Terms of Service
1. Purpose and Scope
The Client contracts GoExits S.L. (hereinafter, "GoExits" or the "Platform"), a company incorporated under Spanish law, dedicated to intermediation in the purchase and sale of companies through auction processes, for the provision of strategic advisory services in the sale of [Asset/Company].
Services include: Strategy and positioning definition. Preparation of basic presentation materials. Discreet contact with potential interested parties. Management of questions and answers (Q&A). Negotiation support.
Services do not include legal, tax, accounting, or due diligence advice. Such services must be contracted directly by the Client with third-party professionals of their choice.
2. Fixed Fees (Retainer)
Amount: €5,000 (plus VAT), includes platform license activation and up to 30 hours of strategic advisory.
Payment: 10% (€500) at the start of the assignment and 90% (€4,500) at 45 days.
Purpose: to cover the strategic work necessary to maximize sale conditions, regardless of whether the auction is activated or not.
Auction not activated: if the auction is not activated, specific materials for that process will not be billed (teaser, process letter, extended data room).
Excess hours: after the included 30 hours, the extension of services and additional billing will be agreed in writing.
3. Success Fees
Will be accrued only if: The auction is activated, and The final sale price is higher than the agreed "Reserve Price".
Commission: 3% exclusively on the amount exceeding the Reserve Price.
Example: Reserve Price = €10,000,000 → Final Price = €11,000,000 → Commission = 3% on €1,000,000 = €30,000.
Payment: on the date of the first effective collection of the sale price (deposit or initial payment).
If the final price is equal to or lower than the Reserve Price, no success fees are generated.
4. Reserve Price and Final Price
Reserve Price: minimum amount below which the Client will not accept the sale.
Final Price: total purchase amount reflected in the purchase agreement (SPA), excluding post-closing adjustments.
5. Duration, Exclusivity and Cancellation
Duration: 90 days from the signing of this contract.
Exclusivity: during the contract term, the Client grants GoExits exclusive coordination of the sale process.
Cancellation: either party may terminate the contract with 7 days' written notice. In this case, accrued fixed fees will remain payable.
6. Confidentiality and Limits
The Client will determine what information will be considered confidential.
GoExits commits to preserving information confidentiality and using it only for purposes derived from the contract.
GoExits will act with maximum professional diligence, but does not guarantee obtaining a specific price or the definitive formalization of the purchase-sale operation.
7. Billing and Payments
Fixed fees: 10% (€500 + VAT): billing upon contract signing (payment within 7 days). 90% (€4,500 + VAT): billing 45 days after signing (payment within 7 days).
Success fees: billing on the date of the first effective collection of the sale price or deposit.
All amounts are understood excluding taxes. Current VAT will be applied at all times.
8. Limitation of Liability
GoExits will not be responsible for purchase-sale decisions, valuations, financial projections, or any result derived from the transaction.
The Client exonerates GoExits from any claim for indirect damages, lost profits, or unfulfilled expectations.
GoExits' maximum liability will be limited, in any case, to the amount of fees actually received for the contracted service.
9. Applicable Law and Jurisdiction
This contract will be governed by Spanish law.
For the resolution of any conflict arising from the interpretation or execution of these conditions, the parties expressly submit to the Courts and Tribunals of [city of GoExits S.L.'s registered office], waiving any other jurisdiction that might correspond.