| Field | Value |
|---|---|
| Operator | IBEX SERVICES Ltd · CHE-114.803.997 |
| Platform | www.smemarket.ch |
| Governing law | Swiss law · Art. 412–418 CO |
| Jurisdiction | Canton Ticino, Switzerland |
For the binding provisions, consult the General Terms and Conditions, the Privacy Policy, and the relevant Intermediation Agreement.
The Platform imposes no mandatory rules on the definition or structure of any Transaction. It does not act as a representative of any party. It never holds shares, assets, funds, or other values on behalf of any party. Its function is limited to publishing and disseminating the offers of the parties.
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 Articles 412–418 of the Swiss Code of Obligations. Not a financial intermediary under AMLA/GwG, not a regulated investment firm under FinSA/FIDLEG or FinIA/FINIG, not a trading venue under FinMIA/FinfraG, and not an 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.
| 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. |
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? | After closing, upon completion of the Transaction. The invoice is issued separately to each side and is payable by direct bank transfer to the account designated in the Intermediation Agreement. |
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 and application of a dossier credit. 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 heads of terms. 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 assistance. 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 of Canton Ticino, at the Operator's seat in Chiasso, have exclusive jurisdiction, subject to imperative Swiss forum and to the Operator's right to bring proceedings at the User's seat or domicile. |
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§ Contact
For any question not addressed above, contact info@smemarket.ch.