| Field | Value |
|---|---|
| Version | Version 2 · July 2026 |
| Operator | IBEX SERVICES SA · CHE-114.803.997 |
| Platform | www.smemarket.ch |
| Governing law | Swiss law · Art. 412 et seq. CO |
| Jurisdiction | Chiasso (Mendrisio-Sud), Canton Ticino, Switzerland — exclusive |
For the binding provisions, consult the General Terms and Conditions, the Privacy Policy, and the relevant Intermediation Agreement.
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.
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.
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.
01 · Regulatory position
Status, regulation, advice.
| Question | Answer |
|---|---|
| What is the Platform, in regulatory terms? | A venue for the publication and dissemination of offers concerning Swiss SME transactions. An information service, operated under Swiss law, outside the regulated perimeter of financial-market infrastructure. |
| Does the Platform impose rules on how Transactions must be structured? | No. The Platform imposes no mandatory rules on the definition, structure, or modalities of any Transaction. The terms are negotiated freely between Buyer and Seller, without intervention by smemarket.ch. |
| Does the Platform represent the Seller, the Buyer, or any other party? | No. The Platform does not, by default, act as a representative. It does not negotiate on behalf of any party, does not bind any party, and does not warrant any party's position. |
| Does the Platform ever hold transaction values? | No. The Platform never holds shares, assets, funds, or other values of any kind. Settlement occurs directly between the parties' banking institutions. |
| Is the Operator regulated under Swiss financial markets law? | No. The Operator acts as an introducer (Mäkler) under Art. 412 et seq. CO. It is not a financial intermediary under AMLA/GwG: it never accepts, holds or transmits third-party assets or funds (non-custodial architecture, § 03 of the Disclaimer). It does not provide financial services under FinSA/FIDLEG: it publishes offers and provides negotiation tooling, without advice or personal recommendations; it does not acquire or dispose of financial instruments for any User, receives and transmits no orders, and produces no financial research — and services in connection with mergers and the acquisition or disposal of participations are in any event excluded from the definition of financial services (Art. 3 para. 3 FinSO/OSerFi). It is not a trading venue under FinMIA/FinfraG: transactions are negotiated bilaterally and freely between the parties, not traded multilaterally under non-discretionary rules. It is not a bank, securities firm, custodian or auditor. |
| Does the Operator provide investment, legal, or tax advice? | No. Each party is expected to retain its own legal, financial, and tax advisors. The Operator's role is limited to introduction and the provision of the negotiation framework. |
02 · Eligibility & verification
Who may register and how.
What "verified" means on SME Market. Before any introduction, we verify that every party is real: legal existence of the entity (commercial register extract), identity of the natural persons acting, authority to sell or to buy, and screening against applicable sanctions lists. No buyer accesses a dossier before executing the NDA and the applicable Intermediation Agreement.
What "verified" does not mean. We do not audit, certify or independently confirm the commercial, financial or operational information provided by a seller. Revenue, EBITDA, valuations and projections are the seller's representations. Due diligence is, and remains, the responsibility of the buyer and its advisors.
| Question | Answer |
|---|---|
| Who may register on the Platform? | Legal persons duly incorporated and natural persons of full legal capacity acting in a professional or business capacity. The Platform is reserved to B2B use and is not directed at consumers. |
| What does verification involve? | Identity, beneficial ownership, sanctions and politically-exposed-persons screening. Buyers additionally submit a source-of-funds declaration. Fiduciaries submit evidence of authority to act for the Underlying Client. Verification typically resolves within five business days. |
| May an individual register without a corporate vehicle? | Yes, in their professional capacity. The Operator may, however, require evidence of acquisition capacity at the point of dossier unlock. |
| May the Operator decline a registration? | Yes, at its discretion, in particular in case of suspected misuse, sanctions exposure, or reputational concern. The Operator is not required to state reasons. |
| If the Operator is not subject to AMLA, why does it screen sanctions and PEP lists? | Two reasons. First, Swiss sanctions law (the Embargo Act and the ordinances enacted under it) applies to everyone, not only to supervised financial intermediaries: no person in Switzerland may facilitate dealings with sanctioned parties. Second, screening is the Platform's own integrity standard — a condition of access we impose contractually, not a supervisory obligation imposed on us. The screening does not make the Operator a financial intermediary and does not constitute AMLA-regulated activity. |
03 · Fees & settlement
Cost, calculation, payment.
| Question | Answer |
|---|---|
| What does registration cost? | Nothing. Registration, browsing, and basic listing are free of charge. |
| What is the success fee? | 2.50% of Total Transaction Value, owed by each side at closing, subject to a floor minimum of CHF 5,000 per side per Transaction stipulated in the Intermediation Agreement. All fees are stated exclusive of Swiss VAT. |
| How is Total Transaction Value calculated? | On a 100% basis, including cash, consideration in kind, the assumption of debt, and any earn-out, deferred or contingent component, irrespective of the percentage of shares or assets actually transferred. |
| Does the Operator hold transaction funds or other values? | No. The Platform is non-custodial. It never holds shares, assets, funds, or other values on behalf of any party. All transaction capital settles directly between the parties' banking institutions. |
| What is the Fiduciary referral commission? | 1.25% of Total Transaction Value, paid by the Operator to the Fiduciary that introduced the Underlying Client. The Fiduciary must disclose this commission to the Underlying Client under Article 400 CO. |
| When is the success fee invoiced? | Upon the success-fee trigger set out in the Intermediation Agreement — the signing of the definitive transaction agreement — with payment due within fifteen (15) calendar days. The invoice is issued separately to each side and is payable by direct bank transfer to the account designated in the Intermediation Agreement. |
| Can the Operator hold funds in escrow until closing? | No — structurally, not as a matter of policy. The Platform has no escrow function, no client accounts, and no payment intermediation. Parties requiring escrow engage their own banks or notaries. This is the architecture on which the Operator's position outside AMLA/GwG supervision rests. |
| Is dossier access limited or charged? | During the current phase, dossier access is free of charge and not subject to volume limits — each unlock requires only verification status and execution of the per-deal NDA. The Operator reserves the right to introduce fair-use limits or access pricing in the future; any such change would be announced to registered Users at least 30 days in advance, in accordance with GTC § 14, and would never apply retroactively to dossiers already unlocked. |
04 · Confidentiality & NDAs
Anonymity, NDAs, survival.
| Question | Answer |
|---|---|
| Is the public listing identifying? | No. Public mandates are anonymised by construction. Sector, canton, deal type, and quantitative bands are shown; the company's identity, address, and identifying detail are not. |
| How is access to the full dossier granted? | By execution of a per-deal Non-Disclosure Agreement, subject to verification status. The NDA prevails over Article 5 of the General Terms and Conditions in case of inconsistency. |
| How long do confidentiality undertakings survive? | At least five years from the date of disclosure, or the period required by applicable law, whichever is longer. Undertakings survive termination of the account and of the General Terms and Conditions. |
| May confidential information be shared with the Buyer's advisors? | Yes, subject to the recipient being named in the NDA and bound to equivalent obligations. |
| May a Buyer who unlocks a dossier withdraw without consequence? | The Buyer may decline to proceed at any time before signing binding documentation. Whether any heads of terms or exclusivity arrangement creates binding obligations is a matter for the parties' own documents. The NDA, the anti-circumvention undertaking, and the tail period remain in force regardless. |
05 · Anti-circumvention
Tail period, scope, structure changes.
| Question | Answer |
|---|---|
| What is anti-circumvention? | The undertaking not to contact, solicit, negotiate with, or transact with a counterparty introduced through the Platform other than through the framework of the Platform itself, for the duration of the Intermediation Agreement and the contractually defined tail period. |
| What is the tail period? | A 24-month period following termination of the Intermediation Agreement during which any Transaction between introduced parties remains subject to the full success fee plus liquidated damages. |
| Does the tail period apply if the deal structure changes? | Yes. The fee is owed on whatever Transaction is concluded between the introduced parties, irrespective of whether the structure matches the original mandate. |
| Does anti-circumvention apply to parties not yet introduced? | No. The undertaking applies to counterparties whose identity has been disclosed through the Platform, whether under NDA or otherwise. |
06 · Listings & mandates
Authoring, audit, withdrawal.
| Question | Answer |
|---|---|
| Who drafts the public teaser? | The Seller or the Fiduciary, with the Operator's editorial assistance (formatting and anonymisation only — not legal, tax, valuation or investment advice). The listing party warrants the accuracy of the information and the right to publish. |
| Does the Operator audit the listing? | No. The Operator does not audit, verify, or certify the accuracy of financial or commercial information provided. Each Buyer is responsible for its own due diligence. |
| May a listing be withdrawn? | Yes, by written notice. Withdrawal is without prejudice to confidentiality and anti-circumvention undertakings already accrued. |
| How long does a mandate remain live? | For the term stipulated in the Intermediation Agreement, typically renewable. Mandates may be paused at the listing party's request. |
| May the Seller refuse a specific buyer? | Yes. The Seller retains the right to refuse any individual buyer introduction without obligation to state reasons. |
07 · Languages, disputes, governing law
Process and forum.
| Question | Answer |
|---|---|
| In which languages does the Platform operate? | English, German, French, and Italian. Translations are provided for convenience; in case of discrepancy, the English version of the General Terms and Conditions prevails save where Swiss mandatory law provides otherwise. |
| Which law governs the relationship between users and the Operator? | Swiss substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and of conflict-of-laws rules referring to another legal order. |
| Where are disputes resolved? | The ordinary courts at the Operator's seat in Chiasso (Mendrisio-Sud), Canton Ticino, Switzerland have exclusive jurisdiction, subject only to any mandatory forum prescribed by Swiss law. |
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§ Contact
For any question not addressed above, contact info@smemarket.ch.