Legal
Data Room Terms
Version DraftNot yet in force
These terms describe how data room material is handled on Mantl. They are not legal advice.
A data room holds confidential material a seller releases to a named buyer. These terms bind both the seller who releases material and the buyer who receives it, and apply in addition to the Terms of Service.
Access
Access to a data room is granted by the seller to a named account, for a stated purpose, and may be withdrawn by the seller at any time. Access is personal to the account granted it. Credentials are not shared, and material is not opened on behalf of anyone other than the account holder and their own professional advisors.
Confidentiality
All material in a data room is confidential. A buyer receiving it uses it solely to evaluate the opportunity presented, does not disclose it to any person outside their own professional advisors, and ensures those advisors are bound to the same obligation. The existence of the data room and the fact that a business is exploring a sale are themselves confidential.
Permitted use
Material is used only to evaluate a possible acquisition. It is not used to compete with the business, to solicit its customers, suppliers or staff, or for any commercial purpose unrelated to the evaluation.
Copying and retention
Material is view-only. It cannot be downloaded, printed, copied, photographed or forwarded. Every page carries a watermark with the viewer's name and the time of viewing.
Seller responsibilities
The seller is responsible for the accuracy of the material released. An attorney certifies the seller's authority to sell. Mantl does not verify or audit the financial information supplied.
Diligence access fee
Non-refundable once paid. The only exception is where the listing is withdrawn or set inactive after you have paid but before the data room opens; the fee is then returned in full.
No warranty and no offer
Material is provided as it stands, without warranty as to its accuracy or completeness. Nothing in a data room is an offer to sell, and no obligation arises between the parties other than the confidentiality and use obligations set out here until a separate written agreement is signed.
Logging
Mantl records which accounts access a data room and when. These records are available to the seller and are kept as part of the record of the engagement.
Breach
Where these terms are breached, Mantl may revoke access, suspend the account and notify the seller. Nothing here limits any remedy the seller has directly against the buyer.
Last updated: Not yet in force