Buyer Terms of Use

1. Introduction and acceptance

1.1 These Buyer Terms of Use (these "Terms") are entered into between Vested, a company incorporated in Singapore, and any person or entity that accesses, browses, or uses the Platform to explore, enquire about, or acquire a business or franchise ("Investor", "Buyer", "you", "your").
1.2 The Platform is an online marketplace that enables sellers and franchise owners (together, "Sellers") to list businesses and franchise opportunities for sale, and enables Buyers to browse those listings and connect with Sellers.
1.3 By accessing or using the Platform as a Buyer, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.
1.4 These Terms apply in addition to, and should be read together with, any applicable Order Form, Fee Schedule, our Privacy Policy, and any other policies or guidelines we publish on the Platform (together, the "Additional Terms"). Where there is a conflict, the order of precedence is: (a) an executed Order Form; (b) these Terms; (c) other Additional Terms, unless expressly stated otherwise.
1.5 You represent that you are acting in a business or investment capacity, and that these Terms are entered into for the purposes of your trade, business, profession, or investment activity.
1.6 All communications between you and us in connection with these Terms will be in English.

2. Definitions

In these Terms, unless the context requires otherwise:
2.1 "Account" means the account registered by the Buyer to access the Platform.
2.2 "Business" means a business, or the assets or shares of a business, or a franchise opportunity, offered for sale on the Platform.
2.3 "Content" means any information, text, images, documents, financial data, or other material displayed on the Platform, including Listings, or submitted by a Buyer.
2.4 "Fees" means any fees payable by the Buyer for use of the Platform, as set out in the Fee Schedule.
2.5 "Fee Schedule" means the schedule of fees (if any) made available to the Buyer on the Platform, in an Order Form, or otherwise notified to the Buyer, as amended from time to time.
2.6 "Listing" means a business or franchise opportunity published by a Seller on the Platform.
2.7 "Order Form" means any order form, subscription form, or similar document executed between the parties referencing these Terms.
2.8 "Platform" means the Vested website, applications, and related services operated by us.
2.9 "Promotion" means any promotional offer made by us, including a Promotional Free-Use Period.
2.10 "Promotional Free-Use Period" means a period during which we waive all or part of any Fees for eligible Buyers, as described in clause 11.
2.11 "Seller" means any seller or franchise owner who lists a Business on the Platform.

3. Eligibility and account registration

3.1 To use the Platform as a Buyer, you must be at least 18 years old and have the legal capacity to enter into these Terms. Where you register on behalf of an entity, you warrant that you are authorised to bind that entity.
3.2 You must provide accurate, current, and complete information during registration and keep it up to date. We may verify your information and may refuse, suspend, or terminate registration at our discretion.
3.3 You are responsible for maintaining the confidentiality and security of your Account credentials and for all activity under your Account. You must notify us promptly of any unauthorised use.
3.4 Unless we agree otherwise, only one Account may be maintained per Buyer.

4. Role of the Buyer and permitted use

4.1 Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform to browse Listings, express interest, communicate with Sellers, and use the tools and features we make available.
4.2 You may use the Platform only for the genuine purpose of exploring or acquiring a Business, and only in accordance with these Terms and any usage guidelines we publish.
4.3 You must only contact a Seller if you have a genuine interest in acquiring the Business offered. You must not contact any person on the Platform to offer or solicit your own or a third party's goods or services, or for any purpose other than a bona fide enquiry about a Listing.
4.4 The licence in clause 4.1 does not include any right to resell, sublicense, or commercially exploit the Platform, or to use it for any purpose other than as expressly permitted.

5. Intermediary-only role of Vested

5.1 The Platform is a marketplace and intermediary only. We facilitate connections between Buyers and Sellers; we are not a party to, and take no responsibility for, any transaction, negotiation, agreement, or dealing between you and any Seller.
5.2 Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and us.
5.3 We do not act as a broker, agent, financial adviser, or business transfer agent for you or any Seller, and we are not authorised to negotiate the sale or purchase of any business on behalf of any party. We do not endorse or recommend any Seller, Buyer, Listing, or Business.
5.4 We do not hold, handle, or escrow any funds passing between you and a Seller, unless we expressly agree otherwise in writing. You are responsible for the security and correctness of any payment you make directly to a Seller or any other counterparty.

6. No verification and no endorsement of Listings

6.1 We do not audit, verify, validate, or guarantee any Listing, or any financial, operational, or other information, statement, or representation made by a Seller. We do not carry out any investigation or due diligence into any Seller or Business.
6.2 You must not treat any Listing or its content as verified, endorsed, or recommended by us. The inclusion of a Business on the Platform is not a recommendation by us about that Business.

7. Your due diligence and own risk

7.1 You are solely responsible for evaluating any Business and for conducting your own investigations and due diligence before entering into any transaction. You should verify all information independently and seek your own professional advice.
7.2 All communications, negotiations, and transactions between you and any Seller are conducted at your own risk. Any decision you take, or refrain from taking, in reliance on information obtained through the Platform is entirely your own responsibility.
7.3 We are not responsible for the acts, omissions, conduct, or default of any Seller, including any misrepresentation, inaccuracy, non-disclosure, withdrawal from a transaction, or non-performance.

8. No advice and no guarantee of outcome

8.1 The Platform and any tools, calculators, valuations, estimates, multiples, templates, or informational materials made available on it are provided for general information only and do not constitute legal, financial, tax, accounting, investment, or business transfer advice. You should obtain your own independent professional advice.
8.2 Any valuation, asking-price guidance, or multiple displayed on or generated by the Platform is informational only and must not be relied upon.
8.3 We make no representation, warranty, or guarantee that you will find, be introduced to, acquire, or successfully operate any Business, or as to the availability, quality, suitability, or accuracy of any Listing.

9. Service availability and performance

9.1 The Platform is provided on an "as is" and "as available" basis. We do not warrant that the Platform will be uninterrupted, timely, secure, or error-free, or that it will be available at any particular time or location.
9.2 We may modify, suspend, or discontinue any part of the Platform, or perform maintenance, at any time, and will use reasonable efforts to limit disruption where practicable.

10. Fees

10.1 We currently provide Buyers with access to the Platform without charge. We reserve the right to introduce Fees for Buyers, or for particular features or services, in future. If we do, we will notify you in advance and give you the opportunity to decline before any Fee applies, and clauses 11 and 12 will apply.

11. Promotional free-use period

11.1 We may, at our sole discretion, offer Promotions, including a Promotional Free-Use Period during which all or part of any Fees are waived for eligible Buyers.
11.2 A Promotion applies only to the Buyers, scope, and period we specify, and is subject to any additional conditions we notify.
11.3 A Promotional Free-Use Period is not indefinite. Unless we expressly state otherwise, a Promotion does not remove, reduce, or vary the underlying obligation to pay Fees, which continues to apply once the Promotion ends. We will give you notice before a Promotional Free-Use Period ends, and standard Fees will automatically apply to your continued use of the Platform from the date stated in the notice.

12. Confidentiality

12.1 You must keep confidential any non-public information you receive about a Business or Seller through the Platform, including financial information, customer information, and the fact that a Business is for sale, and must use it only to evaluate the relevant opportunity.
12.2 Where access to sensitive information is gated behind a confidentiality or non-disclosure arrangement, you must comply with that arrangement. You must not disclose, copy, or use such information for any purpose other than assessing the acquisition, and must not use it to compete with, solicit the customers or staff of, or otherwise harm the Business.
12.3 We are not responsible for, and accept no liability for, any breach of confidentiality by any Seller or other user.

13. Third-party content, links, and conduct

13.1 The Platform may display content posted by other users and may contain links to external sites operated by third parties. We are not responsible for, and do not endorse, any such third-party content or external site, and we do not warrant its accuracy, legality, or quality. Your dealings with any third-party site are solely between you and that third party.
13.2 We may, but are not obliged to, monitor content on the Platform. We may operate a notice and takedown process and may remove content at our discretion, but we have no general obligation to monitor and no liability for any failure to remove content.
13.3 We are not responsible for policing or enforcing conduct that takes place outside the Platform.

14. Disputes between users

14.1 Any dispute between you and a Seller or any other user is a matter between those parties. We are not a party to, and have no obligation to become involved in, resolve, mediate, or adjudicate any such dispute.
14.2 We may, at our sole discretion, provide assistance in connection with a dispute, but any such assistance is voluntary, is not an assumption of responsibility, and does not create any obligation or liability on our part.

15. Intellectual property

15.1 We, and our licensors, own all intellectual property rights in the Platform, including its software, design, trademarks, and content we provide. Except for the limited licence in clause 4.1, no rights are granted to you.
15.2 You are authorised to view and use Listing content solely to evaluate an opportunity for your own business or investment purposes, and not for resale, redistribution, or any other use. Any other reproduction, distribution, modification, or republication of Content is prohibited without our prior written consent.
15.3 Where you submit any content to the Platform, you grant us a non-exclusive, worldwide, royalty-free licence to use it for the purposes of operating, promoting, and improving the Platform, and you warrant that you have the rights to do so.

16. Data protection

16.1 We process personal data in accordance with our Privacy Policy and the Personal Data Protection Act 2012 (Singapore) ("PDPA"). By using the Platform, you acknowledge that personal data will be processed as described in the Privacy Policy.
16.2 You acknowledge that, in order to progress an enquiry, we may share information you provide with the relevant Seller, and, where applicable, may carry out or arrange identity or other verification checks. Any such check does not guarantee the identity, intent, or standing of any party and is provided without warranty.
16.3 Where you receive personal data of a Seller or other user through the Platform, you must handle it in compliance with the PDPA and use it only for the legitimate purpose for which it was shared.

17. Security disclaimer

17.1 We take reasonable technical and organisational measures to protect the Platform and the data on it. However, no system is completely secure, and we do not warrant that the Platform is free from vulnerabilities, errors, viruses, or unauthorised access.
17.2 Except for liability that cannot be excluded under applicable law, including the PDPA, we are not liable for any unauthorised access to, or loss, alteration, or disclosure of, data arising from causes beyond our reasonable control.

18. Prohibited conduct

18.1 You must not, and must not permit any third party to:
(a) use the Platform for any unlawful, fraudulent, or misleading purpose;
(b) contact any user for any purpose other than a genuine enquiry about a Listing, including to solicit or advertise goods or services;
(c) scrape, harvest, or extract data from the Platform by automated means without our consent;
(d) circumvent, or attempt to circumvent, the Platform in order to avoid any applicable fee, or solicit a Seller off the Platform in a manner intended to deprive us of a fee;
(e) attempt to undermine, interfere with, disrupt, or compromise the security, integrity, or functionality of the Platform, or gain unauthorised access to it or to other users' accounts;
(f) impersonate any person, or behave in a vulgar, offensive, harassing, or objectionable manner; or
(g) upload malware or reverse engineer any part of the Platform, except to the extent permitted by law.

19. Suspension and termination

19.1 We may suspend or terminate your Account or access to the Platform, in whole or in part, at our sole discretion, including where you breach these Terms or where we consider it necessary to protect the Platform, other users, or Vested. Where a breach is capable of remedy, we will normally give you notice and a period of seven (7) days to remedy it before terminating, except where we consider immediate action necessary.
19.2 You may terminate by ceasing use and closing your Account.
19.3 On termination, your right to use the Platform ceases. Termination does not affect any obligations accrued before termination, including any confidentiality obligations, which continue to apply.
19.4 Clauses which by their nature should survive termination, including clauses 5, 6, 7, 8, 12, 13, 14, 15, 16, 17, 20, and 21, survive.

20. Disclaimers and limitation of liability

20.1 To the maximum extent permitted by law, the Platform is provided "as is" and "as available", and we exclude all warranties, conditions, and representations not expressly set out in these Terms, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement.
20.2 To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential, or punitive loss, or for any loss of profit, revenue, business, investment, opportunity, goodwill, anticipated savings, or data, however arising, whether in contract, tort (including negligence), or otherwise.
20.3 We have no liability for any error, omission, inaccuracy, or misleading statement in any Listing or other Content provided by a Seller or other user, or for any transaction you enter into with any Seller.
20.4 Subject to clause 20.5, our total aggregate liability arising out of or in connection with these Terms and your use of the Platform is limited to (a) the total Fees actually paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim. You acknowledge that where the Platform is provided to Buyers without charge, amount (a) may be zero.
20.5 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any statutory liability that cannot lawfully be excluded. Any exclusion or limitation in these Terms applies only to the extent it is reasonable and permitted under the Unfair Contract Terms Act 1977 (Singapore) and other applicable law.

21. Indemnity

21.1 You will indemnify and hold us, and our officers, employees, and agents, harmless from and against all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) your breach of these Terms or applicable law;
(b) your breach of any confidentiality or non-disclosure obligation;
(c) your dealings or transactions with any Seller; or
(d) any claim by a third party arising from your use of the Platform.

22. Changes to these terms

22.1 We reserve the right to update or modify this Privacy Policy periodically to reflect changes in our business practices, operational requirements, or applicable law.
22.2 Any updates will be posted directly on the Platform with a revised "Effective Date" at the top of this Policy. Where required by applicable law or where changes are material, we may also notify you by displaying a prominent notice on the Platform or through updated Platform terms.
22.3 Your continued access to or use of the Platform after any such updates take effect constitutes your acknowledgment and acceptance of the revised Privacy Policy. We encourage you to review this Privacy Policy regularly.

23. Governing law and dispute resolution

23.1 These Terms, and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by the laws of Singapore.
23.2 The parties submit to the exclusive jurisdiction of the courts of Singapore.

24. Miscellaneous

24.1 Entire agreement. These Terms, together with the Additional Terms, constitute the entire agreement between the parties in respect of the Platform and supersede all prior discussions, representations, and agreements. You confirm that you have not relied on any statement, promise, or representation not set out in these Terms.
24.2 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions continue in force.
24.3 Assignment. You may not assign or transfer your rights or obligations without our prior written consent. We may assign or transfer ours, including in connection with a merger, acquisition, or sale of assets.
24.4 No waiver. No failure or delay in exercising a right is a waiver of it, and no waiver is effective unless made in writing.
24.5 Rights and remedies. The rights and remedies in these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
24.6 Notices. Notices to you may be given through the Platform or to your registered contact details. Notices to us must be sent and acknowledged by the management team.
24.7 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control.
24.8 Third-party rights. Except as expressly stated, a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 2001 (Singapore) to enforce any term.