract shall
terminate on the next succeeding Contract Term end date.

11.3. For Services free of charge and / or for which an Order Form is not concluded, the Contract
shall end, if not otherwise agreed in writing, with the completion of the use of the respective

11.4. In addition to any other remedies it may have, either Party may also terminate the Contract, if
the other Party breaches any of the terms in this GTS. The Customer will pay in full for the
Services up to and including the last day on which the Services are provided. Upon request after
termination, Valutico will make all Customer data available for electronic retrieval for a period
of thirty 30 days, but thereafter Valutico may, but is not obligated to, delete stored Customer
data. Valutico shall be entitled to charge an appropriate fee according to the amount of work

11.5. Valutico reserves the right to refuse activation of a User Account for any reason and may
suspend or terminate Services in case Customer is in breach of any terms of this GTS, or (2)
participates in any behavior that Valutico, in its sole discretion, think may be detrimental to
Valutico or its reputation.

12. Confidentiality and Data Protection

Valutico undertakes to treat all data and information disclosed to it in connection with the
provision of Services confidential. Excluded from these obligations are those cases in which
there is a legal or official obligation to disclose such confidential information or data.

13. Reference

13.1. The Customer grants Valutico the right to use the Customer’s name together with a description
of the Services provided under the Contract in publications for illustration and advertising
purposes in both print and electronic media, if necessary also adding literal quotations and using
the Customer’s logo, and to name the Customer as a reference customer within the scope of
Valutico’s commercial activities.

13.2. The consent to be named as a reference customer can be revoked at any time. The revocation
must be made in writing. Should it not be possible to cancel any publications that have already
been made for technical or practical reasons (e.g. publication in a print medium that has already
taken place) after receipt of the declaration of revocation, no claims by the Customer against
Valutico can be derived from this.

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

14.1. All disputes between Valutico and Customer shall be exclusively governed by and construed in
accordance with the laws of Singapore, 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. For all disputes between Valutico and the Customer, the Parties agree on the exclusive
jurisdiction of the court having subject-matter jurisdiction for Singapore.

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

15. Final Provisions

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

15.2. Amendments, supplements and ancillary agreements to the Contract must be made in writing to
be effective. This also applies to the agreement to deviate from this formal requirement. The
Parties agree in this context that facsimile signatures and signatures on an electronic image, file,
or document (e.g. an image, file, or document in .pdf or .jpg format) or signing by use of
electronic platforms such as ePact, DocuSign, or similar, shall be acceptable and deemed
original signatures.

15.3. Should individual provisions of the Contract, including these GTS, be or become invalid, this
shall not affect the remaining content of the Contract. The invalid provision shall be replaced by
a valid provision that is legally valid and comes as close as possible to the economic intent of
the Parties.

15.4. In the absence of any provision to the contrary in the Contract, the 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.

15.5. A “third party” in the sense of these GTS shall be any natural or legal person different from the
Parties in the legal sense, even if legal and/or economic relations should exist with such a

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