General Terms and Conditions.

Preamble · Scope and acceptance

These General Terms and Conditions (the “GTC”) govern the relationship between IBEX SERVICES SA, a Swiss stock corporation (Società Anonima) with company number CHE-114.803.997, registered office at Via Serafino Balestra 6, 6830 Chiasso, Switzerland (the “Operator”, “SMEMARKET”, “we” or “us”), and any natural or legal person who accesses, registers on, browses, or otherwise uses the SMEMARKET.CH platform (the “Platform”, and any such person, a “User”).

The Platform is a Swiss-based digital marketplace dedicated to the introduction, listing and intermediated negotiation of share-deal and asset-deal transactions involving Swiss SMEs. It is intended exclusively for B2B use and is not directed at consumers.

By creating an account, submitting an enquiry, or otherwise using the Platform, the User unconditionally accepts these GTC. Users who do not accept the GTC must refrain from using the Platform.

§ 01 · Definitions

• 1.1 “Buyer” — a User registered with the intention of acquiring an SME or business activity, in whole or in part, by way of share deal, asset deal, merger or comparable transaction.
• 1.2 “Direct Seller” — an SME owner who lists their company without intermediation by a Fiduciary.
• 1.3 “Fiduciary” — a Swiss accounting firm, fiduciary office, family office, asset manager or other professional advisor that introduces or refers an Underlying Client.
• 1.4 “Underlying Client” — the SME owner represented by, or referred through, a Fiduciary.
• 1.5 “Target Company” — an SME made available on the Platform for sale or for the negotiation of an equivalent transfer.
• 1.6 “Transaction” — any sale, transfer, contribution, exchange, merger, joint venture or comparable arrangement concerning a Target Company concluded between a Buyer and a Direct Seller or an Underlying Client following an introduction enabled by the Platform.
• 1.7 “Total Transaction Value” — as set out in the relevant Intermediation Agreement; includes consideration in cash and in kind, the assumption of debt, and any earn-out, deferred or contingent component, calculated on a 100% basis irrespective of the percentage of shares or assets actually transferred.
• 1.8 “Intermediation Agreement” — the bilateral agreement entered into between the Operator and a Buyer, a Direct Seller or a Fiduciary, pursuant to Articles 412 et seq. CO, governing the specific intermediation mandate.

§ 02 · Role of the Operator — Mäkler under Articles 412 et seq. CO

2.1 The Operator acts as an intermediary (Mäkler) within the meaning of Articles 412 to 418 CO. Its role is strictly limited to (i) the operation of the Platform, (ii) the introduction of potential counterparties, (iii) the supervision of the negotiation framework, and (iv) the facilitation of due diligence access through the Platform tooling.

2.2 The Operator is not a party to any Transaction. It does not act as agent, trustee, escrow agent, financial advisor, asset manager, financial intermediary under AMLA / GwG, regulated investment firm under FinSA / FIDLEG, or auditor of any User or Target Company.

2.3 The Operator does not provide investment advice, asset management, tax advice, accounting services, audit services or legal advice. Each User shall obtain independent professional advice as appropriate.

2.4 In compliance with Article 418a CO, where the Operator acts simultaneously for both sides of a Transaction (Buyer and Seller / Fiduciary), this dual mandate is expressly disclosed to all parties through the relevant Intermediation Agreements and these GTC, and is accepted as a structural feature of the Platform.

§ 03 · Registration, eligibility and verification

3.1 Access to substantive Platform features requires registration. Registration is reserved to (i) legal persons duly incorporated, and (ii) natural persons of full legal capacity acting in a professional or business capacity.

3.2 The User warrants that all information provided is accurate, complete and up to date, and undertakes to update it without delay in case of change.

3.3 The Operator reserves the right to verify the identity, capacity and authority of any User and any beneficial owner. The Operator may suspend or terminate access pending verification.

3.4 The Operator may refuse, suspend or terminate any registration at its discretion, in particular in case of suspected misuse, breach of these GTC, sanctions exposure, or reputational concern, without obligation to state reasons.

3.5 Each User shall safeguard its credentials, shall not share access with third parties, and shall notify the Operator immediately of any suspected unauthorised use.

§ 04 · Listings, information and accuracy

4.1 The Operator publishes listings on the basis of information provided by Direct Sellers, Fiduciaries or Underlying Clients. The Operator does not independently audit, verify or certify the accuracy, completeness or fairness of such information.

4.2 Each User listing a Target Company warrants that it has the right and authority to do so, that the information is accurate and not misleading, and that no confidentiality, fiduciary, statutory or regulatory restriction prevents publication.

4.3 Buyers acknowledge that listings are indicative only, that they shall conduct their own due diligence, and that any decision to enter into a Transaction is made at their sole risk.

4.4 Listings shall comply with Art. 3 UWG / LCSl. Unfair, deceptive, comparative or aggressive commercial practices are prohibited.

§ 05 · Confidentiality

5.1 All non-public information disclosed through the Platform — identities of counterparties, financial data, customer relationships, employee information, trade secrets — shall be treated as strictly confidential.

5.2 Buyers must execute a separate NDA before being granted access to confidential information concerning a specific Target Company. The dedicated NDA prevails over this Article 5 in case of inconsistency.

5.3 Confidentiality undertakings survive termination of the User account and termination of these GTC, and remain in force for at least 5 years from the date of disclosure or, if longer, the period required by applicable law.

§ 06 · Fees and remuneration framework

6.1 Registration on, browsing of, and basic listing on the Platform are free of charge, save where expressly indicated otherwise.

6.2 Success Fee. A success fee of 2.50% of the Total Transaction Value is owed to the Operator by each side (Buyer and Seller, or Buyer and Fiduciary acting for an Underlying Client) upon completion of a Transaction enabled by the Platform.

6.3 Floor minimum. A floor minimum applies per side per Transaction. The exact figure is set in the relevant Intermediation Agreement.

6.4 Fiduciary referral commission. Where a Fiduciary refers an Underlying Client, the Operator may pay the Fiduciary a referral commission of 1.25% of the Total Transaction Value, on the terms set out in the Fiduciary Intermediation Agreement and subject in all cases to the disclosure required by Art. 400 CO.

6.5 The full and binding terms governing the Success Fee, payment timing, set-off, default interest, anti-circumvention and tail-period entitlement are set out in the relevant Intermediation Agreement, which prevails over this Article 6 in case of inconsistency.

6.6 All fees are stated exclusive of Swiss VAT, which is added at the statutory rate where applicable.

§ 07 · Anti-circumvention

7.1 Users undertake not to circumvent the Operator. No User shall, directly or indirectly, contact, solicit, negotiate with, or enter into a Transaction with a counterparty introduced through the Platform other than through, or under the supervision of, the Operator, for so long as the relevant Intermediation Agreement is in force and during the contractually agreed tail period.

7.2 Any Transaction concluded in breach of this Article 7 entitles the Operator to its full Success Fee from each side, plus liquidated damages, legal costs and any further damages, in accordance with the relevant Intermediation Agreement.

7.3 Anti-circumvention obligations survive termination of the User account and termination of these GTC.

§ 08 · Acceptable use

8.1 Users shall not use the Platform for any purpose that is unlawful, fraudulent, deceptive or contrary to good faith. In particular, Users shall not:

• (a) post false, misleading, defamatory or infringing content;
• (b) misuse confidential information disclosed through the Platform;
• (c) attempt to access systems, data or accounts to which they are not entitled;
• (d) deploy bots, scrapers, automated agents or other tools to extract content or data;
• (e) interfere with the integrity, security or availability of the Platform;
• (f) use the Platform in violation of applicable sanctions, AML, tax, competition or data-protection laws.

8.2 Breach of this Article 8 entitles the Operator to suspend or terminate the relevant account immediately, without compensation, and to seek damages, injunctive relief and any other remedy available under Swiss law.

§ 09 · Intellectual property

9.1 The Platform and all of its components — software, source code, design, branding, the “SMEMARKET” mark, the “IBEX” mark and any related trademarks, trade dress and content — are the exclusive property of the Operator or its licensors.

9.2 No User acquires any right, title or interest in the Platform other than the limited, non-exclusive, non-transferable, revocable right to access and use it in accordance with these GTC.

9.3 By submitting content to the Platform, the User grants the Operator a non-exclusive, royalty-free, worldwide licence to host, display, reproduce, adapt and distribute such content for the sole purpose of operating the Platform and performing its intermediation services.

§ 10 · Data protection

10.1 The Operator processes personal data in accordance with the nDSG / FADP and, to the extent applicable, the GDPR.

10.2 The detailed information notice required by Art. 19 nDSG and Art. 13–14 GDPR is set out in the SMEMARKET.CH Privacy Policy, which forms an integral part of these GTC.

§ 11 · Limitation of liability

11.1 The Operator is liable solely for damages caused by its own gross negligence or wilful misconduct, and only for direct damages.

11.2 To the fullest extent permitted by Swiss law (including Art. 100 and 101 CO), the Operator excludes liability for slight negligence, indirect / consequential / incidental / punitive damages, loss of profits, business, opportunity, goodwill or data, and damages caused by auxiliary persons.

11.3 The Operator does not warrant the accuracy, completeness, suitability, profitability or legal compliance of any listing, Transaction, counterparty or content made available through the Platform.

11.4 Where Swiss mandatory law caps the maximum permissible exclusion, the Operator's aggregate liability per User and per twelve-month period is limited to the lower of (i) the fees actually received from the User in the twelve months preceding the event, or (ii) CHF 10,000.

11.5 Nothing in these GTC excludes or limits liability that cannot lawfully be excluded or limited under Swiss law.

§ 12 · Force majeure

The Operator is not liable for any failure or delay in performance attributable to events beyond its reasonable control — natural disasters, fire, flood, war, civil unrest, terrorism, cyber-attack, pandemic, governmental act, telecommunications failure or third-party infrastructure outage. Affected obligations are suspended for the duration of the force-majeure event.

§ 13 · Term, suspension and termination

13.1 These GTC are entered into for an indefinite term and remain in force for as long as the User holds an account on the Platform.

13.2 The User may terminate its account at any time by giving written notice to the Operator at the address set out at the head of these GTC.

13.3 The Operator may suspend or terminate any account, in whole or in part, with immediate effect, in case of: (i) breach of these GTC; (ii) unpaid fees; (iii) suspected misuse, fraud, or sanctions exposure; (iv) order of a competent authority; or (v) discontinuation of the Platform.

13.4 Termination is without prejudice to fees accrued, anti-circumvention obligations, confidentiality undertakings, intellectual-property rights, liability provisions, governing-law and jurisdiction clauses, and any other provision intended by its nature to survive.

§ 14 · Modification of the GTC

The Operator may amend these GTC at any time. Material amendments are notified to registered Users at least 30 calendar days before they take effect, by email and by posting on the Platform. Continued use after the effective date constitutes acceptance. A User who refuses the amendments must terminate its account before the effective date.

§ 15 · Notices, language and miscellaneous

15.1 Notices. Notices to the Operator shall be sent to info@smemarket.ch and, for matters of legal effect, by registered mail to Via Serafino Balestra 6, 6830 Chiasso, Switzerland.

15.2 Notices to Users. Notices are validly served on the email and postal address registered on the Platform. The User shall keep its contact details up to date.

15.3 Language. These GTC are issued in English. Italian, French and German translations may be made available for convenience. In case of discrepancy, the English version prevails, save where Swiss mandatory law provides otherwise.

15.4 Severability. If any provision is invalid, illegal or unenforceable, the remaining provisions remain in full force and effect. The parties shall replace the invalid provision with one having the closest possible economic and legal effect.

15.5 Entire agreement. These GTC, together with the relevant Intermediation Agreement, the NDA, the Privacy Policy and any specific terms posted on the Platform, constitute the entire agreement between the User and the Operator concerning the subject matter.

15.6 Assignment. The User may not assign or transfer any right or obligation under these GTC without the prior written consent of the Operator. The Operator may assign these GTC to any affiliate or successor in connection with a corporate reorganisation.

§ 16 · Governing law and jurisdiction

16.1 These GTC are governed by Swiss substantive law, to the exclusion of (i) the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG), and (ii) any conflict-of-laws rules that would refer to another legal order.

16.2 The ordinary courts of Canton Ticino, Switzerland, at the seat of the Operator (Chiasso), have exclusive jurisdiction over any dispute arising out of or in connection with these GTC, subject to (i) any imperative forum prescribed by Swiss law and (ii) the Operator's right to bring proceedings at the User's seat or domicile.