Welcome to Dstil. These Terms and Conditions (“Terms”) govern your access to and use of the Dstil platform and services in your capacity as a registered Buyer. By registering as a Buyer, subscribing, or otherwise using the platform, you accept these Terms. If you do not accept them, you must not use the platform. These Terms apply in addition to any Non-Disclosure Agreement (NDA) or mandate instrument you enter into through the platform.
Definitions
- Buyer / “you” — a registered investor or acquirer using Dstil to identify and engage with potential acquisition targets.
- Seller — an SME owner or representative listing a business on the platform.
- Teaser — an anonymised, buyer-facing summary of a Seller’s business.
- DRS — the Deal Readiness Score, an indicative seller-readiness assessment.
- Valuation Benchmark — an indicative enterprise value range generated by the platform.
- Introduction Request — a Buyer’s request to be introduced to a Seller.
- LOI — a non-binding Letter of Intent submitted by a Buyer.
- De-anonymisation — disclosure of a Seller’s identity following the Seller’s acceptance and NDA signature.
Nature of Dstil’s Role
Dstil acts solely as an introducer and matchmaker (apporteur d’affaires / agente de negocios). Dstil connects Buyers and Sellers and facilitates the structured exchange of information. Dstil:
- does NOT provide investment advice, financial advice, legal advice, tax advice, or any personalised recommendation regarding any transaction, price, or structure;
- does NOT act as an investment firm, broker-dealer, or financial intermediary, and does not provide any service requiring authorisation under MiFID II or any equivalent French or Spanish regulation;
- is NOT a party to any transaction between a Buyer and a Seller;
- does NOT negotiate price or deal terms on behalf of any party, and does not guarantee any outcome, valuation, or completion.
You are solely responsible for your own due diligence, investment decisions, and for obtaining independent professional advice. Information presented on the platform (including DRS scores, Valuation Benchmarks, strengths, and risk flags) is indicative, derived from Seller-provided inputs, and is not verified, audited, or warranted by Dstil.
Buyer Registration and Verification
To access Buyer features, you must register and may be required to complete identity and investor-eligibility verification. You agree to provide accurate, current, and complete information and to keep it up to date.
Dstil may refuse, suspend, or revoke registration where verification cannot be completed or where eligibility criteria are not met. Access to Seller information is restricted to registered, verified Buyers.
Subscription, Access Tiers, and Fees
Buyer access is provided on a tiered subscription basis. Each tier determines the depth of information and the platform features available to you. The applicable tiers, features, and prices are set out on the platform at the point of subscription and may be updated from time to time; the version displayed on the platform at the time of purchase governs.
A Letter of Intent (LOI) submission fee applies in connection with the LOI process. The LOI fee is charged only if the relevant Seller accepts your LOI. No LOI fee is payable on submission or where the Seller declines or does not respond. The amount of the LOI fee is displayed before you submit, and by submitting an LOI you authorise that fee to be charged upon the Seller’s acceptance.
All fees are stated exclusive of applicable taxes (including French or Spanish VAT) unless otherwise indicated. Subscription fees are billed in advance for the applicable period. Except where required by law, subscription fees and accepted-LOI fees are non-refundable once the relevant service has been provided.
Information Access and Anonymity
Seller information is provided in stages to protect Seller confidentiality:
- Pre-clearance: anonymised Teaser content, indicative ranges, categorical risk flags, and high-level scores.
- Post-clearance: Seller identity and more detailed information are released only after the Seller accepts your Introduction Request and the relevant NDA is signed.
You agree not to attempt to identify, or to circumvent the anonymisation of, any Seller using platform data, external sources, or any other means prior to authorised de-anonymisation.
Confidentiality and Non-Disclosure
All Seller information accessed through the platform is confidential. You agree to use it solely to evaluate a potential transaction with the relevant Seller, to keep it strictly confidential, and not to disclose, copy, or distribute it to any third party except advisers bound by equivalent confidentiality obligations and on a need-to-know basis. These obligations apply in addition to, and survive alongside, any separate NDA executed through the platform, and continue after termination of your account.
Non-Circumvention
For the duration of your use of the platform and for twenty-four (24) months following your last access to a given Seller’s information, you agree not to circumvent Dstil by entering into, negotiating, or completing any transaction with a Seller introduced to you through the platform — whether directly or through any affiliate, nominee, or representative — outside the platform or in a manner that avoids fees properly payable to Dstil. Any transaction with a Seller so introduced, occurring within that period and resulting from the introduction made through the platform, shall be deemed attributable to Dstil and the corresponding fees shall remain payable.
This clause is intended to apply only to the extent permitted by applicable French and Spanish law and shall be read down rather than struck out where necessary to remain enforceable.
Buyer Conduct
You agree to:
- provide accurate and truthful information;
- comply with all applicable laws and regulations, including anti-money-laundering, sanctions, and data-protection requirements applicable in France and Spain;
- use the platform only for genuine, good-faith acquisition interest, and not to extract data, benchmark competitors, or for any purpose unrelated to a bona fide transaction;
- respect the rights, confidentiality, and anonymity of Sellers and other users;
- not submit LOIs without genuine intent to proceed.
Disclaimers Regarding Platform Content
DRS scores, Valuation Benchmarks, normalised EBITDA estimates, strengths, and risk flags are generated from Seller-provided inputs and automated, AI-assisted logic. They are directional only, are not a formal valuation or fairness opinion, and must not be relied upon as the sole basis for any decision. Dstil makes no representation or warranty as to their accuracy, completeness, or fitness for any purpose.
Intellectual Property
All content, features, and functionality on Dstil are owned by Dstil, its licensors, or other providers. You may not reproduce, distribute, transmit, scrape, or create derivative works from any platform content without prior written permission. Seller-provided information remains subject to the confidentiality obligations above.
Data Protection
Dstil processes personal data in accordance with the EU General Data Protection Regulation (GDPR) and applicable French and Spanish data-protection law, as described in the Dstil Privacy Policy. You agree to handle any personal data accessed through the platform in compliance with those laws.
Limitation of Liability
The platform is provided “as is” and “as available” without warranties of any kind. To the maximum extent permitted by law, Dstil shall not be liable for any indirect, incidental, special, consequential, or punitive damages, nor for any loss arising from a transaction (or failure to complete a transaction) between you and a Seller, from reliance on platform content, or from the conduct of any other user. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable French or Spanish law.
Modifications to Terms
Dstil may modify these Terms from time to time. Material changes will be notified to you, and continued use of the platform after the effective date constitutes acceptance.
Termination
Dstil may suspend or terminate your account where you breach these Terms, fail verification, or misuse the platform. You may cancel your subscription in accordance with the cancellation terms displayed at subscription. Confidentiality and non-circumvention obligations, and any accrued fee obligations, survive termination.
Governing Law and Jurisdiction
These Terms are governed by the laws of France. The parties submit to the exclusive jurisdiction of the courts of Paris. As both France and Spain are EU member states, this choice of law and jurisdiction is, for business-to-business relationships, generally given effect under Regulation (EC) No 593/2008 (Rome I) and Regulation (EU) No 1215/2012 (Brussels I bis).
This choice does not deprive a Buyer of the protection of any mandatory provisions of the law of its own jurisdiction that cannot be derogated from by agreement.