Sherlock Deal — Terms & Conditions of Use

Version 3.0 — [●] 2026

Provider: Exotictarget, Lda (operator of the Sherlock Deal platform — "Exotictarget", "we", "us"), a limited liability company incorporated under the laws of Portugal, registered with the Commercial Registry under single registration and tax identification number (NIPC) 515206415, with registered office at Rua Salvato Feijó, Torre Active Centre, Y, 4900-415 Viana do Castelo, Portugal, share capital of €[●].

Contact: [legal@sherlockdeal.com — confirm] · Platform: the Sherlock Deal web application, available at sherlockdeal.com (the "Platform").

These Terms are drafted in English, the working language of the Platform. Where mandatory rules of Portuguese or European Union law grant you rights that these Terms do not reflect, those rules prevail. A Portuguese-language version may be made available; in case of divergence, the version accepted by the User at registration prevails to the extent permitted by law.

1. Who we are and what these Terms cover

1.1. These Terms & Conditions (the "Terms") govern access to and use of the Platform, an online software service (SaaS) that helps startup founders prepare for and manage investor relations, and helps investors discover and evaluate startups, including through the matching functionality "MatchDeal".

1.2. These Terms constitute a binding agreement between Exotictarget and each person or entity that creates an account or uses the Platform (the "User"). They are made available pursuant to the information duties of Decree-Law no. 7/2004, of 7 January (electronic commerce), and constitute general contractual clauses subject to Decree-Law no. 446/85, of 25 October. They are presented to the User before account activation, may be read in full at any time in the Platform (Support → Terms & Conditions), can be downloaded and stored, and the version accepted by each User is recorded together with the date and time of acceptance.

1.3. The Platform is directed at professional use by (i) founders and staff of companies seeking investment ("Founder Users") and (ii) professional investors, investment vehicles and their representatives ("Investor Users"). If, exceptionally, a User qualifies as a consumer within the meaning of Law no. 24/96, of 31 July, the mandatory protections of consumer law — including, where applicable, Decree-Law no. 24/2014, of 14 February — apply and prevail over any conflicting clause.

2. Definitions

"Account" — the personal access credential set associated with an email address.

"Organisation" — a workspace representing a company (startup) or an investment entity, to which one or more Accounts may be linked.

"Content" — any information, data, documents, text or images submitted to the Platform by a User.

"Vault / Data Room" — the document storage area where Founder Users store documents and control their disclosure to specific Investor Users.

"MatchDeal" — the functionality that suggests potential matches between startups and investors based on the profiles both sides have provided.

"AI Features" — functionalities that generate or transform content using automated artificial-intelligence models, as identified in the Platform (see Clause 9).

"Plan" — the subscription tier applicable to an Organisation or Investor User, as described in the Platform's pricing pages.

3. Account registration and security

3.1. Registration requires a valid email address. Authentication is performed by secure link or code sent to that address. The User warrants that the information provided at registration and in profiles is true, accurate and kept up to date.

3.2. Accounts are personal. The User must not share credentials or allow third parties to use the Account. The User is responsible for all activity carried out through the Account until it notifies us of unauthorised use at [support email], after which we will suspend or secure the Account within a reasonable time.

3.3. A User acting on behalf of an Organisation warrants that it has authority to bind that Organisation to these Terms. Where several Accounts are linked to one Organisation, the Organisation is responsible for managing its members' access.

3.4. We may refuse, suspend or limit registration where there are reasonable indications of fraud, impersonation, breach of these Terms, or a legal obligation to do so, with reasoned notice except where the law requires or justifies otherwise.

4. Description of the service

4.1. For Founder Users, the Platform provides, depending on Plan: a company profile ("About"); the Vault/Data Room with granular, per-investor disclosure control; an investor pipeline with discipline rules (contact caps, follow-up limits); tasks, agenda and dashboard; readiness analysis and training tools; a professional network feature ("My Network"); messaging with connected investors; and AI Features that assist with drafting and analysis.

4.2. For Investor Users, the Platform provides, depending on Plan: an investor profile; MatchDeal discovery; a pipeline of startups with staged, consent-based access to information ("disclosure levels"); access to documents that founders have expressly shared; evaluation tools; agenda; and messaging.

4.3. Staged disclosure. Information about a startup is disclosed to an Investor User only in the measure the Founder User has configured and, beyond a minimal public teaser, only after reciprocal, recorded expressions of interest. The Platform records these consent events and acts as witness to the connection between the parties.

4.4. The Platform is an introduction and workflow tool only. We do not: (i) provide investment advice, recommendations or solicitations within the meaning of the Portuguese Securities Code (Código dos Valores Mobiliários) or MiFID II; (ii) intermediate, receive, transmit or execute orders relating to financial instruments; (iii) hold, transfer or process investors' or founders' funds; (iv) operate a crowdfunding service within the meaning of Regulation (EU) 2020/1503; or (v) verify, underwrite or guarantee any information, valuation or transaction. Any investment decision, negotiation, agreement or transaction occurs outside the Platform, exclusively between the parties, at their own risk and responsibility. Users are strongly advised to conduct their own due diligence and obtain independent legal, tax and financial advice.

4.5. Match scores and rankings. MatchDeal scores, ordering and suggestions are produced from the profile parameters each side declares (sector, stage, ticket, geography and similar) and usage signals, as summarily described in the Platform. They are indicative only, are not a quality judgment or investment recommendation, and create no expectation of introduction, meeting or investment. For business users, this clause, together with the in-product descriptions, constitutes the transparency information on ranking parameters referred to in Regulation (EU) 2019/1150 ("P2B Regulation") to the extent it applies.

5. Plans, prices and payment

5.1. Certain functionalities are free of charge; others require a paid Plan or the purchase of usage credits. The functionalities, limits and prices of each Plan are those described in the Platform's pricing pages at the time of contracting, which form part of the contract. Prices are stated in euro and, where applicable, exclude VAT at the legal rate.

5.2. Payments are processed by third-party payment providers (currently Stripe). We do not store full card data. Subscriptions renew automatically for successive periods equal to the initial one unless cancelled before renewal; cancellation takes effect at the end of the paid period, without refund of the current period except where the law requires otherwise.

5.3. We may change Plan prices and composition for the future with at least 30 days' notice by email or in-product message. If the User does not accept the change, it may cancel before the change takes effect; continued use after that date constitutes acceptance.

5.4. Usage-based allowances (for example, monthly AI drafting quotas or credits) reset and expire as described in the Plan; unused allowances are not convertible into money.

5.5. Right of withdrawal (consumers only). A User who qualifies as a consumer has the right to withdraw from a paid contract within 14 days without stating a reason (Decree-Law no. 24/2014). By expressly requesting immediate access to paid digital services and acknowledging the consequent loss of the withdrawal right upon full performance, the consumer loses that right in the terms of article 17(1)(l) of that statute; for continuous services, withdrawal within the period entitles the consumer to a refund proportional to the unused period.

6. User Content, Vault and confidentiality

6.1. Content belongs to the User (or its licensors). The User grants us a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, display and transmit Content strictly to the extent necessary to provide the Platform's functionalities as configured by the User, to comply with law, and to enforce these Terms. This licence ends when the Content is deleted, subject to residual copies kept for backup and legal-compliance purposes for limited periods.

6.2. Disclosure control. Documents in the Vault are visible only to the Founder User's own Organisation until that User expressly shares them. Sharing may be conditioned on acceptance of a non-disclosure undertaking within the Platform. We never make Vault documents public and never grant an Investor User access beyond what the Founder User configured. The Founder User remains solely responsible for deciding what to share and with whom.

6.3. Security scanning of uploaded documents. Files uploaded to the Vault are checked for malware using only their cryptographic fingerprint (hash) against a threat-intelligence database. The file's content is validated locally for its actual format before upload. At no point is the file itself transmitted to, or shared with, any external service for this purpose.

6.4. Investor-side duties. An Investor User that receives access to non-public information through the Platform undertakes to use it exclusively to evaluate a possible investment in the disclosing startup, not to disclose it to third parties beyond its own team members bound by equivalent duties, and to respect any NDA accepted in the Platform. This duty survives termination of the Account.

6.5. The User warrants that its Content does not infringe third-party rights (including intellectual property, personality rights and trade secrets), does not violate the law, and that it holds all consents necessary for the personal data included in it (for example, team members' CVs).

6.6. We act as a hosting provider in respect of Content within the meaning of articles 4 to 6 of Regulation (EU) 2022/2065 ("DSA") and Decree-Law no. 7/2004. We do not exercise prior control over Content. Illegal content may be reported to [abuse email]; we will process notices diligently and may remove or disable access to content that is illegal or violates these Terms, informing the affected User with reasons, subject to the DSA where applicable.

7. Acceptable use

7.1. The User must not: (a) use the Platform for unlawful purposes or in breach of third-party rights; (b) submit false, misleading or fraudulent information, impersonate others, or misrepresent affiliation; (c) attempt to access accounts, data or areas of the Platform to which it has no authorisation, probe or breach security measures, or introduce malware; (d) crawl, scrape, spider or otherwise mass-extract Content or data from the Platform by automated means, or copy or store any significant portion of such Content, whether or not for the purpose of building a database (competing or otherwise); (e) send unsolicited mass communications through or by means of data obtained from the Platform; (f) circumvent technical limits, quotas, anti-spam and discipline rules that are part of the service design; (g) reverse engineer, decompile or copy the Platform's software except as permitted by mandatory law; (h) resell, sublicense or make the Platform available to third parties outside its Organisation without our written consent; (i) use the Platform, or any Content or data obtained through it, to train, fine-tune, evaluate or otherwise develop or improve any machine-learning or artificial-intelligence model, whether or not for a competing product, and irrespective of whether the User's access to the Platform is on a paid or free basis.

7.2. Contact and networking functionalities embed anti-abuse rules (daily and weekly caps, double opt-in connections and referrals, justification requirements). These rules are part of the service and their circumvention is a material breach.

7.3. We may suspend, limit or terminate access, remove content, or apply less severe measures (warning, feature limitation), proportionally to the seriousness of the breach, with reasoned notice except where immediate action is necessary to protect the Platform, other Users or third parties.

8. Personal data protection

8.1. The processing of personal data in connection with the Platform is described in the Privacy Policy [link], which forms an integral part of the information provided to Users and complies with Regulation (EU) 2016/679 ("GDPR") and Law no. 58/2019, of 8 August.

8.2. In summary and without prejudice to the Privacy Policy: (a) for Account, billing, security and platform-analytics data, Exotictarget is the controller; (b) for personal data contained in Content that Organisations upload and manage (for example, contact lists, documents), Exotictarget acts as processor on documented instructions of the Organisation, which is the controller; a data-processing addendum forms part of these Terms for such processing, covering subject matter, duration, security measures, sub-processors, assistance and deletion/return of data on termination.

8.3. We use sub-processors to provide the service — currently including Supabase (database and authentication), Vercel (hosting), Stripe (payments), Anthropic (AI processing) and [Resend (email)] — under contracts imposing equivalent data-protection duties, with transfers outside the EEA covered by adequacy decisions or standard contractual clauses. The current list is available at [link] and material changes will be notified.

8.4. Users may exercise their rights of access, rectification, erasure, restriction, portability and objection as described in the Privacy Policy, and may lodge a complaint with the CNPD (Comissão Nacional de Proteção de Dados, www.cnpd.pt).

8.5. Cookies and similar technologies are used as described in the [Cookie Policy], in compliance with Law no. 41/2004, of 18 August.

9. AI Features and generated content

9.1. Certain functionalities generate or transform content using third-party large-language-model services (currently Anthropic's Claude API). These functionalities are identified in the product. In compliance with the transparency principles of Regulation (EU) 2024/1689 ("AI Act"), the Platform indicates when content presented to the User was generated with AI assistance.

9.2. AI-generated output is produced from the data the User (or, where so designed, the counterparty startup) has provided and is assistive only: it may contain errors, omissions or outdated statements, must be reviewed by the User before any use, and does not constitute legal, financial, tax or investment advice. The User remains solely responsible for any use of AI-generated output, including sending it to third parties.

9.3. The Platform's design restricts the data made available to AI Features (for example, investor-facing generated summaries are produced only from information the startup itself provided and released). Details are given in the Privacy Policy. AI Features may be subject to Plan quotas or credits (Clause 5.4).

9.4. To the extent permitted by our AI providers' terms, and as between the parties, Exotictarget claims no ownership over AI output generated from the User's Content; such output is treated as the requesting User's Content under Clause 6.

10. Intellectual property

10.1. The Platform — including software, design, interfaces, trademarks (including "Sherlock Deal"), logos and databases — is owned by Exotictarget or its licensors and protected by intellectual-property law, including the Código do Direito de Autor e dos Direitos Conexos and the Código da Propriedade Industrial. These Terms grant the User only a limited, non-exclusive, non-transferable right to use the Platform for its intended purpose during the term of the contract.

10.2. Feedback and suggestions voluntarily provided about the Platform may be used by us without restriction or compensation, excluding any Content or confidential information of the User.

11. Availability, support and changes to the service

11.1. We use reasonable efforts to keep the Platform available on a continuous basis, but do not guarantee uninterrupted or error-free operation. Planned maintenance will, where feasible, be performed at low-usage times and announced in advance. The Platform is provided "as is" within the limits of Clause 13 and of mandatory law.

11.2. Features identified as beta, preview or experimental may be changed or withdrawn at any time and are excluded from any availability expectations.

11.3. We may evolve, add, replace or discontinue functionalities. If a change materially reduces the functionalities of a paid Plan mid-period, the affected User may terminate the Plan and receive a pro-rata refund of the unused period.

11.4. Support is provided through the in-product Support area and [support email]. Response targets, where offered, are indicative unless expressly agreed otherwise in writing.

12. Third-party services and links

The Platform interoperates with third-party services (for example, payment processing, email delivery, links to external websites or documents). Those services are governed by their own terms; we are not a party to, and assume no responsibility for, the User's relationship with them, without prejudice to our responsibilities as controller or processor under Clause 8.

13. Liability

13.1. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Portuguese law, including liability for damages caused by wilful misconduct (dolo) or gross negligence (culpa grave), or the mandatory guarantees of consumers.

13.2. Subject to Clause 13.1, and given the nature of the service as a workflow and introduction tool: (a) we are not liable for the accuracy, legality or completeness of information, documents or statements provided by Users, nor for the conduct of Users on or off the Platform; (b) we are not liable for any investment decision, negotiation, failed transaction, or the outcome of any relationship initiated through the Platform; (c) we are not liable for indirect or consequential damages, loss of profit, loss of business opportunity, or reputational damage arising from the use or inability to use the Platform.

13.3. Subject to Clause 13.1, our total aggregate liability arising out of or in connection with the contract, in each 12-month period, is limited to the amounts paid by the affected User (or its Organisation) to Exotictarget for the Platform in that period or €500, whichever is higher.

13.4. The User shall indemnify Exotictarget against third-party claims arising from Content it submitted or from its breach of these Terms, to the extent of its responsibility and except where the claim results from our own breach.

14. Term, suspension and termination

14.1. The contract enters into force upon acceptance of these Terms and remains in force while the Account exists.

14.2. The User may terminate at any time by deleting its Account in the Platform or by written request to [support email]. Paid periods already begun are governed by Clause 5.

14.3. We may terminate with 30 days' notice for convenience of discontinuation of the service, or with immediate effect, by reasoned notice, in case of material breach (including Clauses 6.4, 7 and non-payment not cured within 15 days of notice), fraud, legal obligation, or serious risk to the Platform or third parties.

14.4. Consequences. Upon termination: access ceases; the User may export its Content during the 30 days following termination using the tools provided or by request; after that period we will delete Content within the timelines of the Privacy Policy, except for data we must retain by law (for example, billing records) or minimal records evidencing consents, disclosures and acceptance of these Terms, kept for evidentiary purposes for the applicable limitation periods. Duties which by their nature survive (confidentiality, liability, IP) remain in force.

15. Changes to these Terms

15.1. We may amend these Terms for legal, technical, security or service-evolution reasons. Material changes will be notified at least 30 days in advance by email or prominent in-product notice, indicating the changes. If the User does not accept, it may terminate free of charge before the effective date; continued use after that date constitutes acceptance. The version history is available in the Platform.

15.2. Non-material changes (for example, clarification or contact updates) may enter into force upon publication.

16. Miscellaneous

16.1. Assignment. The User may not assign the contract without our consent. We may assign it within a corporate restructuring or sale of the business, provided the User's rights are not reduced; the User will be notified.

16.2. Severability. If any clause is held invalid, the remainder stays in force; the invalid clause shall be replaced by a valid one with equivalent economic and legal effect, or by the applicable statutory rule.

16.3. No waiver. Failure to exercise a right is not a waiver of it.

16.4. Entire agreement. These Terms, the pricing pages, the Privacy and Cookie Policies and any written specific conditions constitute the entire agreement on the use of the Platform.

16.5. Force majeure. Neither party is liable for failure caused by events beyond its reasonable control (including failures of electricity or communications networks, cyber-attacks despite adequate security, natural disasters, acts of authority), while the event lasts and provided reasonable mitigation.

16.6. Communications. We may contact the User by email to the Account address or in-product; the User may contact us at the addresses in the header. Communications are deemed received when accessible in the electronic mailbox, per article 224 of the Civil Code.

17. Governing law, disputes and complaints

17.1. These Terms are governed by Portuguese law, without prejudice to more protective mandatory rules of the law of a consumer's habitual residence within the EU.

17.2. For disputes between Exotictarget and business Users, the courts of the district of Viana do Castelo have exclusive jurisdiction. For consumers, the legally competent courts apply.

17.3. Consumer ADR (Lei no. 144/2015). A consumer may resort to alternative dispute-resolution entities; a list is available at the Direção-Geral do Consumidor's "Portal do Consumidor" (www.consumidor.gov.pt). For the provider's district, the territorially competent entity is CIAB — Centro de Informação, Mediação e Arbitragem de Consumo (Tribunal Arbitral de Consumo), www.ciab.pt [confirm adhesion or applicable entity before publication].

17.4. Complaints book. The electronic complaints book (Livro de Reclamações Eletrónico) is available at www.livroreclamacoes.pt, per Decree-Law no. 156/2005.

17.5. Nothing in this Clause limits either party's right to seek urgent injunctive relief before the competent courts.

Acceptance

By ticking "I have read and accept the Terms & Conditions" at first login, the User declares that it has read, understood and accepts these Terms in full, and that its acceptance, recorded electronically with date and time, has the legal value of a written declaration for the purposes of articles 3 and 25 et seq. of Decree-Law no. 7/2004. The full text may be consulted at any time in Support → Terms & Conditions and may be stored and reproduced by the User.

[Remaining fields to complete before publication: share capital (€[●]), version date, contact emails (legal/support/abuse), and the links to the Privacy Policy, Cookie Policy and sub-processor list. This document is a draft prepared to reflect Portuguese and EU law applicable to an online B2B platform; it should be reviewed by a Portuguese lawyer before entering into production, in particular Clauses 5, 8, 13 and 17 and the CIAB adhesion.]