General Terms and Conditions.

These General Terms and Conditions (the "GTC") govern the relationship between IBEX SERVICES SA, 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.

1.1 "Platform" — the digital marketplace operated at www.smemarket.ch, including all sub-pages, tools, data rooms, communication features and documentation made available by the Operator.

1.2 "Operator" — IBEX SERVICES SA, CHE-114.803.997, Via Serafino Balestra 6, 6830 Chiasso, Switzerland, also referred to as "SMEMARKET", "we" or "us".

1.3 "User" — any natural or legal person who accesses, registers on, browses or otherwise uses the Platform, in any role.

1.4 "Buyer" — a User registered with the intention of acquiring a Target Company, in whole or in part, by way of a Share Deal or an Asset Deal.

1.5 "Direct Seller" — a User who is the legal or beneficial owner of a Target Company, or is duly authorised by all relevant owners, and who lists that Target Company on the Platform in its own name.

1.6 "Fiduciary" — a professional User (fiduciary, trustee, lawyer, asset manager, family office or other professional advisor) who registers on, or lists a Target Company through, the Platform on behalf of an Underlying Client.

1.7 "Underlying Client" — the beneficial owner of a Target Company on whose behalf a Fiduciary acts in relation to a Listing or a Transaction.

1.8 "Target Company" — the Swiss SME whose shares or assets are the object of a Listing or a Transaction.

1.9 "Listing" (or "Mandate") — the publication of a Target Company profile on the Platform, in anonymised form unless explicit written consent to disclose identifying information has been given.

1.10 "Introduction" — the first written communication by which the Operator identifies a specific counterparty to a User by name, company registration number, website or other information enabling identification with reasonable certainty. A counterparty is deemed introduced by the Operator unless the User demonstrates, by clear written evidence predating the Introduction, that it was already in direct contact with that counterparty. The Operator's written records of Introduction communications constitute evidence of the date and content of each Introduction.

1.11 "Intermediation Agreement" — the Buyer Intermediation Agreement, the Direct Seller Intermediation Agreement or the Fiduciary Intermediation Agreement, as applicable, executed between the Operator and a User.

1.12 "NDA" — the Non-Disclosure Agreement in the form provided by the Operator, to be executed by a Buyer before receiving any information identifying a Target Company.

1.13 "Transaction" — the acquisition or sale of a Target Company, in whole or in part, in any legal form, including any Share Deal, Asset Deal, merger, restructuring or other structure achieving the economic transfer of the Target Company.

1.14 "Completed Transaction" — the execution of a legally binding definitive agreement (share purchase agreement, asset purchase agreement or equivalent) in respect of a Transaction between parties introduced through the Platform.

1.15 "Total Transaction Value" ("TTV") — 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.

1.16 "Success Fee" — the remuneration of 2.50% of TTV owed to the Operator by each side of a Completed Transaction, subject to the Floor Minimum.

1.17 "Floor Minimum" — the minimum Success Fee per side per Transaction set out in Article 6.3.

1.18 "Tail Period" — the period of twenty-four (24) months following termination of the relevant Intermediation Agreement or User account, during which the anti-circumvention obligations under Article 7 continue to apply to counterparties introduced during the term.

1.19 "Confidential Information" — all non-public information disclosed through or in connection with the Platform, including counterparty identities, Target Company data, financial information and the terms of any actual or contemplated Transaction.

1.20 "Business Day" — any day other than a Saturday, Sunday or public holiday in Canton Ticino, Switzerland.

2.1 The Operator acts as an intermediary (Mäkler) within the meaning of Articles 412 et seq. CO. Its role is strictly limited to (i) the operation of the Platform, (ii) the introduction of potential counterparties, (iii) the provision of the framework and tooling within which Users may negotiate, 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 The Operator acts for both sides of a Transaction (double brokerage), exclusively in its capacity as introducer: it identifies and introduces counterparties and provides the negotiation framework, but does not negotiate on behalf of, advise, or represent either side, and remains neutral between them. This dual mandate is expressly disclosed to all parties in advance through these GTC and the relevant Intermediation Agreements, is accepted by each User as a structural feature of the Platform, and is remunerated by an identical Success Fee of 2.50% of TTV charged symmetrically to each side. This construction complies with the rules on brokerage contracts (Art. 412 et seq. CO), including Art. 415 CO.

2.5 The Platform is a venue for the publication and dissemination of offers concerning Swiss SME transactions. The following three positions are structural features of the Platform and form an integral part of these GTC:

(a) No mandatory rules on transactions. The Platform imposes no mandatory rules on the definition or structure of any Transaction. The terms, conditions, and modalities of the Transaction are negotiated freely between the Buyer and the Seller, without intervention by smemarket.ch.

(b) No representation. The Platform does not, by default, act as a representative of the Seller, of the Buyer, or of any Fiduciary or other intermediary. It does not negotiate on behalf of any party, does not bind any party, and does not warrant any party's position.

(c) No custody. The Platform never holds shares, assets, funds, or other values of any kind on behalf of the Buyer, the Seller, or any Fiduciary or other intermediary. Its function is limited to publishing and disseminating the offers of the parties. Settlement occurs directly between the parties' banking institutions.

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.

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.

4.5 The Operator verifies, prior to any introduction, the identity, legal existence and authority of Users (identity verification). Any reference to "verification", "verified" or "credentialed" on the Platform or in Platform communications refers exclusively to such identity verification. It does not extend to the accuracy, completeness or fairness of any commercial, financial or operational information provided by a Direct Seller, Fiduciary or Underlying Client, which remains governed by Articles 4.1 to 4.3.

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.

6.1 Registration on, browsing of, basic listing on, and — during the current phase — dossier access on the Platform are free of charge, save where expressly indicated otherwise. The Operator may introduce fair-use limits or access pricing for dossier unlocks with prior notice pursuant to Article 14.

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 minimum Success Fee of CHF 5,000 per side per Transaction applies. The Floor Minimum is a floor, not a flat fee: where 2.50% of TTV exceeds CHF 5,000, the full 2.50% is owed. Where 2.50% of TTV would fall below CHF 5,000 (i.e. TTV below CHF 200,000), CHF 5,000 is owed in its place. The Floor Minimum applies irrespective of any restructuring of the Transaction and is not waivable except by express written agreement of the Operator.

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.

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.

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;
• · (g) request or use dossier access for any purpose other than the bona-fide evaluation of a potential acquisition — including competitive-intelligence gathering, market research, benchmarking, or valuation-shopping.

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.

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.

10.1 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 at /legal/privacy/, which forms an integral part of these GTC.

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.

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.

13.1 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.

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.

15.1 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.

16.1 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 exclusive place of jurisdiction for any dispute arising out of or in connection with these GTC is the seat of the Operator in Chiasso, Canton Ticino, Switzerland (currently within the jurisdiction of the Pretura del Distretto di Mendrisio-Sud), subject only to any mandatory forum prescribed by Swiss law.