Terms of Use
1. Object and scope
The Client hires 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 engagement and 90% (€4,500) at 45 days.
Purpose: cover strategic work necessary to maximize sale conditions, regardless of whether the auction is activated.
Auction not activated: if the auction is not activated, specific materials for that process (teaser, process letter, extended data room) will not be invoiced.
Excess hours: once the 30 included hours are exceeded, service extension and additional billing will be agreed in writing.
3. Success fees
Will accrue only if: The auction is activated, and The final sale price exceeds 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 first effective collection of the sale price (deposit or initial payment).
If the final price equals or is below 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 signing 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 remain payable.
6. Confidentiality and limitations
The Client will determine which information is 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 final completion of the purchase transaction.
7. Billing and payments
Fixed fees: 10% (€500 + VAT): invoiced upon contract signing (payment within 7 days). 90% (€4,500 + VAT): invoiced 45 days after signing (payment within 7 days).
Success fees: invoiced on the date of first effective collection of sale price or deposit.
All amounts are understood excluding taxes. Applicable VAT will be applied at each moment.
8. Limitation of liability
GoExits will not be responsible for purchase decisions, valuations, financial projections, or any results derived from the transaction.
The Client exonerates GoExits from any claim for indirect damages, lost profits, or unfulfilled expectations.
GoExits' maximum liability shall be limited, in any case, to the amount of fees actually received for the services under contract.
9. Applicable law and jurisdiction
This contract shall be governed by Spanish law.
For 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.