Terms and Conditions

1. Acceptance of Terms

Welcome to Upswitch, a digital M&A platform that facilitates business sales and acquisitions across Europe. These Terms and Conditions ("Terms") govern your access to and use of Upswitch' website, services, and applications (collectively, the "Service"). By accessing or using our Service, you agree to be bound by these Terms.

2. Description of Service

Upswitch provides a digital M&A platform that facilitates business sales and acquisitions, including but not limited to:

• Business listing and discovery services
• Secure buyer-seller communication and inquiry management
• Due diligence document sharing and management
• Transaction workflow support and completion tracking
• Success fee processing for completed transactions
• Identity verification and platform security services

3. Account Registration and Eligibility

To access our Service, you must create an account and meet our eligibility requirements. You must be at least 18 years old and have legal capacity to enter into contracts. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and update your account information
• Keep your login credentials secure and confidential
• Accept responsibility for all activities under your account
• Complete identity verification when required
• Comply with all applicable laws and regulations

4. User Types and Services

Business Sellers: Business owners can list their businesses for sale, manage inquiries from qualified buyers, share confidential information under NDAs, and complete transactions through our platform.

Business Buyers: Investors and entrepreneurs can search for businesses, submit inquiries, conduct due diligence, and complete acquisitions through our platform.

Professional Users: M&A advisors, brokers, and other professionals can access enhanced platform features to serve their clients.

5. Fees and Payment Terms

Our platform operates on a success fee model. By using our services, you agree to:

• Pay success fees only upon successful transaction completion
• Fee rates as disclosed at the time of listing or transaction initiation
• Payment processing through secure third-party providers
• Additional fees for premium services as specified
• All fees are non-refundable once transactions are completed

6. Confidentiality and NDAs

M&A transactions involve highly sensitive business information. By using our Service, you agree to:

• Maintain strict confidentiality of all shared business information
• Sign Non-Disclosure Agreements (NDAs) before accessing confidential data
• Use shared information solely for transaction evaluation purposes
• Return or destroy confidential information upon request
• Report any unauthorized disclosure or breach immediately

For detailed information about data practices, please review our Privacy Policy.

7. Transaction Completion and Success Fees

When transactions are completed through our platform, the following terms apply:

• Success fees are calculated based on final transaction value
• Fees are due within 30 days of transaction completion
• Transparent fee calculation and reporting
• Dispute resolution procedures for fee-related issues
• Platform facilitates but does not guarantee transaction completion

8. Intellectual Property Rights

The Service and its original content, features, and functionality are owned by UpSwitch and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. You retain ownership of business information you submit, but grant us necessary licenses to provide our Service and facilitate transactions.

9. User Conduct and Prohibited Uses

You agree not to use the Service to:

• Violate any applicable laws or regulations
• Provide false or misleading business information
• Breach confidentiality agreements or NDAs
• Attempt to circumvent security measures or access restrictions
• Use automated systems to scrape or extract data
• Interfere with the proper functioning of the Service
• Engage in fraudulent or deceptive practices
• Harass or harm other users

10. Business Information Accuracy

Users are responsible for the accuracy and completeness of all business information shared on the platform. This includes financial data, business operations, legal status, and any other material information. Misrepresentation of business information may result in account termination and legal action.

11. Privacy and Data Protection

We are committed to protecting your privacy and complying with applicable data protection laws, including GDPR. Our Privacy Policy details how we collect, use, and protect your personal and business information.

12. Disclaimers and Limitation of Liability

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Upswitch DISCLAIMS ALL WARRANTIES AND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. We do not guarantee the success of any transaction or the accuracy of business information provided by users.

13. Indemnification

You agree to indemnify and hold harmless Upswitch from any claims, damages, or expenses arising from your use of the Service, violation of these Terms, breach of confidentiality agreements, or infringement of any rights of another party.

14. Termination

We may terminate or suspend your account and access to the Service at our discretion, with or without notice, for conduct that violates these Terms, fraudulent activity, or behavior harmful to other users. Upon termination, your access to confidential business information will be revoked.

15. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify users of significant changes via email or through the Service. Continued use after changes constitutes acceptance of the modified Terms.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of Belgium. Any disputes shall be resolved in the courts of Belgium, or through binding arbitration as we may elect. For EU users, EU consumer protection laws may also apply.

17. Contact Information

For questions about these Terms, please contact us at:

18. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

19. Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements for specific transactions, constitute the entire agreement between you and Upswitch regarding the Service.