Terms of use · Vendu

1. Who we are and what these terms cover

These terms govern your use of Vendu (“we”, “us”), a marketplace where owners of private companies, and private equity firms selling a company they own, can see which participating investment funds fit their company and what each would indicate it might pay, and then run a competitive sale with the funds they choose. By creating an account you agree to these terms and to our privacy policy. Section 9 adds terms that apply to funds.

DraftName the legal entity that operates the service, its address and a contact email. Until an entity exists, the service is operated by an individual, which affects liability.

2. How the service works

Listing. You list your company and add figures, typed in or read from documents you upload. You review and confirm every figure before it is used.
Screening. Software compares your company with each participating fund’s stated focus and limits whenever your listing or figures change. Funds that fit see an anonymous profile of your company (section 5).
Price check. For a fee, you see which funds fit and a price range for each, calculated from that fund’s own pricing rule and your confirmed figures.
Sale process. If you choose, you invite funds from your price check to a sale process. Each invited fund decides whether to accept. You can set deadlines for bid rounds, share a data room, answer questions and document requests, and exchange messages.
Offers. Funds submit sealed offers: each fund sees only its own. You compare them, rank what matters to you, choose a buyer and keep other live offers as backups.
Diligence and close. You and your buyer track closing steps together. If the buyer lowers its price below its quote without a documented reason, you can move to a backup. When the sale closes, you record the final price.

Garde buyer emails. Separately, you can forward buyer outreach you receive to a private Vendu address. Vendu sorts it and shows it to you. Vendu replies to a firm only when you approve that reply, using a fixed text that does not say your company is for sale. You must have the right to forward the emails you send us, and you can pause or delete your address at any time.

The sale itself, including the purchase agreement, diligence, financing and payment of the price, happens between you and the buyer, under your own agreements and with your own advisers. Vendu is not a party to it.

3. Indications are not offers

A price shown in a price check is a non-binding indication. It is calculated automatically from your confirmed figures and a rule each fund set in advance, before any person at the fund has looked at your company. If your figures are later verified (for example, by a quality-of-earnings report), the indication is recalculated on the verified figures. It is not an offer to buy, a commitment to make an offer, an appraisal, a valuation opinion or a fairness opinion.

Offers that funds submit in a sale process are also non-binding, including final bids, unless and until you and the fund sign a separate written agreement that says otherwise.

4. What we do and don’t do

We provide the software and run the rules of the process: sealed offers, deadlines, recalculation on verified figures, reputation scores and a log of every action. We do not negotiate for you or for any fund, hold or move the purchase price, or arrange financing. Rankings and AI-written comparisons of offers follow the priorities you set and are there to help you read the offers; they are not a recommendation to accept any offer. We do not give investment, financial, legal, tax or accounting advice. We recommend you use your own advisers before agreeing to any sale.

DraftSecurities counsel to confirm whether running the process, ranking offers and charging a success fee require broker registration, or fit the federal M&A broker exemption (Exchange Act section 15(n)) and the rules of each state where users are located; and whether AI comparisons of offers raise investment-adviser questions. No success fee is charged until this is resolved.

5. Confidentiality: who sees what

Before you invite anyone: funds whose focus fits your company see an anonymous profile in their watchlist: industry, a revenue range, an EBITDA range, your sale timing and a short reason it fits. Never your company’s name, website, description or documents.
Funds you invite see, before deciding whether to accept: your approved anonymous teaser (or, if you haven’t approved one, your short description), your industry and your confirmed figures. They also see their own indication for your company.
Funds that accept agree to the confidentiality terms in section 9 and then see your company’s name, website, description, figures and the standard files in your data room, and can message you.
Sensitive files (for example customers, contracts, pricing and compensation) are withheld from a fund that says it owns a competing company until it confirms it will review them through a clean team.
Contact details: your email is shared with a fund when you shortlist it for a management meeting.
Questions a fund asks, and your answers, are visible only to that fund unless you choose to share an answer with every fund in the process.
Funds never see other funds’ offers, which other funds you invited, or how you ranked them. You never see a fund’s focus description, limits or pricing rule, or why a fund did not fit.

We record every data-room download and show you which fund downloaded what. Once a fund has downloaded a file, we cannot recall that copy; the fund’s confidentiality obligations continue to apply to it.

6. Accounts and teams

You must be at least 18 and able to enter into a binding contract. Give accurate account information and keep your password secure; you are responsible for activity under your account. One account represents one company, and you may list a company only if you own it or are authorized to act for its owners (for example, as a private equity firm selling a portfolio company). Fund accounts are by invitation; a fund’s owner can invite colleagues, and everyone on a fund’s team sees the same pipeline and deals.

7. Your information and its accuracy

You confirm that you have the right to upload the documents and figures you provide, and that, to the best of your knowledge, the figures you confirm are accurate and cover the periods stated. Figures and findings read automatically from documents can be wrong: you review them before they are used, and you are responsible for the figures you confirm and the files you share with funds. Indications are only as accurate as the figures behind them.

8. Fees and payment

Price checks. Before you pay, we tell you how many funds fit your company; if none do, there is nothing to pay for. Seeing the results of a price check costs the fee shown before you pay. One payment unlocks the results of one price check. A new price check (for example, after you update your figures) is paid for separately, and results you have already paid for stay available. Payments are processed by Stripe; we do not receive or store your card details. During testing, payments run in Stripe’s test mode and no real charges are made.

Success fee. If you start a sale process and a sale to a fund you met through that process closes, you pay a success fee: a percentage of the final sale price, with a minimum and possibly a cap, shown to you and accepted before the process starts. Those terms stay fixed for that process. The fee is the same whichever fund buys, and no fee is due if no sale closes. During the pilot no success fee is charged; the amount is recorded for reference only.

Funds do not currently pay to use the service.

DraftSet the refund policy for price checks and whether a new check within a short window is free. Lawyer to confirm the success-fee structure (section 4) and whether a fee is owed for a sale that closes outside Vendu after an introduction through it (a “tail”), and for how long.

9. Additional terms for funds

If you use the service on behalf of a fund, you agree, for your fund and everyone on its team, that:

Your rules are your own. Your focus, limits and pricing rule are set by you, every indication produced from them is non-binding, and you will keep them current.
Confidentiality. You will keep everything you see about a company confidential, use it only to evaluate and pursue an acquisition of that company, share it only with team members, advisers and financing sources who need it and are bound by the same obligations, and return or destroy it on request if you do not proceed.
No identifying or competing. You will not try to identify a company from its anonymous profile or teaser, contact a company outside the service before it has revealed itself to you, or use what you learn to compete with it or to benefit a company you own.
Competitors and clean teams. You will tell us truthfully whether your fund owns a company that competes with one you are invited to. If it does, sensitive files are reviewed only by people who do not work for or advise that competing company.
Deposit commitment. When you accept an invitation you commit a deposit of the amount shown. It is forfeited to the company’s owner if you lower your price below your indication (as recalculated on verified figures) without a documented diligence finding and the owner moves to another bidder. Otherwise it is released when the process ends. During the pilot deposits are recorded but not collected, and no deposit amount is payable.
Reputation score. We show company owners how far each fund’s bids after review have moved from its Ryo bids (re-priced on verified figures), compared with how far the other bidders on the same deals moved, and whether later price reductions were documented. We also show when a fund’s bids drop on most of its deals, and how far bids typically drop across Vendu. We may show a fund’s Ryo bids adjusted by that record and by the typical drop across Vendu, and how often it accepted an invitation and then left without bidding.
Backups. If the owner chooses another buyer, your live offer may be kept as a backup. Any reimbursement of a backup’s diligence expenses that an owner offers is between the owner and that fund.

DraftLawyer to decide: whether funds also sign a separate confidentiality agreement at onboarding; how deposits will be held once collected (an independent escrow agent, not Vendu); remedies if a fund breaks these terms (removal, damages); and whether any antitrust or defamation issue arises from showing reputation scores (including adjusted bids) or from competitor-owning bidders.

10. Sample funds

During the pilot, some funds on the service are sample funds, labelled “Sample fund”. They are fictional funds modeled on common lower-middle-market and middle-market strategies, so you can see how the marketplace works before more firms join. Their indications are illustrative. They are not real buyers and will not buy your company.

DraftRemove sample funds before charging real founders for price checks, or confirm with counsel that this disclosure is enough.

11. Use of AI

We use AI models to read your documents and suggest figures; to review your documents together and flag possible EBITDA add-backs, inconsistencies and gaps; to suggest an industry and description from your website; to draft an anonymous teaser for you to edit and approve; to judge whether your company fits each fund’s stated focus; to explain each indication in plain language; and, if you ask, to compare the offers you receive. AI can make mistakes. Nothing an AI suggests changes your figures until you accept it. Indications, offer scores and projections are always calculated by ordinary code, never by AI, and every dollar figure in an AI-written explanation or comparison is checked against the underlying numbers.

12. Acceptable use

Do not provide false or misleading information; upload material you have no right to share; try to access another user’s data or get around access controls, rate limits or payment; try to work out a fund’s pricing rule by submitting made-up companies; scrape or automate access to the service; or upload malicious files. We may suspend or close accounts that do.

13. Ownership and records

You keep all rights to your information. You allow us to store and process it to run the service as described in these terms and the privacy policy. We keep a record of actions on the service (for example figures confirmed, price checks run, invitations, offers, messages, downloads and closings) for security, to resolve disputes, and to build the reputation scores described in section 9.

DraftDecide whether we may use aggregated, de-identified data (for example, typical indications by sector) for research or product features, and state it here if so.

14. Disclaimers and limits of liability

The service is provided “as is”. We do not guarantee that any fund will be interested, accept an invitation, make an offer or close, that any indication or offer reflects what a buyer will finally pay, or that the service will be uninterrupted or error-free. To the extent the law allows, we are not liable for indirect or consequential losses, for the acts of funds or owners, or for decisions you make based on the service, and our total liability is limited to the fees you paid us in the 12 months before the claim.

DraftLawyer to set the liability cap, any indemnities (owners for the accuracy of their data, funds for misuse of confidential information) and consumer-law carve-outs.

15. Ending your use

You can stop using the service at any time and delete your account from the Account page. Deleting an owner account withdraws any open sale process first, so invited funds are told and their deposits released. We may suspend or end access if you break these terms or if we stop offering the service. Sections 5, 9, 13 and 14 continue to apply after your use ends.

16. Changes, governing law and contact

We may update these terms; if a change is material we will tell you before it applies, and continuing to use the service means you accept it. The terms accepted when a sale process starts, including its success fee, stay fixed for that process. Questions about these terms can be sent to the contact address below.

DraftChoose governing law and venue (for example, California or Delaware), dispute resolution, and publish a contact email.