Clay&

Terms of Service

Clay Platform Terms & Conditions

Effective Date: TBC

Agreement Particulars

  • Platform operator: Clay (TBC legal entity, registered address TBC)
  • Support: TBC
  • Legal notices: TBC
  • Governing law / forum: DIFC law; DIFC Courts

1) Acceptance; digital contracting

1.1 By clicking “I Agree” (or similar) or using the Platform after being presented with these Terms, you enter into a binding contract with Clay.

1.2 Clay records acceptance (timestamp, user identity, version) in the Platform audit log.

2) Definitions

  • Account means a registered user profile on the Platform.
  • Buyer means a person/entity seeking to acquire or invest in a business.
  • Seller means a person/entity seeking to sell a business.
  • Stakeholder means any other party invited into a deal workflow (e.g., adviser, representative) as enabled by Clay.
  • Clay Partner means a human deal operator/broker user acting within Clay's workflows.
  • VDR means the virtual data room and document workspace provided within the Platform or via a Clay vendor.
  • Outputs means any content generated or compiled using Platform tools (including AI-assisted outputs) such as drafts, summaries, CIM content, valuations or derived metrics.
  • Applicable Law means any applicable law, regulation, rule, court order, or binding direction of a competent authority.

3) Platform role; no advice; no obligation

3.1 The Platform provides workflow tooling to support SME transactions.

3.2 No advice. Unless explicitly agreed in a separate written engagement, Clay does not provide legal, tax, accounting, investment, or valuation advice.

3.3 No obligation. Nothing in the Platform obliges any user to proceed with a transaction.

4) Account eligibility; accuracy

4.1 You must provide accurate information and keep it current.

4.2 You are responsible for activities under your Account. You must keep credentials secure.

5) Verification (KYC/KYB), AML, sanctions

5.1 Clay may require identity and/or business verification and screening checks before enabling certain features (including pack access, VDR access, listing publication).

5.2 You consent to such checks and processing as described in the Privacy Notice.

5.3 Clay may suspend, restrict, or terminate access where reasonably required for compliance or risk management.

6) Confidentiality, NDAs, and seller consent model

6.1 Confidentiality is governed by role-based NDAs and deal-specific addenda when presented (Seller NDA, Buyer NDA, Buyer Pack Access Addendum).

6.2 Seller consent control. Seller materials are disclosed to buyers only where the Seller has approved disclosure through Platform controls (or in writing).

6.3 Audit logging applies to acceptance, approvals, access events, and key actions.

7) Listings (marketplace)

7.1 Listing publication may be gated by completion of required steps (verification, required documents, valuation and/or teaser).

7.2 Listing content must be accurate and not misleading.

7.3 Clay may remove, suspend, or downgrade listings for breach of Listing Rules, risk concerns, or to protect marketplace integrity.

8) VDR, documents, and access controls

8.1 Access controls may include view-only, watermarking, download restrictions, time windows, and revocation.

8.2 VDR Access Terms apply when shown.

8.3 Users must not circumvent controls or misuse documents.

9) Messaging and Q&A

9.1 Messaging/Q&A is for deal-related communications.

9.2 Abuse, harassment, and improper conduct are prohibited.

10) AI features

10.1 AI features are governed by the AI Use Policy (incorporated by reference).

10.2 You must review AI drafts and Outputs before use or reliance.

11) Acceptable Use

11.1 You must not: scrape, hack, bypass controls, introduce malware, impersonate others, or engage in fraud.

11.2 You must not upload Platform Confidential Information to public AI tools or non-approved third-party tools where such data may be retained or disclosed.

12) Third-party brokers (current posture)

12.1 The Platform does not currently support third-party brokers as a separate user class.

12.2 Clay reserves the right to introduce intermediary/broker functionality in future, with updated terms and/or additional schedules.

13) Fees

13.1 Fees (including success fees and any minimum fees) are described in Schedule 1 (Fee Schedule) or in-product disclosures.

13.2 Where fees apply, you agree to pay in accordance with Schedule 1.

14) Intellectual property

14.1 Clay owns the Platform, features, templates, workflows, and underlying IP.

14.2 You retain ownership of content you upload, subject to a limited license for Clay to host, process, and use it to provide the Platform and generate Outputs.

15) Suspension and termination

15.1 Clay may suspend or terminate access for breach, fraud, security, compliance, or legal requirements.

15.2 Some audit logs and compliance records may be retained after termination as described in the Privacy Notice.

16) Liability

16.1 To the maximum extent permitted, Clay excludes liability for indirect or consequential losses (loss of profit, revenue, goodwill).

16.2 Nothing excludes liability for fraud or wilful misconduct or any non-excludable liability under Applicable Law.

17) Changes

17.1 Clay may update these Terms. Material changes require re-acceptance at next login.

17.2 Updated versions will be available in the Legal Center.

18) Governing law and jurisdiction

These Terms are governed by DIFC law. DIFC Courts have jurisdiction.

Schedule 1 — Fee Schedule (TBC)

  • Model: TBC
  • Success fee: TBC
  • Minimum fee: TBC
  • Trigger event (“Close”): TBC
  • Invoicing and payment terms: TBC
  • Refunds / deposits (if any): TBC
  • Circumvention handling (if later introduced): TBC

Schedule 2 — Seller Rules (MVP)

  • Provide accurate listing information; update changes promptly.
  • Provide documents you have the right to share.
  • Use Seller Approval controls before disclosure to buyers.
  • Do not misrepresent financials, ownership, or licensing status.
  • Comply with Applicable Law, including AML/KYC requests.

Schedule 3 — Buyer Rules (MVP)

  • Use materials only to evaluate a transaction.
  • Do not upload materials to public AI tools or misuse data.
  • Do not circumvent access controls or scrape the platform.
  • Comply with Platform controls and revocation requests.

Schedule 4 — Subprocessors Register

TBC (maintained in-platform; includes hosting, VDR, KYB/KYC, communications, analytics).