Terms of Use

These Terms of Use ("Terms") govern access to and use of the Verika Due Diligence Group website (verika.org), the Verika Client Portal, and the Verika admin platform (together, the "Services"), operated by [LEGAL_ENTITY_NAME] ("Verika," "we," "us," or "our").

These Terms do not govern the scope, deliverables, fees, or liability of any due diligence engagement. Engagement terms are set out exclusively in a separate, signed Engagement Letter between Verika and the client fund. Where these Terms and an Engagement Letter conflict on engagement-specific matters, the Engagement Letter controls.

1. Acceptance of Terms

By accessing the website, creating a Client Portal account, or otherwise using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

2. Description of the Services

The website provides information about Verika and a means of initiating contact. The Client Portal provides fund personnel with status visibility into their own active engagements, including workstream progress, findings summaries, scheduled calls, and finalized reports. The admin platform is an internal tool used by Verika staff to manage engagements and is not available to the public.

3. Accounts and Eligibility

Client Portal accounts are issued only to individuals authorized by a client fund that has an active engagement with Verika. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately at security@verika.org if you suspect unauthorized access.

4. Confidentiality

Through the Client Portal, you may access confidential information relating to a due diligence engagement, including findings, risk assessments, and communications with Verika staff. You agree to keep this information confidential, to use it solely for the purpose of evaluating the relevant engagement, and not to disclose it to any person not authorized by your organization to receive it. This obligation survives termination of your account.

5. Acceptable Use

• Do not attempt to access accounts, engagements, or data that do not belong to you or your organization.
• Do not scrape, reverse engineer, or attempt to extract the underlying data model or source code of the Services.
• Do not share Client Portal credentials with anyone outside your organization.
• Do not upload or transmit unlawful, infringing, or malicious content through the Services.
• Do not attempt to probe, scan, or test the vulnerability of the Services, or bypass any security or authentication measures.

6. Intellectual Property

Verika retains all right, title, and interest in the Services, including our methodology, report templates, workstream framework, and platform software. Findings memos and other deliverables provided as part of an engagement are licensed to the client fund for its internal investment-decision purposes, subject to the terms of the applicable Engagement Letter. You retain ownership of any data or documents you submit to us.

7. No Professional Opinion; Disclaimer

Verika is an independent due diligence and advisory services provider. Unless an Engagement Letter expressly states otherwise and is performed by an appropriately licensed practitioner, Verika does not act as a licensed public accounting firm, does not issue statutory audit opinions, and its work does not constitute an audit under applicable accounting standards. Reports and findings reflect information available to Verika as of the date of the engagement and are provided on an "as is" basis. Nothing on the website, Client Portal, or in any deliverable constitutes legal, tax, investment, or accounting advice, and no deliverable should be relied upon as a guarantee of any company's financial condition, prospects, or fitness for investment.

8. Third-Party Services

The Services rely on third-party infrastructure providers, including Google Firebase (hosting, database, and file storage) and Resend (transactional email delivery). Your use of features built on these providers is also subject to their respective terms. See our Data Protection page for more detail on these providers.

9. Limitation of Liability

To the maximum extent permitted by law, Verika will not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the website or Client Portal. Nothing in this section limits or excludes Verika's liability under a signed Engagement Letter, which is governed by its own terms.

10. Indemnification

You agree to indemnify and hold Verika harmless from any claim arising from your misuse of the Services or violation of these Terms.

11. Termination

We may suspend or terminate Client Portal access at any time, including where an engagement has concluded, where these Terms have been violated, or where continued access poses a security risk.

12. Governing Law

These Terms are governed by the laws of [GOVERNING_LAW_JURISDICTION], without regard to conflict-of-laws principles. Disputes arising under these Terms will be resolved in [DISPUTE_RESOLUTION_FORUM].

13. Changes to These Terms

We may update these Terms from time to time. Material changes will be reflected by an updated "Last updated" date above. Continued use of the Services after a change constitutes acceptance of the revised Terms.

14. Contact

Questions about these Terms can be sent to legal@verika.org.