Terms of Use

These Terms of Use ("Terms") form a binding agreement between you and TheValua AI (PTY) Limited ("TheValua", "we", "us"), with its head office at DIFC Innovation One, Mezzanine 1 & 2, Dubai, United Arab Emirates.

By accessing the public website at thevalua.ai, signing in to the workspace, or otherwise using the Service, you confirm that you have read, understood and agree to be bound by these Terms. If you are accepting these Terms on behalf of a valuation firm or other organisation ("Customer Firm"), you represent that you are authorised to do so.

For Customer Firms, the commercial terms of subscription — pricing, permitted users, modules and data residency — are set out in the signed master services agreement ("MSA"). The MSA prevails over these Terms in case of conflict on commercial matters.

The Service is a workflow application for professional valuation firms. It supports the management of valuation engagements from intake through inspection, calculation, reconciliation, review and report issuance. The Service does not replace the professional judgement of a registered valuer; it supports it.

Outputs of the Service — including draft reports, calculation schedules and audit packs — remain the professional product of the Customer Firm. The Customer Firm and the named valuer are responsible for the accuracy, suitability and compliance of those outputs with the standards of their regulator (including, as applicable, RICS, SACPVP, RVA, TEGoVA-aligned national bodies, and jurisdiction-specific licensing regimes).

Access to the Service requires a named user account on a Customer Firm tenant. You agree to:

• provide accurate, current and complete information when creating an account;
• keep your authentication credentials confidential and protect them against unauthorised use;
• enable any multi-factor authentication required by your firm or by us;
• notify us promptly of any suspected or actual unauthorised access; and
• not share your account with another individual.

The Customer Firm is responsible for the acts and omissions of its users. We may suspend an account where we reasonably believe it has been compromised or used in breach of these Terms.

You may not use the Service to:

• infringe the intellectual property, privacy, publicity or other rights of any person;
• upload content that is unlawful, defamatory, obscene, harassing or that depicts the sexual exploitation of any person;
• upload malware, conduct denial-of-service activity, attempt to probe, scan or test the vulnerability of the Service, or circumvent any security or access-control mechanism;
• reverse engineer, decompile, scrape or otherwise attempt to derive the source code of the Service, except to the limited extent permitted by mandatory law;
• use the Service to build a competing product or to benchmark it for the benefit of a competitor;
• misrepresent your identity or your relationship with a Customer Firm; or
• upload personal information you do not have a lawful basis to process.

The Service, including its software, design, methodology assets, prompts, calculation engines and documentation, is the property of TheValua and is protected by copyright, trade-mark and other intellectual-property laws. We grant the Customer Firm a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term of the MSA, solely for the internal valuation work of the Customer Firm.

The Customer Firm retains all rights in the data it inputs into the Service ("Customer Data"). The Customer Firm grants us a limited right to host, process and display that Customer Data for the purpose of providing the Service and on the terms set out in the MSA and the data processing addendum.

We may use anonymised and aggregated information about how the Service is used to improve the Service, provided that such information cannot reasonably be used to identify any natural person, Customer Firm or instruction.

Customer Firms pay the fees set out in their order form. Fees are stated exclusive of value-added tax (VAT), withholding tax and any other applicable indirect tax, all of which are payable by the Customer Firm at the rate prevailing in its jurisdiction. The following is provided for information only:

• UAE — VAT at 5% under Federal Decree-Law No. 8 of 2017 (as amended).
• Saudi Arabia — VAT at the prevailing standard rate under the VAT Implementing Regulations.
• South Africa — VAT at the standard rate under the Value-Added Tax Act, 1991.

Late payment may attract interest and result in suspension of the Service. Material non-payment is a basis for termination.

We will provide the Service with reasonable care and skill and in line with the service-level commitments in the MSA. We make no other warranty of any kind, express or implied, and to the maximum extent permitted by law we disclaim the implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement and any warranty arising from a course of dealing or trade usage.

The Service does not constitute and must not be relied upon as regulated valuation advice, legal advice, tax advice or accounting advice. Outputs are professional drafts authored and signed by the Customer Firm and its registered valuers.

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, consequential, special or punitive damages, or for loss of profit, revenue, anticipated savings, goodwill, data or business opportunity, regardless of the form of action.

Our aggregate liability arising out of or in connection with the Service in any twelve-month period is capped at the fees paid by the Customer Firm to TheValua in that period. Nothing in these Terms limits or excludes liability for fraud, fraudulent misrepresentation, gross negligence, wilful misconduct, or any other liability that cannot lawfully be limited or excluded.

Each party will defend the other against third-party claims to the extent caused by the indemnifying party's breach of these Terms, violation of law, or infringement of third-party rights, subject to the indemnified party giving prompt notice, reasonable cooperation and sole conduct of the defence to the indemnifying party. Specific indemnity terms in the MSA prevail over this clause.

We may suspend access to the Service immediately if your use of it poses a risk to the security or integrity of the Service or to other users, or if required by law. We will restore access as soon as the cause of the suspension has been resolved.

Either party may terminate the MSA in accordance with its terms. On termination, the rights granted under these Terms cease, the Customer Firm's data is exported and deleted in line with the data processing addendum, and accrued payment obligations survive.

The governing law and dispute-resolution forum depend on the Customer Firm's primary jurisdiction:

• GCC region (default) — these Terms are governed by the laws of the Dubai International Financial Centre (DIFC). Disputes are resolved by the DIFC Courts in Dubai, United Arab Emirates.
• South Africa — for Customer Firms domiciled in South Africa, these Terms are governed by the laws of the Republic of South Africa, with non-exclusive jurisdiction in the High Court of South Africa, Western Cape Division, Cape Town.
• Other jurisdictions — by mutual agreement in the MSA.

Mandatory consumer-protection rights under the law of your residence are not affected by the choice of law above.

• Notices. Notices to TheValua are sent to legal@thevalua.ai with a copy to our head office. Notices to a Customer Firm are sent to the email of record on the tenant.
• Assignment. Neither party may assign these Terms without the other's written consent, save that TheValua may assign on a change of control or sale of the business.
• Entire agreement. These Terms, together with the MSA and any addenda, set out the entire agreement and supersede previous understandings on their subject matter.
• Severability. If any provision is held invalid or unenforceable, the remainder remains in full force.
• Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control.