Mandate Subscriber Terms of Access

1. Definitions

In these Terms, the following definitions apply:

• "Agencies.co", "we", "us", or "our" means Capital A Group Ltd, a company incorporated in England and Wales, operating the platform at agencies.co.
• "Platform" means the Agencies.co website, technology infrastructure, and associated services.
• "Mandate Subscriber" or "you" means a registered buyer who holds an active paid subscription on the Platform for the purpose of identifying acquisition targets.
• "Portal" means the subscriber-only section of the Platform through which you access Valuation Data, the Match Feed, and other subscriber features.
• "Valuation Data" means the financial information, operational metrics, agency details, indicative valuations, and any associated materials made available to you through the Portal.
• "Agency Owner" means the individual or entity whose business data is included within any Valuation Data accessed by you.
• "Off-Market Data" means Valuation Data pertaining to Agency Owners who have not publicly listed their business for sale and who may not be actively considering a sale.
• "Permitted Purpose" means the sole use of Valuation Data for evaluating potential acquisitions that align with your stated mandate criteria, as described in these Terms.
• "Contact Details" means the personal contact information of an Agency Owner, including name, email, telephone number, and company details, unlocked through the NDA signing process.

2. Nature of the Information

2.1 Off-market and confidential. The Valuation Data you access through the Portal is strictly confidential and off-market in nature. It has been voluntarily submitted by Agency Owners to Agencies.co for the purposes of obtaining an indicative business valuation. The submission of this data to Agencies.co does not constitute a public listing, a formal offer to sell, or any expression of intent to engage in a transaction.

2.2 Not an indication of availability. The fact that an agency appears in the Portal does not mean the Agency Owner is actively seeking to sell, is aware that their data is being reviewed by you, or wishes to engage in any acquisition discussion. You must not assume or represent to any third party that an Agency Owner is for sale or is seeking a buyer.

2.3 Indicative data only. All valuations presented through the Portal are indicative estimates generated by an automated system applying general industry benchmarks. They do not constitute formal appraisals, independent valuations, or financial advice. Actual transaction values, if any transaction were to proceed, may differ materially from any indicative figure presented.

3. Permitted Use of Data

3.1 Permitted Purpose only. You may use Valuation Data solely for the Permitted Purpose. You must not use Valuation Data for any other purpose, including but not limited to competitive intelligence gathering, market research for publication, benchmarking against your own clients, soliciting services to Agency Owners, or any purpose unrelated to a genuine evaluation of a potential acquisition.

3.2 No redistribution. You must not share, distribute, publish, broadcast, forward, or make available Valuation Data (or any part of it) to any third party without the prior written consent of Agencies.co. This prohibition applies regardless of the form in which the data is shared (written, oral, digital, or otherwise), except that you may share data internally within your organisation on a strictly need-to-know basis for the purposes of evaluating a potential acquisition.

3.3 No aggregation for resale. You must not compile, aggregate, or incorporate Valuation Data into any database, report, or product for the purposes of sale, licensing, or distribution to third parties.

3.4 Retention and deletion. Any notes, extracts, or copies of Valuation Data that you make must be securely stored, used only for the Permitted Purpose, and deleted or destroyed when no longer needed for that purpose or upon termination of your subscription, whichever is earlier.

4. Contact Details and the NDA Process

4.1 NDA requirement. Contact Details for an Agency Owner are only accessible after you have executed an inline confidentiality acknowledgement (referred to on the Platform as an "NDA") for that specific agency. By signing the NDA, you agree, for each specific Agency Owner, that you will use the Contact Details solely for the purpose of making an initial, professional acquisition enquiry.

4.2 Approach obligations. Any approach to an Agency Owner using Contact Details obtained through the Platform must be:

• Professional, respectful, and non-pressurising in tone;
• Limited to a genuine expression of interest in a potential acquisition aligned with your stated mandate;
• Made only once via initial contact, unless the Agency Owner has responded and indicated willingness to engage further;
• Free of any representation that the Agency Owner has been identified as "available", "listed", or "seeking a buyer".

4.3 Acceptance of non-response. If an Agency Owner does not respond to your initial approach, or indicates they do not wish to engage, you must immediately cease all further contact with that individual via any channel. Persistence, repeated outreach, or approaches through alternative channels following a non-response or rejection constitutes a material breach of these Terms.

4.4 No misrepresentation. You must not misrepresent your identity, the nature of your interest, or the source of the Agency Owner's contact details when making an approach. You must not suggest that the Agency Owner has listed their business, consented to being approached, or expressed a desire to sell.

5. Conduct Standards

5.1 Professional conduct. You agree to treat all Agency Owners with professionalism, dignity, and respect at all times. You acknowledge that Agency Owners are individuals and business owners who have not necessarily sought to be contacted, and that any interaction you initiate carries a responsibility to act in good faith.

5.2 No harassment or pressure. You must not engage in any conduct that could reasonably be construed as harassment, pressure selling, intimidation, or coercion. This includes repeated unsolicited contact, contact through multiple channels following a request to stop, and approaches that imply negative consequences for non-engagement.

5.3 Discretion. You must maintain strict discretion with respect to the existence of the Portal and the identities of Agency Owners whose data you have accessed. You must not disclose to any third party (including other potential buyers, advisers not bound by equivalent confidentiality obligations, or the press) that a specific agency has been identified through the Platform.

5.4 Conflict of interest. Where you identify a conflict of interest — for example, where you are an adviser, competitor, or have an existing business relationship with an Agency Owner — you agree not to use Contact Details for that agency and to notify Agencies.co promptly.

6. Platform Integrity and Prohibited Actions

You must not, and must ensure that any person acting on your behalf does not:

• Use the Platform or the Portal to identify acquisition targets on behalf of a third party to whom you are providing advisory, brokerage, or research services, unless you have obtained Agencies.co's prior written consent to do so;
• Attempt to circumvent, reverse-engineer, scrape, or extract data from the Portal by automated means;
• Share your login credentials or grant access to the Portal to any person who is not covered by these Terms;
• Use the Platform in a way that harms or could harm Agency Owners, third parties, or the reputation of Agencies.co;
• Make any false representations to Agencies.co, Agency Owners, or third parties in connection with your use of the Portal;
• Use the data to solicit Agency Owners to use advisory, broking, or other services unrelated to a direct acquisition by you.

7. Monitoring and Enforcement

7.1 Right to monitor. Agencies.co reserves the right to monitor the use of the Portal for compliance with these Terms. We may log which Agency Owner profiles and Contact Details you have accessed and retain records of your NDA signatures and Portal activity.

7.2 Reporting. Agencies.co may receive reports from Agency Owners or third parties regarding subscriber conduct. We take all such reports seriously and will investigate any credible allegation of misuse.

7.3 Suspension and termination. Agencies.co reserves the right, in its sole discretion, to suspend or permanently terminate your access to the Platform and Portal, with immediate effect and without refund of any subscription fees paid, if we have reasonable grounds to believe that you have:

• Breached any provision of these Terms;
• Used Valuation Data or Contact Details for any purpose other than the Permitted Purpose;
• Engaged in conduct that is harassing, unprofessional, or harmful to any Agency Owner;
• Shared, distributed, or misused Valuation Data or Contact Details;
• Made misrepresentations to Agencies.co, Agency Owners, or third parties;
• Brought or threatened to bring Agencies.co into disrepute.

7.4 No refund on termination for breach. Where your subscription is terminated due to a breach of these Terms, no refund of subscription fees (whether in whole or in part) shall be payable. Termination for breach does not limit any other remedies available to Agencies.co, including claims for damages, injunctive relief, or reporting to relevant authorities.

8. Data Protection

8.1 Subscriber as data controller. When you access Contact Details for an Agency Owner, you become an independent data controller in respect of that personal data for the purposes of UK GDPR and the Data Protection Act 2018. You are responsible for ensuring that any processing of that personal data complies with applicable data protection law.

8.2 Lawful basis. You must ensure that you have a lawful basis for processing Agency Owner personal data. Agencies.co considers that legitimate interests (namely the evaluation of a genuine acquisition) may provide a lawful basis for an initial professional approach, provided it is conducted in accordance with these Terms. You remain solely responsible for your own compliance.

8.3 Data subject rights. If an Agency Owner exercises their rights under data protection law (including the right to erasure or the right to object) in relation to processing by you, you are responsible for responding to and complying with that request in accordance with applicable law. You must promptly notify Agencies.co if you receive such a request.

8.4 Security. You must implement and maintain appropriate technical and organisational measures to protect Contact Details and Valuation Data from unauthorised access, loss, or destruction.

9. Liability

9.1 Subscriber liability. You shall be fully liable to Agencies.co for any loss, damage, cost, claim, or liability (including legal fees) that Agencies.co incurs as a result of your breach of these Terms, your misuse of Valuation Data or Contact Details, or any claim made against Agencies.co by an Agency Owner or third party arising from your conduct.

9.2 Agencies.co liability. Agencies.co makes no warranty that the Valuation Data is accurate, complete, or up to date. To the fullest extent permitted by law, Agencies.co accepts no liability for any loss arising from your reliance on Valuation Data, any transaction you enter into (or fail to enter into) in connection with an Agency Owner, or any claim by an Agency Owner against you arising from your approach or conduct. Our total aggregate liability to you under these Terms shall not exceed the subscription fees you have paid to Agencies.co in the 12 months preceding the relevant claim.

10. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute.

11. General

Entire agreement. These Terms, together with the Valuation Terms of Service, Privacy Policy, and Website Terms of Service, constitute the entire agreement between you and Agencies.co in relation to your use of the Portal.

Amendments. Agencies.co may update these Terms from time to time. Material changes will be notified via the Platform. Continued use of the Portal after notification constitutes acceptance of the updated Terms.

Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Contact. For questions about these Terms, or to report a concern about subscriber conduct, please contact Capital A Group Ltd at hello@agencies.co.