General terms and conditions of business
As of April 09, 2025
1. Scope
1.1 SET ("SET") facilitates introductions between owners of small and medium-sized enterprises ("Sellers") or their appointed representatives/advisors ("Seller Advisors") and potential buyers or their representatives/advisors ("Buyers") for the purpose of business succession.
1.2 There are two primary ways contact can be initiated:
1.2.1 SET operates an online platform ("Platform") that allows Sellers and Buyers (collectively referred to as "Users") to access and interact with self-provided information regarding businesses for sale ("Projects").
1.2.2 In certain cases, SET may introduce Buyers and Sellers directly via email based on aligned interests ("Private Matching").
1.3 These introductions may lead to the sale or transfer of a business, investment, or other transaction ("Transaction"). SET solely acts as a facilitator and is not a party to any resulting Transaction.
1.4 These Terms and Conditions ("Terms") apply to all use of the Platform and Private Matching. Terms and conditions of Users do not apply, even if not expressly objected to by SET.
1.5 SET is intended for professional use only. The Platform is not directed at consumers.
2. Contract Formation
2.1 By completing the registration process, a User offers to enter into a contract with SET governed by these Terms. SET accepts this offer either by confirming registration, activating the account, or by facilitating an introduction.
2.2 For Private Matching, the User makes an offer by responding to an introduction request. SET accepts by making the relevant introduction.
2.3 SET reserves the right to deny registration or terminate a user account without cause.
3. Service Description
3.1 SET uses User-supplied information to facilitate introductions between Sellers and Buyers via the Platform or Private Matching.
3.2 SET's role is limited to facilitating the first introduction. It does not participate in negotiations or provide legal, financial, or business advice.
3.3 Users are responsible for verifying the identity and authority of other Users. SET does not guarantee successful Transactions or the accuracy of user-submitted information.
3.4 A success fee may apply in accordance with Section 5 upon completion of a Transaction.
4. Platform Usage
4.1 SET offers both free and paid (subscriber) access. Subscribers may benefit from enhanced verification, additional visibility, or priority support. Subscription fees are due in advance per SET’s current pricing list.
4.2 Listings may be visible to registered or unregistered users, as determined by the Seller. Contact initiation requires registration.
4.3 When a Buyer expresses interest in a Project, their contact details are shared with the Seller, who may approve or decline the contact. Approval results in mutual visibility of contact details.
4.4 Subscriptions are for a defined term and renew automatically unless cancelled. The success fee obligation (Section 5) remains even after subscription expiration if the introduction led to a Transaction.
4.5 Users must provide accurate, up-to-date information during registration and throughout their use of the Platform.
5. Success Fee
5.1 If a Transaction occurs as a result of SET’s introduction, the Buyer shall owe SET a success fee based on the transaction value.
5.2 The success fee rate and minimum fee are published in SET’s pricing list applicable at the time of introduction.
5.3 If the Transaction is facilitated via Private Matching, the terms stated at the time of the introduction apply.
5.4 "Transaction value" includes all consideration paid or agreed to be paid (including cash, asset purchases, earn-outs, or assumption of liabilities).
5.5 Success fees are subject to applicable VAT.
5.6 The fee is still due if a closely affiliated party of the Buyer completes the Transaction.
5.7 The fee remains due even if the Transaction concludes after the termination of the SET account.
5.8 The fee becomes payable upon transfer of ownership or signing of the acquisition agreement.
5.9 The Buyer must pay the fee within 15 days of the due date. Delays will result in automatic default.
6. Reporting & Disclosure
6.1 If the Buyer was already in contact with the Seller, they must notify SET within 14 days of the introduction.
6.2 Transactions concluded within 36 months of the introduction must be reported to SET within 7 days.
6.3 Users must respond to SET’s transaction inquiries within 14 days.
7. Confidentiality
7.1 Users may not disclose information obtained through SET to third parties, including project details, contact data, or private match content.
7.2 This includes affiliated companies or entities related to the User.
7.3 Breach of confidentiality that results in a third party completing the deal triggers the Buyer’s obligation to pay SET as if they had executed the deal directly.
7.4 Confidentiality obligations also apply to subscriber-Buyer engagements.
8. User Conduct & Indemnity
8.1 Users may not post false, unlawful, or third-party infringing content. SET may delete such content and reserves the right to suspend accounts.
8.2 Users agree to indemnify SET against claims arising from violations of Section 8.1.
9. Liability
9.1 SET is not liable for the accuracy of user content or any resulting Transaction issues.
9.2 SET is liable for gross negligence, intent, or personal injury under applicable law.
9.3 For minor negligence, SET is only liable for essential duties and within foreseeable, typical damage ranges.
10. Account Suspension
10.1 SET may suspend or block users for serious or repeated violations.
10.2 This includes misuse of the platform, fee evasion, or failure to report transactions.
11. Final Provisions
11.1 These Terms are governed by Dutch law.
11.2 Jurisdiction for disputes lies in the Netherlands.
11.3 SET may update these Terms with written/email notice. Continued use without objection constitutes acceptance.
