Terms of Service

These Terms of Service (hereinafter "Terms") govern access to and use of the Sherlok platform (hereinafter "Platform"), operated by Sherlok, with registered office in Treviso, Italy, VAT 05614300266. By using the Platform, the user declares that they have read, understood, and fully accepted these Terms and the Privacy Policy.

- Platform: the website and digital services provided by Sherlok. - User: any natural or legal person who accesses the Platform, whether registered or not. - Registered User: a user who has created a Sherlok account by completing the registration procedure. - Seller: a registered user who publishes a listing for the sale of a business. - Buyer: a registered user who searches for businesses to acquire. - Broker / Intermediary: a professional user who operates on behalf of sellers or buyers. - Advertiser: a registered user (seller, broker, or intermediary) who owns one or more listings published on the Platform. - Listing: the advertisement published by an Advertiser regarding the transfer of a business. - Mandate: a request published by a Buyer regarding the search for a business to acquire. - Credits: virtual units that can be used to unlock confidential information from listings, mandates, or professional profiles. - Listing visit: access by a registered user to the detail page of a listing published on the Platform. This constitutes an active expression of interest pursuant to Section 5. - Anonymous visibility mode: an option that a registered user can activate from their account settings which, when active, makes their listing visits appear anonymous to advertisers, suppressing profile visibility on a forward-looking basis. - Buyer Tier / Seller Plan: service levels (Base, Verified, Premium for buyers; Base, Plus, Platinum for sellers) that determine features, included credits, and frequency of matching emails. - AI Matching: algorithmic processing of the buyer's profile aimed at identifying relevant listings and sending them by email with a frequency consistent with the tier.

Sherlok exclusively provides a technological platform that allows buyers and sellers of Italian businesses to connect and initiate negotiations. Sherlok does NOT: - participate in transactions between users; - act as an intermediary, mediator, or broker; - process payments related to business transactions; - earn commissions on the sale price; - provide financial, legal, tax, or business advice; - guarantee the outcome of negotiations or the completion of transactions; - guarantee that contacts obtained through the Platform will actually lead to negotiations or positive outcomes. The Platform facilitates the initial contact between parties, but all negotiations, due diligence, and transactions take place exclusively between the parties involved, under their full responsibility. The Platform enables mechanisms of mutual visibility: (i) buyers may, by spending credits, unlock listings and broker profiles; (ii) advertisers who own a listing automatically and at no cost see the full profile of the registered users who visit that listing, as described in Section 5.

To access the Platform's services — including the ability to visit listings in an identified manner — it is necessary to create an account. The user agrees to: - Provide truthful, accurate, and up-to-date information. - Be of legal age (at least 18 years old). - Not create multiple accounts or accounts with fictitious identities. - Keep their access credentials confidential. - Immediately notify any unauthorized use of their account. Sherlok reserves the right to verify user identities and to suspend or delete accounts that violate these Terms. The data entered in the profile is self-declared by the user. Sherlok does not verify its accuracy nor guarantee its truthfulness. The user is solely responsible for the content of their profile.

5.1 Visibility mechanism. By accepting these Terms and registering as a user, the user acknowledges and accepts that their visit to a listing makes their profile visible to the advertiser who owns that listing, at no cost to the advertiser and without further unlock operations. A single visit is sufficient. Visibility operates exclusively when both the visitor and the advertiser are registered users: visits from non-logged-in users do not expose any profile. 5.2 Data made visible. The following profile data is made visible to the advertiser (to the extent the user has provided it): first and last name, email address, phone number, company, role, biography, age range, gender (if declared), approximate location, available budget, acquisition experience, search motivation, sectors and regions of interest, preferred deal type, buyer tier, email and phone verification status. Never shared: password, KYC documents, payment data, internal unlock history. 5.3 Contractual basis. The visibility under this Section 5 constitutes an essential and constitutive element of the service offered by the Platform. Acceptance of these Terms includes express consent to this mechanism, based on the performance-of-contract legal basis described in the Privacy Policy. 5.4 Anonymous visibility mode (opt-out). The user may at any time activate the "Anonymous visibility mode" from their account settings. In this mode, subsequent listing visits will not expose the profile to advertisers: the advertiser will see an anonymous visit without identifying data, with only the visit count and relevant timestamps displayed for statistical purposes. Deactivation has forward-looking effect and is not retroactive: profiles already viewed by advertisers before activation remain in their possession, as the data has already been lawfully transmitted to the advertiser as an independent controller. 5.5 Obligations of the advertiser accessing visitor data. The advertiser who accesses the data of their visitors qualifies, with respect to the subsequent processing of such data, as an independent data controller under the GDPR. The advertiser expressly undertakes to: (i) use the data exclusively for the pre-contractual evaluation of the transaction covered by the listing the visitor consulted; (ii) not transfer, publish, share with third parties, or otherwise disseminate the data without the explicit consent of the user concerned; (iii) not enter the data into CRM systems, mailing lists, commercial databases, or marketing automation systems; (iv) not engage in scraping, bulk extraction, or automated harvesting of the presented data; (v) not use the data for commercial contacts unrelated to the transaction covered by the listing; (vi) delete retained data within 12 months of viewing if negotiations are not initiated or continued; (vii) fully comply with the GDPR, national data protection legislation, and the above purposes; (viii) respond directly to data subject requests under GDPR Articles 15-22 in relation to the subsequent processing. 5.6 Consequences of breach. Breach of the obligations set out in paragraph 5.5 results in the immediate suspension of the advertiser's account, possible account deletion, and reporting to the Italian Data Protection Authority. Sherlok's and the users' right to compensation for damages remains unaffected. 5.7 Indemnification in favor of Sherlok. The advertiser who breaches the obligations in paragraph 5.5 undertakes to hold Sherlok fully harmless and indemnified from any claim, action, complaint, sanction, loss, or damage (including reasonable legal and expert fees) brought by affected users, supervisory authorities, or third parties as a consequence of such breach. 5.8 No guarantee of completeness. Sherlok does not guarantee that visit logging and the visitor list presentation are always complete or exhaustive: technical blocks, ad blockers, cookie disabling, visits from non-logged-in users, or users in Anonymous visibility mode may render certain visits invisible to the advertiser. This circumstance does not constitute a breach of service.

6.1 Operation. The buyer user acknowledges and accepts that Sherlok processes their profile data (available budget, sectors and regions of interest, acquisition experience, motivation, age range, preferred deal type) through matching algorithms — including AI-based ones — in order to identify relevant listings and send them by email to the user with a frequency consistent with the tier. 6.2 Frequency by tier. The indicative frequency of matching emails is: Base — limited or none; Verified — monthly; Premium — weekly. Sherlok reserves the right to modify the frequency and characteristics of the service with reasonable notice. 6.3 Contractual nature. Matching emails form part of the contractualized service on tiers that include them and do not constitute promotional communications subject to separate consent under marketing regulations. The user may nevertheless disable them at any time from notification settings or by contacting info@sherlok.it, without prejudice to other account features. 6.4 No automated legal effects. Matching processing constitutes a recommendation tool and does not produce legal or similarly significant effects on the user under GDPR Article 22. The user retains full freedom of choice and assessment. 6.5 No guarantee of relevance. Sherlok does not guarantee that the suggested listings will actually correspond to the user's needs or expectations. The final assessment of relevance and opportunity rests exclusively with the user.

Seller / Advertiser obligations: - Publish truthful and accurate information about their business. - Have the legitimacy and authority to sell the advertised business. - Keep listing information up to date. - Remove the listing when the business is no longer available. - Fully comply with the obligations set out in Section 5.5 as an independent data controller of visitor data. Buyer obligations: - Conduct their own due diligence before completing any transaction. - Engage qualified legal and tax advisors to evaluate opportunities. - Not use information obtained through the Platform for purposes other than acquisition. - Acknowledge that visiting a listing makes their profile visible to the advertiser owning the listing, unless Anonymous visibility mode is activated. Obligations of all Users: - Not circumvent Platform mechanisms to contact parties outside the system. - Use the Platform exclusively for lawful purposes. - Respect the confidentiality of information obtained, including information protected by NDA. - Absolute prohibition of scraping, automated harvesting, bulk extraction, or systematic archiving of profiles, listings, or any content of the Platform. - Prohibition on reselling, sublicensing, or otherwise transferring to third parties access to one's account or to content made visible through it.

By publishing content on the Platform, the user grants Sherlok a non-exclusive, worldwide, free, and revocable license to use, reproduce, translate, and display such content solely for the purpose of providing the service, including the algorithmic processing for matching purposes under Section 6. Sherlok reserves the right to moderate, modify, or remove any content that violates these Terms, applicable law, or the rights of third parties, without prior notice. Sherlok reserves the right to remove listings that do not comply with these Terms or the Platform's policies.

9.1 Nature of Credits. Some Platform services require the use of Credits. The conditions for purchasing, using, and expiring Credits are specified on the Platform's pricing page. 9.2 Non-refundability. Pursuant to Art. 59 of Legislative Decree 206/2005 (Consumer Code), the user acknowledges that, as this is digital content provided on a non-material medium whose execution begins with the user's consent, the right of withdrawal does not apply to Credits already used. No refund is due for unlocks, views, or messages already performed, even if negotiations do not proceed or do not conclude positively. 9.3 Expiry. Unused Credits may be subject to expiry as indicated on the pricing page at the time of purchase. 9.4 Tiers and Plans. Buyer tiers (Base, Verified, Premium) and seller plans (Base, Plus, Platinum) determine features, included credits, frequency of matching emails, and other services. Sherlok reserves the right to modify prices, included credits, and tier/plan characteristics with at least 30 days' notice to users with an active subscription, via email or Platform notice. 9.5 Account cancellation. In case of account cancellation, unused residual credits are lost and do not give rise to any refund. 9.6 Credit bonuses and tier upgrades. Any credit bonuses granted upon reaching profile completion thresholds or following tier upgrades constitute promotional rewards, do not give rise to a right of refund, and may be modified or revoked by Sherlok with reasonable notice.

Sherlok facilitates contact between parties but is not a party to purchase and sale transactions. The Buyer is solely responsible for verifying all information related to the business being negotiated. It is strongly recommended to engage qualified professionals (lawyers, accountants, consultants) for conducting due diligence and completing the transaction. Sherlok does not verify and does not guarantee the accuracy, completeness, or truthfulness of information published by users in listings or of data entered in user profiles.

11.1 Confidential business data. Some listings contain sensitive business data (financial statements, accounting documents, company photos, ATECO code, operational address, certified email, owner's identity) protected by an obligation to sign an NDA (Non-Disclosure Agreement) before unlocking, when expressly required by the advertiser. 11.2 Obligations of the recipient of NDA-protected data. Anyone who accesses NDA-covered data undertakes to: (i) treat it as strictly confidential; (ii) not disclose, publish, or transfer it to third parties, except to their qualified advisors bound by the same confidentiality obligations; (iii) use it exclusively for the pre-contractual evaluation of the transaction covered by the listing; (iv) not use it for competitive, marketing, or unrelated purposes; (v) not systematically record, reproduce, photograph, or copy such data beyond what is necessary for pre-contractual evaluation; (vi) return or destroy the data within 90 days of the cessation of interest in the transaction. 11.3 Penalty clause. Breach of the confidentiality obligations set out in paragraph 11.2 results in the breaching user paying, in favor of the harmed seller/advertiser, a lump-sum penalty equal to [AMOUNT TO BE DEFINED WITH LEGAL], without prejudice to the right to compensation for greater damage. The penalty is due regardless of proof of actual damage suffered. 11.4 Indemnification in favor of Sherlok. The user who breaches the confidentiality obligations under this Section 11 undertakes to fully hold Sherlok harmless from any claim, action, or damage brought by the harmed seller/advertiser or third parties as a consequence of such breach, including reasonable legal and expert fees.

The Platform is provided "as is" and "as available." Sherlok is not liable for: - Losses or damages arising from transactions between users. - The quality, legality, or truthfulness of advertised businesses. - The completion or non-completion of negotiations. - The good faith, solvency, or reliability of parties. - The accuracy of information contained in listings or user profiles (self-declared data). - The use that advertisers make of visitor data made available to them pursuant to Section 5, as they act as independent data controllers. - Unwanted contacts that the user may receive from advertisers who have viewed their profile following a visit to their listing. - Discrepancies, omissions, or gaps in visit logging and in the visitor list shown to the advertiser (technical blocks, ad blockers, cookie disabling, Anonymous visibility mode, non-logged-in users). - Outcomes of AI matching that do not correspond to user expectations, except in cases of willful misconduct or gross negligence. - Indirect, consequential, punitive damages, or loss of profit. Liability cap. Sherlok's total liability to the user is in any case limited to the amount of fees actually paid by the user to Sherlok in the 12 months preceding the event giving rise to the liability. The limitation does not apply where mandatory law does not permit the exclusion or limitation of liability. General indemnification in favor of Sherlok. The user undertakes to hold Sherlok harmless and indemnified from any claim, action, complaint, or damage brought by other users or third parties as a consequence of: (i) content published or conduct engaged in by the user on the Platform; (ii) breach of these Terms; (iii) breach of the obligations set out in Sections 5.5 and 11.2; (iv) unlawful use of data obtained through the Platform.

The following are prohibited: - Using bots, scrapers, crawlers, or automated tools to access or extract data from the Platform. - Creating fake or multiple accounts. - Publishing fraudulent, misleading, or illegal content. - Using the Platform for money laundering or other illegal purposes. - Circumventing or attempting to circumvent the Platform's security systems or functional limitations, including any attempt to bypass the credit system, other users' Anonymous visibility mode, or unlock mechanisms. - Reproducing, copying, or distributing Platform content without authorization. - Harassing, threatening, or harming other users. - Using data made visible by the Platform for unauthorized marketing, cold calling, spam, resale, enrichment of third-party databases, or any purpose unrelated to the operations facilitated by the Platform. - Reselling, sublicensing, or transferring account access to third parties.

All Platform content (trademarks, logos, texts, graphics, software) is the property of Sherlok or their respective owners and is protected by intellectual property laws. The user is granted a limited, non-exclusive, and revocable license for personal use of the Platform, within the limits of these Terms.

Sherlok reserves the right to suspend or terminate the user's access to the Platform, even without notice, in case of violation of these Terms or behavior that may cause harm to the Platform, other users, or third parties. Grounds for immediate suspension include, by way of example: breach of the obligations under Section 5.5, NDA breach, scraping, creation of multiple accounts, and use of visitor data for unauthorized purposes. The user may delete their account at any time through the Platform's settings. Deletion has no retroactive effect on data already lawfully transmitted to other users prior to deletion.

Sherlok reserves the right to modify these Terms. In the event of substantial changes, registered users will be informed with reasonable advance notice (generally at least 30 days) via email or a notice on the Platform. Continued use of the Platform after notification constitutes acceptance of the modified Terms. In case of non-acceptance, the user may withdraw by deleting their account.

These Terms are governed by Italian law. For any dispute arising from the use of the Platform, the parties agree to attempt an amicable resolution through mediation. In the event of failed mediation, the competent court is that of Milan, subject to mandatory legal provisions in favor of the consumer.

Sherlok is not liable for failures or delays caused by force majeure events, including but not limited to: natural disasters, pandemics, internet service interruptions, acts of war, government measures, cyberattacks that could not have been prevented with due diligence.

- If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in effect and the invalid provision shall be replaced by a valid provision of the most equivalent economic and legal scope. - These Terms, together with the Privacy Policy and the Cookie Policy, constitute the entire agreement between the user and Sherlok regarding the use of the Platform. - The user may not assign their rights or obligations under these Terms without the prior written consent of Sherlok. Sherlok may assign its rights and obligations to group companies or in the context of extraordinary corporate operations, subject to prior notice to the user. - No tolerance or delay in exercising a right by Sherlok constitutes a waiver of that right.

For any questions regarding these Terms: Sherlok Email: info@sherlok.it