1. Acceptance
By accessing Verus you agree to these terms on behalf of your organisation. If you do not have authority to bind your organisation, you must not use the service. Where your organisation has executed a separate master services, subscription, or order-form agreement with MARKST LTD referencing the Verus platform, that signed agreement prevails over these terms to the extent of any conflict.
2. The service
Verus is a deterministic private-credit valuation platform. Valuations produced by Verus are generated by a quantitative model from inputs you provide. They are not investment advice, a recommendation, or a solicitation, and do not constitute a fairness opinion. The engine, its governance, and our model-risk posture are summarised at /methodology and /model-risk. Service-level and continuity commitments are published at /legal/sla and /legal/bcdr.
3. Your responsibilities
- Keep credentials confidential and notify us of suspected compromise without undue delay.
- Ensure inputs you upload are accurate and that you have rights to use them, including any required consents under data-protection law.
- Use Verus in compliance with applicable law, including data- protection, sanctions, and export rules.
- Do not attempt to reverse-engineer the platform, probe for vulnerabilities (except under an authorised programme), bypass access controls, or abuse rate limits.
4. Fees and plans
Where applicable, fees and coverage limits are set out in your organisation's order form. Taxes are your responsibility unless stated otherwise. “Annual Fees” in these terms means the fees payable by you under the applicable order form for the twelve months preceding the event giving rise to a claim, or (if the contract has run for less than twelve months) an annualised projection of fees charged to date.
5. Intellectual property
MARKST LTD owns the Verus platform, models, and all related IP. You retain all rights in the inputs you upload and the outputs produced on your behalf. You grant MARKST LTD a limited, non-exclusive licence to process inputs solely to deliver the service. Nothing in these terms transfers ownership of your inputs, outputs, or confidential information to us.
6. Confidentiality
Each party will protect the other's confidential information using the same care it applies to its own, and in any event no less than a reasonable standard. Confidential information includes, on your side, all deal, facility, borrower, sponsor, cashflow, economic, pricing, valuation, portfolio, and transaction data you upload or generate through the service.
Aggregated operating metrics. MARKST LTD may use aggregated, anonymised platform-operating metrics (for example: request volumes, error rates, latency percentiles, feature- usage counts, page-load telemetry) to operate, secure, and improve the service. This clause does not permit us to use, aggregate, anonymise, derive, benchmark, publish, or share any of your economic or transaction data, including (without limitation) cashflows, pricing inputs, valuation outputs, spreads, leverage metrics, covenants, borrower identifiers, portfolio holdings, or any content derived from deal documents or dataroom files. Such data is treated exclusively as your confidential information.
Where we process personal data on your behalf, our standard Data Processing Agreement and Annexes (/legal/dpa) apply, together with the sub-processor register at /legal/subprocessors.
7. Sub-processors and change notice
We engage a limited set of sub-processors to deliver the service. The current register is published at /legal/subprocessors and is incorporated into these terms by reference.
Before adding or replacing a sub-processor we will give you at least thirty (30) days' advance notice (via email to your designated privacy contact and via the change-notice feed at /legal/subprocessors#notifications). During that notice period you may object in writing on reasonable data-protection, security, or compliance grounds. If we cannot reasonably accommodate your objection, you may terminate the affected subscription for convenience and receive a pro-rata refund of pre-paid fees covering the period after termination, without penalty. Emergency sub-processor changes required for security or continuity reasons may be made with contemporaneous notice; the objection and termination rights above apply retrospectively.
8. Service warranty
In addition to the “as-is” disclaimer in clause 9, MARKST LTD warrants during any paid term that:
- Determinism. Identical inputs submitted to an identical published engine version will produce identical core valuation outputs. Where a material change to the engine or its governed parameters would alter historical outputs, the change is versioned and disclosed under our methodology-governance process.
- Availability-to-spec. The platform will be available in accordance with the service-level commitments published at /legal/sla, subject to the exclusions set out in that SLA.
- Accuracy-to-spec. The valuation engine will perform in substantial conformance with the published methodology at /methodology and the model-risk summary at /model-risk. “Accuracy- to-spec” means conformance with the documented methodology, not a guarantee that outputs reflect any market transaction price.
Your exclusive remedy for a breach of this clause 8 is, at our option, (i) re-performance of the affected computation, (ii) a documented root-cause analysis with corrective action, or (iii) a service credit under the SLA. Claims for direct losses arising from a negligent engine output remain subject to the super-cap in clause 10.
9. Warranty disclaimer
Except as expressly set out in clause 8, the service is provided on an “as-is” basis. To the fullest extent permitted by law, MARKST LTD disclaims all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Without limiting your statutory rights, Verus outputs depend on the inputs supplied and are not guaranteed to reflect any market transaction price or any third-party valuation.
10. Liability
10.1 Uncapped liabilities. Nothing in these terms excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or wilful misconduct; (d) infringement of the other party's intellectual-property rights; (e) breach of confidentiality obligations under clause 6; (f) breach of data-protection obligations (including obligations under the DPA at /legal/dpa); or (g) any other liability that cannot be excluded or limited under applicable law.
10.2 Super-cap — negligent model output. Subject to clause 10.1, MARKST LTD's aggregate liability for direct losses arising from a negligent valuation or scoring output produced by the engine (including a breach of the accuracy-to-spec warranty in clause 8) is capped at an amount equal to two hundred per cent (200%) of the Annual Fees, or, where the parties have agreed in an order form, up to three hundred per cent (300%).
10.3 General cap. Subject to clauses 10.1 and 10.2, each party's aggregate liability under or in connection with these terms is capped at an amount equal to one hundred per cent (100%) of the Annual Fees.
10.4 Consequential losses. Subject to clause 10.1, neither party is liable for indirect, consequential, special, or punitive damages, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or corruption of data that is independently maintained by the affected party or its agents.
11. Audit rights and regulator-directed inspection
11.1 Attestation-first. We make available the published evidence pack at /trust and, on request, the then-current third-party attestations (for example SOC 2 and ISO/IEC 27001 reports under NDA), redacted pen-test summaries, and the technical and organisational measures referenced in Annex II of the DPA. You agree to rely on that evidence where it reasonably addresses your audit question.
11.2 Customer audit. If the published evidence is insufficient to address a specific question and you provide at least thirty (30) days' written notice, we will cooperate in good faith with a customer audit conducted no more than once in any twelve-month period, at your cost, during normal business hours, subject to confidentiality and reasonable security restrictions, and limited to the systems and personnel relevant to the delivery of the service to you. The audit must be conducted by a mutually acceptable independent auditor who is not a competitor of MARKST LTD.
11.3 Regulator-directed inspection. Where a competent financial-services, data-protection, or other regulator with jurisdiction over you directs an inspection, audit, or information request relating to your use of the service, MARKST LTD will cooperate in good faith with that direction without the cadence, cost-allocation, or notice restrictions in clause 11.2, and will not require the regulator to sign confidentiality obligations inconsistent with its statutory powers. The customer remains responsible for confirming the regulator's jurisdiction and for reasonable out-of-pocket costs incurred by MARKST LTD in the inspection.
12. Suspension and termination
We may suspend access for material breach, security incidents, or non-payment, with contemporaneous notice where lawful. Either party may terminate for material breach not remedied within thirty (30) days of written notice, or immediately on written notice where the breach is incapable of remedy, where the other party is subject to insolvency proceedings, or where continued provision would expose a party to a material legal, regulatory, or security risk.
13. Data return and deletion on termination
On termination or expiry (and at any time during the subscription on reasonable request):
- Return. For thirty (30) days from the effective date of termination, we will make your customer data available for export in the formats published in the service documentation (including JSON exports of deals, assumption sets, valuation runs, and audit-trail records).
- Deletion. Within thirty (30) days of the end of the return period, we will delete your customer data from production systems. Backups containing residual copies are expired on the rolling schedule documented in the BCDR page at /legal/bcdr, during which period the data remains subject to the confidentiality, security, and data-protection obligations of these terms.
- Deletion certificate. On written request we will issue a signed deletion certificate confirming the date of deletion, the systems covered, and the backup-expiry schedule. The certificate is returned within ten (10) business days of the request and is signed by the Data Protection Lead.
- Retention for legal reasons. We may retain minimum necessary records where required by law, regulator direction, or to establish or defend a legal claim; such records remain subject to the confidentiality obligations of these terms.
Accrued rights, clauses 5 (Intellectual property), 6 (Confidentiality), 10 (Liability), 11 (Audit rights), 13 (Data return and deletion), 14 (Governing law), and any other clause intended by its nature to survive, survive termination.
14. Governing law and jurisdiction
14.1 Default — England and Wales. These terms are governed by the laws of England and Wales, and each party submits to the exclusive jurisdiction of the courts of England and Wales.
14.2 US / New York option. Where the customer is incorporated or has its principal place of business in the United States and elects in its order form for New York law and jurisdiction, these terms are instead governed by the laws of the State of New York (excluding its conflict-of-laws rules), and each party submits to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, New York, New York. The UN Convention on Contracts for the International Sale of Goods does not apply.
15. Changes to these terms
We may update these terms from time to time. Material changes will be notified via email to your designated administrative contact and published with a new version identifier and effective date at the top of this page. Continued use of the service after the effective date constitutes acceptance; if you do not accept a material change, you may terminate under clause 12 without penalty.
16. Contact
Questions about these terms: legal@markst.com.