Terms of Service

Last updated: 1 September 2026

1. The Service

Vurdera provides software that assists investment teams in reviewing investment documents and preparing investment committee materials. Depending on the applicable plan, the Service may:

• process investment and transaction documents provided by the Customer;
• extract and organise information from those documents;
• identify facts and supporting evidence;
• generate draft investment committee memoranda;
• provide citations or references to source material;
• provide question-and-answer functionality over documents;
• identify areas requiring verification; and
• provide other analytical or workflow functionality that we make available from time to time.

The Service is an AI-assisted analytical and drafting tool. Vurdera does not guarantee that the Service will identify every relevant fact, issue, inconsistency, risk or omission contained in the Customer's documents.

2. No investment, legal or other professional advice

The Service does not provide:

• investment advice;
• financial advice;
• legal advice;
• tax advice;
• accounting advice;
• audit services;
• valuation services;
• due-diligence services performed by a professional adviser; or
• any other professional advice.

Nothing produced by the Service constitutes a recommendation to invest, not to invest, acquire, dispose of, finance, refinance, price or otherwise transact.

The Service is a software tool intended to assist qualified investment professionals in performing their own analysis and preparing their own investment materials. You remain solely responsible for all investment decisions and other decisions made using information generated by the Service. You should obtain appropriate professional advice where required.

Vurdera does not act as your investment adviser, financial adviser, broker, agent, fiduciary, placement agent or other professional adviser.

3. AI-generated output and verification

The Service uses artificial intelligence and automated processing. AI systems can produce inaccurate, incomplete, misleading or inconsistent results. The Service may:

• misunderstand documents;
• omit relevant information;
• incorrectly interpret information;
• produce inaccurate calculations;
• attribute information to the wrong source;
• fail to identify contradictory information;
• generate statements that are not supported by the underlying documents; or
• otherwise produce output that requires correction.

Citations, source references, verification indicators and other safeguards are designed to assist human review. They do not guarantee accuracy.

You must independently review and verify all output before relying on it. In particular, you are responsible for reviewing output before:

• presenting it to an investment committee;
• circulating it to investors, lenders, counterparties or advisers;
• incorporating it into an investment memorandum or other formal document;
• making an investment or transaction decision; or
• otherwise relying on it for a material business decision.

4. Customer Content

You retain all right, title and interest in documents, information and other material that you submit to or process through the Service (“Customer Content”).

You grant Vurdera a limited, non-exclusive, worldwide licence to access, process, reproduce and transmit Customer Content only to the extent necessary to provide, secure and support the Service and to perform the processing requested by you.

This licence ends when the relevant processing has been completed, except to the extent that continued processing or retention is required by law or is otherwise expressly permitted under these Terms or an applicable agreement.

Vurdera does not acquire ownership of Customer Content.

5. Customer responsibilities

You are responsible for:

• determining whether the Service is appropriate for your intended use;
• selecting the documents submitted to the Service;
• ensuring that you have all necessary rights, permissions and lawful bases to provide Customer Content to Vurdera and have it processed;
• ensuring that your use of the Service complies with applicable laws and regulations;
• reviewing and verifying Service output before relying on it;
• maintaining appropriate backups of information that you choose to retain locally;
• protecting access credentials and accounts under your control; and
• informing relevant personnel of any policies or restrictions applicable to their use of the Service.

You represent that your submission of Customer Content to Vurdera does not breach any applicable law, confidentiality obligation, contractual restriction, non-disclosure agreement or other obligation binding on you.

You are responsible for obtaining any necessary consent, authorisation or permission from third parties whose information is contained in Customer Content.

6. Confidentiality

Each party receiving Confidential Information agrees to:

• use it only for the purposes contemplated by these Terms;
• protect it against unauthorised access, use or disclosure; and
• disclose it only to its employees, contractors, professional advisers and service providers who need to know it for the purposes of these Terms and who are subject to appropriate confidentiality obligations.

“Confidential Information” means information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Confidential Information does not include information that the receiving party can demonstrate:

• is or becomes publicly available without breach of these Terms;
• was already lawfully known to the receiving party without confidentiality obligations;
• is received lawfully from a third party without confidentiality obligations; or
• was independently developed without use of the other party's Confidential Information.

A party may disclose Confidential Information where required by law, regulation, court order or governmental authority, provided that it gives the other party reasonable notice where legally permitted.

7. Customer data and data protection

Vurdera's processing of personal data is described in our Privacy Policy.

Where Vurdera processes personal data contained in Customer Content on behalf of the Customer, the Customer is generally the controller and Vurdera is the processor. The parties' respective obligations regarding such processing are governed by the applicable Data Processing Agreement (“DPA”). The DPA forms part of the agreement between Vurdera and the Customer where applicable.

Vurdera's current subprocessors are identified in our applicable Subprocessor List.

8. AI providers and third-party services

The Service relies on certain third-party infrastructure and service providers, including providers of cloud infrastructure, communications services, analytics and artificial-intelligence services.

In particular, Vurdera uses Anthropic's Claude API for AI processing. Customer Content may therefore be transmitted to Anthropic where necessary to provide the requested functionality. Anthropic processes such information under its applicable commercial terms and data-processing terms.

Vurdera does not use Customer Content to train or fine-tune Vurdera's own artificial-intelligence models.

Vurdera may replace or add third-party service providers where reasonably necessary to operate or improve the Service, subject to the applicable data-protection and contractual requirements.

9. Customer Content retention

Vurdera is designed to minimise retention of Customer Content. Vurdera does not maintain a customer document repository for documents submitted for analysis. Documents submitted to the Service are processed for the relevant request and are not intentionally retained in Vurdera's application storage after that processing has completed.

Generated memoranda and related citation information may be stored locally on the Customer's device or within the Customer's browser environment. The Customer is responsible for information stored locally on its devices.

Third-party providers used by Vurdera may process information according to their own applicable contractual retention periods. Those providers are addressed in the applicable DPA and Subprocessor List.

10. Intellectual property

Vurdera and its licensors own all rights, title and interest in:

• the Service;
• the software underlying the Service;
• its source code;
• interfaces;
• workflows;
• models and model configurations;
• prompts and prompt structures;
• documentation;
• trademarks;
• visual design;
• methodologies; and
• all related intellectual property,

excluding Customer Content and Customer-owned output.

Except for the limited rights expressly granted under these Terms, no rights in the Service are transferred to you. You may not copy, modify, distribute, sell, lease, sublicense or commercially exploit the Service except as expressly permitted by these Terms or an applicable order form.

11. Customer output

Subject to your compliance with these Terms, Vurdera assigns to you, to the extent legally possible, its rights in the generated memorandum and other output produced specifically for you from your Customer Content.

You are responsible for determining whether the output is suitable for your intended purpose and for verifying its accuracy.

Because AI-generated output may incorporate information, structures or concepts generated through automated systems, Vurdera does not guarantee that every element of output will be capable of copyright protection or that output will be exclusive to you.

Vurdera will not knowingly provide another customer with your Confidential Information or Customer Content.

12. Feedback

If you provide suggestions, ideas, recommendations, bug reports or other feedback regarding the Service (“Feedback”), you grant Vurdera a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate that Feedback into the Service without restriction or payment to you.

Feedback does not include Customer Content or Confidential Information.

13. Acceptable use

You must not use the Service:

• in violation of applicable law or regulation;
• to process information you do not have the right to process;
• to infringe another person's intellectual property, privacy or other rights;
• to upload malicious code, malware or other harmful material;
• to attempt to gain unauthorised access to the Service or its underlying systems;
• to interfere with or disrupt the Service;
• to circumvent usage, seat or technical restrictions;
• to probe, scan or test the vulnerability of the Service without our written permission;
• to reverse engineer, decompile or disassemble the Service except to the extent expressly permitted by law;
• to extract or reproduce underlying models, prompts or system instructions;
• to use automated means to scrape or copy substantial portions of the Service;
• to resell or provide the Service to third parties except as expressly permitted by your subscription or order form;
• to use the Service to develop or operate a substantially competing product; or
• to use the Service in a manner that could reasonably be expected to cause harm to Vurdera, its infrastructure or other customers.

You must not attempt to circumvent any usage limits or technical restrictions applicable to your plan.

14. Accounts and access

Where account functionality is available, each user must use their own account unless the applicable plan expressly permits shared access. You are responsible for:

• maintaining the confidentiality of authentication credentials;
• ensuring that accounts are used only by authorised personnel;
• promptly notifying us of suspected unauthorised access; and
• all activity occurring through your accounts, except to the extent caused by Vurdera's failure to maintain appropriate security.

You must not share individual user credentials where doing so would circumvent subscription or seat restrictions.

15. Fees and payment

Fees, subscription levels, seat limits, usage limits and other commercial terms are set out in the applicable order form, proposal, pricing page or other written agreement between Vurdera and the Customer.

Unless otherwise agreed in writing:

• invoices are payable within 14 days of the invoice date;
• fees are stated exclusive of VAT and other applicable taxes;
• the Customer is responsible for applicable taxes other than taxes imposed on Vurdera's income;
• fees are non-refundable except where required by law or expressly agreed in writing; and
• all amounts are payable in the currency stated on the applicable invoice or order form.

Vurdera does not require customers to provide payment-card information to use the Service. Customers are invoiced directly.

If an undisputed invoice remains unpaid after its due date, Vurdera may charge interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

16. Price changes

We may change our standard pricing from time to time. Price changes will not affect a committed subscription term unless expressly agreed in the applicable order form.

For subscriptions that renew automatically, we will provide at least 30 days' notice of a material increase in the applicable subscription price. Any agreed founding-customer or other price lock will be governed by the applicable order form.

17. Renewal and cancellation

Unless otherwise stated in an order form:

• monthly subscriptions renew automatically for successive one-month periods; and
• annual subscriptions renew automatically for successive one-year periods.

Either party may prevent renewal by giving at least 30 days' written notice before the end of the then-current subscription term.

Committed annual fees are not refundable solely because the Customer elects to stop using the Service before the end of the committed term.

18. Suspension

We may temporarily suspend access to the Service where reasonably necessary:

• to prevent or address a security threat;
• to prevent unlawful activity;
• where your use materially violates these Terms;
• where continued use creates a material risk to Vurdera or another customer;
• where payment remains materially overdue following reasonable notice; or
• to perform emergency maintenance.

We will use reasonable efforts to provide notice before suspension where practicable. We will restore access when the reason for suspension has been resolved.

19. Availability and support

We aim to provide a reliable Service but do not guarantee uninterrupted or error-free availability.

Unless expressly agreed in an order form, Vurdera does not provide a contractual uptime guarantee or service-level agreement.

Support is provided by email and through reasonable direct communication with the Vurdera team. Enterprise customers may receive additional support commitments under a separate order form or service agreement.

20. Changes to the Service

We may modify, improve, replace or discontinue features of the Service from time to time. We will use reasonable efforts to avoid materially reducing the core functionality of the Service during a committed subscription term. Nothing in these Terms requires Vurdera to maintain a particular feature indefinitely.

21. Warranties

Each party represents that it has the legal authority to enter into these Terms. Vurdera warrants that it will provide the Service with reasonable skill and care.

To the fullest extent permitted by applicable law, the Service is otherwise provided “as is” and “as available.” Vurdera does not warrant that:

• the Service will always be available;
• the Service will be error-free;
• output will be accurate or complete;
• output will identify every material fact or risk;
• the Service will satisfy every particular investment or business requirement;
• output will constitute professional advice; or
• the Service will be compatible with every device, browser, document format or third-party system.

Nothing in these Terms excludes or limits any warranty or statutory right that cannot lawfully be excluded.

22. Indemnification

You will defend, indemnify and hold harmless Vurdera and its officers, directors and personnel from third-party claims, losses, liabilities, damages and reasonable costs arising from:

• your unlawful use of the Service;
• your breach of Section 5 (Customer responsibilities);
• your submission of Customer Content that you did not have the right to submit or process;
• your violation of a third party's intellectual property, privacy or confidentiality rights; or
• your material breach of these Terms.

Vurdera will promptly notify you of an indemnified claim and provide reasonable cooperation at your expense. Vurdera may control the defence and settlement of an indemnified claim, provided that it will not settle a claim in a manner that imposes an admission of wrongdoing or material obligation on you without your consent.

23. Limitation of liability

Nothing in these Terms excludes or limits either party's liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• deliberate misconduct;
• breach of confidentiality obligations to the extent liability cannot lawfully be limited;
• infringement or misappropriation of the other party's intellectual property rights to the extent liability cannot lawfully be limited; or
• any other liability that cannot legally be excluded or limited.

Subject to the above, neither party will be liable for any indirect, incidental, special, consequential or punitive loss, or for loss of profits, revenue, business opportunities, anticipated savings, goodwill or investment value, arising out of or relating to the Service or these Terms.

Neither party is liable for any investment loss or investment decision made by the other party or any third party based on output from the Service.

Subject to the exclusions above, each party's aggregate liability arising out of or relating to these Terms will not exceed the total fees paid or payable by the Customer to Vurdera under the applicable subscription during the 12 months immediately preceding the event giving rise to the claim.

For a Customer in its first 12 months of using the Service, where fewer than 12 months of fees have been paid, the cap will be the fees paid or payable for the applicable subscription term.

The limitations in this section apply to the fullest extent permitted by applicable law.

24. Term and termination

These Terms commence when you first access the Service or enter into an applicable order form and continue for the applicable subscription term.

Either party may terminate these Terms or the applicable subscription if the other party materially breaches these Terms and fails to remedy the breach within 30 days after receiving written notice.

Either party may terminate immediately if the other party:

• becomes insolvent;
• enters liquidation or equivalent proceedings;
• ceases substantially all of its business; or
• becomes subject to an insolvency process that is not dismissed within a reasonable period.

Vurdera may terminate or suspend access immediately where continued use would violate applicable law or create a material security risk.

25. Effect of termination

Upon termination:

• your right to access the Service ends;
• all unpaid fees accrued before termination remain payable;
• each party must cease using the other's Confidential Information except where continued retention is legally required;
• Vurdera will cease processing Customer Content except where necessary to comply with law or the applicable DPA; and
• Customer Content retained by Vurdera within its control will be deleted in accordance with the applicable DPA and our Privacy Policy.

Customer-owned memoranda and other information stored locally on the Customer's devices remain under the Customer's control. Unless otherwise agreed, the Customer is responsible for exporting or preserving locally stored output before terminating the Service.

26. Data deletion

Where Vurdera is required to delete Customer personal data under the applicable DPA or upon a valid deletion request, Vurdera will use reasonable efforts to complete the deletion within 30 days, subject to:

• applicable legal retention requirements;
• legitimate requirements to establish or defend legal claims; and
• retention by third-party processors in accordance with their applicable contractual retention periods.

27. Regulatory compliance

Each party is responsible for complying with laws applicable to its own activities.

The Customer is responsible for determining whether its use of the Service complies with applicable laws, regulations, investment mandates, internal policies and professional obligations.

Vurdera does not represent that the Service is suitable for use in every regulated environment or jurisdiction. Nothing in these Terms creates a regulated financial-services relationship between Vurdera and the Customer.

28. No fiduciary relationship

The relationship between Vurdera and the Customer is that of independent contracting parties. Nothing in these Terms creates:

• a partnership;
• joint venture;
• employment relationship;
• agency relationship;
• fiduciary relationship; or
• investment-advisory relationship.

Neither party has authority to bind the other except as expressly agreed in writing.

29. Third-party claims and third-party services

The Service may depend on third-party services, infrastructure, software, APIs and networks. Vurdera is not responsible for failures caused solely by third-party services outside Vurdera's reasonable control.

Third-party services may have their own terms and privacy policies. Your use of those services through the Service may be subject to those terms where applicable.

30. Force majeure

Neither party will be liable for failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, sanctions, telecommunications failures, internet outages, failures of cloud or infrastructure providers, widespread cyber incidents, or other events outside the affected party's reasonable control.

The affected party will use reasonable efforts to mitigate the impact and resume performance.

31. Assignment

Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms without consent to:

• an affiliate;
• a successor in connection with a merger, acquisition or corporate reorganisation; or
• a purchaser of substantially all of the relevant business or assets,

provided that the assignee assumes the assigning party's obligations under these Terms.

32. Changes to these Terms

We may update these Terms from time to time to reflect changes to the Service, new features, changes in law, changes to our business or changes to our operational practices.

We will provide reasonable notice of material changes. Material changes will not take effect during a committed subscription term where doing so would materially reduce the Customer's contractual rights, unless required by law or otherwise agreed with the Customer.

Your continued use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms for future use.

33. Notices

Notices relating to these Terms must be provided in writing. Notices to Vurdera should be sent to privacy@vurdera.com for privacy and data-protection matters, or to the business contact address provided in your order form for commercial matters.

We may provide notices to the Customer through the email address associated with the Customer's account or the primary business contact identified in the applicable order form.

34. Entire agreement

These Terms, together with any applicable order form, DPA, Privacy Policy and other documents expressly incorporated into them, constitute the entire agreement between the parties regarding the Service and supersede prior agreements or understandings concerning that subject matter.

If there is a conflict:

• the signed order form or separate written agreement takes priority;
• the DPA takes priority for matters concerning personal-data processing;
• these Terms govern other matters relating to the Service; and
• the Privacy Policy governs Vurdera's controller activities described in that policy.

35. Severability

If any provision of these Terms is held to be invalid, unlawful or unenforceable, that provision will be interpreted to the minimum extent necessary to make it enforceable. If it cannot be made enforceable, it will be severed without affecting the validity of the remaining provisions.

36. Waiver

A failure or delay by either party to exercise a right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver is effective only if given in writing and applies only to the specific circumstance for which it is given.

37. Governing law and jurisdiction

These Terms and any dispute arising out of or relating to them are governed by the laws of the United Arab Emirates as applicable in the Emirate of Ajman, without regard to conflict-of-law principles.

The courts of Ajman, United Arab Emirates will have exclusive jurisdiction over disputes arising out of or relating to these Terms, except where applicable law requires a dispute to be brought elsewhere.

The parties may agree in an order form or separate written agreement to a different governing law, jurisdiction or dispute-resolution mechanism for a particular customer.

38. Contact

Questions about these Terms should be directed to:

BHUTAN IMPORT COMPANY FZC LLC
Trading as Vurdera / BIC / Business Intelligence Consulting
26th Floor, Amber Gem Tower
Ajman, United Arab Emirates
Email: privacy@vurdera.com