The Process.

SMEMARKET.CH publishes and disseminates the offers of Buyer and Seller. It does not impose rules on the structure of any Transaction; it does not represent any party; it never holds shares, assets, funds, or other values on their behalf. The Transaction is negotiated freely between the parties.

SMEMARKET intermediates Swiss SME transactions on behalf of three categories of party: **Sellers** acting on their own behalf, **Buyers** seeking a controlling or minority interest, and **Fiduciaries** referring an Underlying Client. The mechanics differ at the entry point; the confidentiality regime, the framework of the negotiation, and the closing protocol are common to all.

A Direct Seller is an SME owner who lists the company without a fiduciary intermediary. The workflow below assumes the Seller is signing on their own behalf with full authority.

1. 01 Registration. Free account creation. The Seller declares their role at sign-up and undertakes to provide accurate identity, beneficial owner, and corporate authority information.
2. 02 Verification. Identity and beneficial ownership are verified against the Federal Commercial Register (Zefix) and applicable sanctions and politically exposed persons lists. Verification typically resolves within five business days.
3. 03 The Mandate. The Seller drafts the anonymised teaser with the Operator's assistance, including the sector, canton, revenue, and EBITDA bands, employee count, founding year, and deal type. No identifying detail appears in the public listing.
4. 04 Intermediation Agreement. The Operator and the Seller countersign the Seller-side Intermediation Agreement, which sets the minimum success-fee floor, the tail period, and the dispute-resolution mechanics specific to the mandate.
5. 05 Going Live. Once approved, the mandate is published with a LOT identifier and a Zefix verification badge. The Seller retains the right to refuse any individual buyer introduction.
6. 06 Dossier Access. Vetted buyers request access under a per-deal Non-Disclosure Agreement. The full dossier, financials, customer concentration, employee schedule, supporting documents, is made available within the Platform data room.
7. 07 Negotiation. The Buyer and the Seller negotiate directly. The Platform provides the framework and tooling, data room, structured Q&A, messaging, but does not intervene in the substance of the negotiation, propose terms, or represent either party. Either side may withdraw without penalty until heads of terms are signed.
8. 08 Closing. Cash and consideration are settled directly between the Buyer's and the Seller's banking institutions. The Platform is non-custodial and never holds, transmits, or accepts transaction funds or other values.
9. 09 Success Fee. A success fee of 2.50% of Total Transaction Value is invoiced upon closing, subject to the floor minimum of CHF 5,000 per side stipulated in the Intermediation Agreement. All fees are stated exclusive of Swiss VAT.

The Platform is reserved to institutional buyers, family offices, holding structures, and qualified private acquirers. Retail or speculative enquiries are declined at verification.

1. 01 Registration. Free account creation. Three dossier credits are issued at signup. The Buyer declares role and acquisition mandate, sector, ticket size, geography.
2. 02 Verification. Identity, beneficial ownership, source-of-funds declaration, sanctions and PEP screening. Verification status conditions access to confidential information.
3. 03 Discovery. Vetted buyers browse the public mandate index. Filters cover canton, sector, deal type, and quantitative thresholds, revenue, EBITDA, FTE, founding year. Public listings are anonymised by construction.
4. 04 Dossier Unlock. A specific mandate is unlocked by execution of the per-deal Non-Disclosure Agreement and application of a dossier credit. The Buyer then receives the full dossier, including the Target Company's identity, audited or reviewed financials where available, and supporting documentation.
5. 05 Intermediation Agreement. For mandates progressing toward an indication of interest, the Buyer countersigns the Buyer-side Intermediation Agreement, which sets the success-fee floor minimum of CHF 5,000 per side, the 24-month tail period, and the anti-circumvention undertakings.
6. 06 Due Diligence. Document exchange, management Q&A, and site visits are coordinated through the Platform's tooling. The Operator does not audit any listed information, does not provide investment, legal, tax, or accounting advice, and assumes no responsibility for the accuracy of seller-supplied information. The Buyer is responsible for its own due diligence.
7. 07 Negotiation. Letters of intent, heads of terms, and final documentation are exchanged through the Platform between the parties directly. The Platform provides the framework and the tooling; it does not propose terms, does not represent either party, and does not intervene in the substance of the negotiation. Either side may withdraw without penalty until heads of terms are signed.
8. 08 Closing. Settlement occurs directly between the parties' banking institutions. The Platform is non-custodial and never holds shares, assets, funds, or other values on behalf of any party.
9. 09 Success Fee. A success fee of 2.50% of Total Transaction Value is invoiced upon closing, subject to the floor minimum and the 24-month tail-period provision set out in the Intermediation Agreement.

A Fiduciary is a Swiss accounting firm, Treuhand office, family office, asset manager, or professional advisor introducing an Underlying Client to the Platform. The Fiduciary acts under its own client mandate and remains responsible for the duties it owes to its client under Swiss law, including the disclosure obligation under Article 400 of the Code of Obligations.

1. 01 Registration. The Fiduciary registers in its corporate capacity and identifies its responsible partner. Verification follows the same standard as for direct parties.
2. 02 Fiduciary Intermediation Agreement. A bilateral agreement is entered into between the Fiduciary and the Operator. It governs the referral commission, the disclosure obligations, the confidentiality regime, and the anti-circumvention undertakings.
3. 03 Underlying Client Onboarding. The Fiduciary introduces the Underlying Client and confirms in writing that it holds the mandate to do so. The Underlying Client may interact with the Platform directly or exclusively through the Fiduciary.
4. 04 Mandate Preparation. The Fiduciary drafts the anonymised teaser jointly with the Operator and attests to the accuracy of the financial information transmitted.
5. 05 Disclosure under Article 400 CO. The Fiduciary undertakes to disclose to the Underlying Client, in writing, the existence and amount of the referral commission payable by the Operator. Settlement of the commission is conditional on this disclosure.
6. 06 Process. From dossier unlock through to closing, the workflow mirrors the Seller-side procedure. The Fiduciary retains a representative seat throughout. The Platform itself does not represent the Fiduciary or the Underlying Client.
7. 07 Referral Commission. Upon closing, the Operator pays the Fiduciary a referral commission of 1.25% of Total Transaction Value, exclusive of Swiss VAT, on the terms set out in the Fiduciary Intermediation Agreement.

• · Free negotiation. No mandatory rules govern the structure of any Transaction. Buyer and Seller negotiate freely between themselves; the Platform does not intervene.
• · 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.
• · Non-custodial settlement. The Platform never holds shares, assets, funds, or other values of any kind on behalf of any party. All transaction capital settles directly between the parties' banking institutions.
• · Confidentiality. All non-public information disclosed through the Platform is treated as strictly confidential and survives termination of any agreement for at least five years, or the period required by applicable law, whichever is longer.
• · Anti-circumvention. Parties undertake not to transact with introduced counterparties outside the framework of the Platform for the duration of the Intermediation Agreement and the 24-month tail period.
• · Governing law. Swiss substantive law; ordinary courts of Canton Ticino, save where Swiss mandatory law provides otherwise.

For the binding provisions, consult the General Terms and Conditions, the Privacy Policy, and the relevant Intermediation Agreement.