Terms of Service

Lyndon Advisory (HK) Limited (“Lyndon”, “we”, “us”, or “our”) is an M&A advisory firm providing advisory services, deal sourcing, and related services to business owners, investors, and corporate teams across Asia Pacific.

Lyndon Advisory (HK) Limited is incorporated in Hong Kong with its registered address at Unit B, 22F Ford Glory Plaza, 37-39 Wing Hong St, Cheung Sha Wan, Hong Kong.

Lyndon does not hold an Australian Financial Services Licence (AFSL) and does not provide financial product advice within the meaning of the Corporations Act 2001 (Cth).

Lyndon’s services relate to the sale and acquisition of private businesses and do not constitute advice on financial products. Nothing in these Terms or in any materials provided by Lyndon should be construed as financial product advice, investment advice, or a recommendation to enter into any financial product transaction.

Any indicative valuations, buyer overviews, market analysis, or other information provided by Lyndon are for discussion purposes only and do not constitute formal valuations, appraisals, or financial advice. These materials are intended to assist clients in considering their options and should not be relied upon as a substitute for independent professional advice.

Clients should obtain independent legal, tax, accounting, and financial advice before making any decisions relating to the sale, acquisition, or restructuring of a business.

Any advisory engagement with Lyndon is subject to a separate written engagement letter, which will contain its own terms and conditions governing the scope of services, fees, and obligations of each party. In the event of any conflict between these Terms and a signed engagement letter, the engagement letter will prevail.

You must:

• Be legally capable of entering into a binding contract
• Provide accurate information when submitting enquiries or engaging our Services
• Keep any login credentials, access links, verification codes, and data room sessions secure
• Access protected data rooms only as the individual or organization to whom access was granted
• Promptly notify us of any unauthorized use of your account

You are responsible for all activity under your account unless caused by our breach of security obligations.

You must not:

• Use the website or Services for unlawful, fraudulent, or misleading activity
• Attempt unauthorized access to our systems or data
• Attempt to bypass, disable, or test data room permissions, watermarking, download controls, link controls, or audit logging
• Interfere with the security, integrity, or availability of the website or Services
• Upload malicious code or harmful content
• Infringe intellectual property or privacy rights
• Scrape or extract data from the website in violation of applicable law or these Terms
• Use automated tools, bulk-download scripts, or credential sharing to access data room materials except through features expressly made available in the Services
• Misrepresent your identity, authority, or the nature of your business when engaging with Lyndon
• Access, copy, disclose, distribute, or use protected data room materials or Q&A content except as permitted by the applicable non-disclosure agreement, written authorization from the relevant deal parties, or the controls made available in the data room

We may suspend or restrict access for violations.

“Customer Data” means information, files, documents, Q&A submissions, support requests, buyer or seller information, and other content submitted to Lyndon by you, your organization, or other authorized deal participants in connection with the Services.

You retain ownership of Customer Data. You grant us a non-exclusive, worldwide, limited licence to host, process, transmit, and use Customer Data solely to provide, secure, support, and improve the Services in accordance with these Terms and applicable law.

You are responsible for:

• Having all rights and permissions required for your Customer Data
• Ensuring your use complies with confidentiality and legal obligations

Data room materials

Data room materials are supplied by sellers, buyers, advisors, or other deal participants. Unless separately agreed in writing, Lyndon provides the platform and related services and is not responsible for the accuracy, completeness, legality, suitability, or commercial adequacy of materials uploaded or shared by deal participants.

Data room access may be limited by buyer group, document, folder, link, time period, or other controls. Access to one data room, folder, document, buyer group, or Q&A thread does not create any right to access other data rooms, folders, documents, buyer groups, questions, answers, or platform administration areas.

Lyndon uses artificial intelligence, including third-party AI services, to assist with deal materials, buyer matching, market analysis, document generation, and other aspects of the Services.

AI-generated outputs are reviewed by Lyndon’s advisory team before being shared with clients. However, AI outputs may contain errors, omissions, or inaccuracies. You acknowledge that AI-generated content is provided as a starting point and should not be relied upon as the sole basis for any business, financial, or legal decision.

You are responsible for independently verifying any AI-generated information before acting on it. Lyndon does not warrant the accuracy, completeness, or suitability of any AI-generated content for your particular circumstances.

Protected data room documents, buyer Q&A, and buyer support requests are not used to train general-purpose AI models. If AI features are enabled for a specific engagement or platform workflow, processing will be limited to providing, securing, supporting, or improving the relevant Services, subject to applicable confidentiality obligations and access controls.

Our handling of personal information is described in our Privacy Policy.

By using the Services, you acknowledge the Privacy Policy.

We and our licensors own all rights, title, and interest in and to the website and Services, including software, interfaces, methodologies, proprietary tools, and content published on the website, excluding Customer Data.

Except as expressly permitted by these Terms, you may not:

• Copy, modify, distribute, or create derivative works of the website or Services
• Reverse engineer or decompile any software used to deliver the Services except where prohibited by law
• Remove proprietary notices

The Services may integrate with or reference third-party tools, data sources, and service providers. Your use of third-party services is governed by their respective terms and policies. We are not responsible for third-party services we do not control.

Third-party services may include hosting, cloud storage, databases, authentication, email delivery, analytics, security monitoring, document processing, and AI providers used to operate or support the Services.

We may modify, update, or discontinue features of the website or Services from time to time. We will use commercially reasonable efforts to maintain website availability but do not guarantee uninterrupted operation.

Data room access may also be changed, restricted, revoked, archived, or terminated at the direction of authorized deal parties or where required for security, legal, confidentiality, or operational reasons.

Fees for advisory services are set out in the applicable engagement letter or service agreement between you and Lyndon. Fee structures may include retainers, success fees, or other arrangements as agreed in writing.

Failure to pay applicable fees may result in suspension or termination of Services.

Each party may receive confidential information from the other. The receiving party must:

• Use confidential information only for permitted purposes
• Protect it with reasonable care
• Not disclose it except to personnel, contractors, or professional advisors with a need to know and appropriate confidentiality obligations

This section does not apply to information that is public, independently developed, or lawfully obtained from a third party without confidentiality restrictions.

If you access a data room, you must use the information only to evaluate the transaction or opportunity for which access was granted. You must not copy, disclose, distribute, or use protected data room materials, buyer Q&A, or other confidential deal information for any other purpose except as permitted by the applicable non-disclosure agreement, written authorization from the relevant deal parties, or the controls made available in the data room.

Where a separate non-disclosure agreement or confidentiality provisions in an engagement letter apply, those terms will govern to the extent of any conflict with this section.

The website and Services are provided on an “as is” and “as available” basis to the extent permitted by law.

To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

We do not guarantee that:

• Any transaction will be completed
• Any specific valuation or sale price will be achieved
• Matching or deal sourcing outcomes will meet specific commercial objectives
• The website or Services will be error-free or uninterrupted

Indicative valuations, market analyses, and buyer assessments provided by Lyndon are estimates only and may differ materially from actual transaction outcomes. These materials are based on information available at the time of preparation, and actual results will depend on market conditions, buyer appetite, due diligence findings, and other factors beyond Lyndon’s control.

Unless separately agreed in writing, Lyndon is not a party to any transaction being evaluated through a data room and does not independently verify every document, response, or item of information uploaded or provided by deal participants.

To the fullest extent permitted by law:

• We are not liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, goodwill, or data
• Our total aggregate liability arising out of or relating to the Services will not exceed the amount paid by you (or your organization) to us for the Services during the 12 months before the event giving rise to liability

Nothing in these Terms limits liability that cannot be limited under applicable law, including the Australian Consumer Law where it applies.

You will indemnify and hold harmless Lyndon Advisory (HK) Limited and its affiliates, officers, employees, and agents from claims, damages, liabilities, and costs arising from:

• Your Customer Data
• Your use of the Services in violation of these Terms or law
• Your infringement of third-party rights
• Any misrepresentation by you regarding your authority, identity, or business

We may suspend or terminate access if:

• You materially breach these Terms
• Continued access creates security, legal, or operational risk
• Required by law or competent authority
• An authorized deal party requests removal, restriction, or archival of your data room access

You may stop using the Services at any time. Termination does not relieve obligations accrued before termination.

For active advisory engagements, termination rights and procedures are governed by the applicable engagement letter.

These Terms are governed by the laws of the Hong Kong Special Administrative Region, without regard to conflict of law rules.

You agree that courts of Hong Kong have non-exclusive jurisdiction over disputes arising out of or relating to these Terms, unless otherwise required by mandatory law in your jurisdiction.

We may update these Terms from time to time. When we do, we will update the “Last Updated” date. Continued use after changes become effective means you accept the updated Terms.