1. Acceptance of the terms of use

These terms of use (Agreement) govern your registration as a buyer, seller, or seller's agent on our marketplace (miqo marketplace), which is wholly owned by miqo Limited, company number 14869236 and its subsidiaries ("miqo", "we", "us", "our" and "ours"). Your use of miqo and all tools offered on our website and any related services provided by miqo, are collectively, the Services. Please read the Agreement carefully, as it will define, and in some cases limit, your rights with respect to miqo and your use of the Services.

2. Eligibility: Authority

The individual or entity whose name is used in the miqo registration process represents and warrants to us that: (a) they have the full right, power, and authority to enter into this Agreement on behalf of them and create a binding obligation on themself; (b) the execution and delivery of this Agreement has been fully authorised by such individual or entity; (c) they have not previously been terminated from using the Services for violating any agreement with miqo; and (d) all information provided by them is complete, accurate, and up-to-date.

Where the entity you register with is different to the entity that completes a transaction on the miqoMarketplace, you hereby agree that: (a) you will confirm the details of the entity that completes the transaction with us as part of the acquisition process, and (b) you represent and warrant that you have the authority to bind the entity and enter into this Agreement on its behalf.

3. Your Materials: License

3.1. Your Materials. You are solely responsible for: (a) all materials and data submitted to miqo for inclusion in a startup listing or profile description or for use in connection with the Serviceswhether or not created originally by you (Your Content); and (b) all websites and content linked, or otherwise referenced, in Your Content ( Linked Content and together with Your Content, Your Materials ).

3.2. License. You hereby grant to miqo a royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable right and license to copy, modify, display, distribute, perform, store and otherwise use and exploit, all Your Content, in any form through any media, software, or technology, in connection with: (a) providing the Services; (b) distributing Your Content on or in connection with the websites owned, operated, or powered by miqo. miqomakes no claim to any ownership interest in Your Content obtained from you under this Agreement, and no ownership rights will be transferred under this Agreement.

3.3. Representation and Warranties. You represent and warrant to miqo that: (a) you hold all ownership rights, including all applicable intellectual property rights, in Your Content necessary to grant miqo the license in paragraph 3.2 and Your Content will not violate any third party rights; (b) Your Content, and your use of the Services, do not violate, facilitate, or encourage violation of any applicable law (c) Your Content is not obscene, defamatory, disparaging, deceptive, profane, or indecent; (d) the provision of Your Content does not violate any confidentiality obligations to which you are bound, or you do not have permission to provide Your Content; and (e) Your Content is not misleading, intentionally or negligently fraudulent and is true and correct in all respects as at the date of its disclosure.

3.4. Display: Listing Quality. miqo will have the sole right to determine the placement and location of all or any portion of Your Content on the miqo Marketplace. You will provide miqo with all Your Content necessary for miqo to provide the Services within 10 days of your registration on the miqo Marketplace, and will continue to provide all Your Content necessary to perform the Services for the duration of this Agreement. You are responsible for promptly updating Your Content and your contact information as necessary, including updating any changes to your profile or listing regarding availability, pricing, or content. For the avoidance of doubt, miqo has the right, in its sole discretion, to remove or modify Your Materials for any reason, including format, spelling, or other matters of presentation, or if miqo believes Your Materials violate this Agreement. You hereby authorise miqo to modify Your Materials for listing and presentation purposes on the miqo Marketplace.

4. Prohibited Uses: Confidentiality; Source of Information

4.1 Prohibited Uses. You will not, and will not authorise any party to: (a) provide any fraudulent, negligently misrepresentative, or otherwise misleading listings; (b) use any Services for benchmarking or similar testing; (c) use any automated or manual means of scraping or data extraction to collect miqo listing, profile, or any advertisement related information except as expressly permitted by miqo, in writing; (d) use any Services for the purpose of building a competitive product or service; (e) list or engage in anything illegal; (f) conduct automatic queries, including screen and database scraping, spiders, robots, crawlers, bypassing "captcha" or similar precautions, and any other automated activity meant to obtain information from the Services or interfere with the performance of the Services; (g) re-post or display in any way the public or confidential information of any startup on any other domain, whether private or public and without limitation.

4.2 Confidentiality. Your information will be kept confidential and only used in accordance with our [Privacy Policy hyperlink [ST1] ]

4.2.1 Definitions. "Business Information" means information concerning a provider of information (Provider) which has been or is furnished to a recipient of information or its Representatives (Recipient) in connection with the Recipient's evaluation of a possible transaction (Proposed Transaction) on miqo. Business Information does not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by the Recipient in breach of this Agreement, or (b) was within the Recipient's possession prior to its being disclosed to the Recipient by or on behalf of the Provider.

"Representatives" include the directors, officers, employees, agents, partners or advisors (including, without limitation, solicitors, accountants, brokers, consultants, bankers and financial advisors) of the Recipient or Provider, as applicable.

4.2.2 Use of Business Information and Non-Disclosure. Each Recipient shall, and it shall cause its Representatives to, use the Business Information solely for the purpose of evaluating a Proposed Transaction, keep the Business Information confidential, and, will cause its Representatives not to disclose any of the Business Information in any manner whatsoever, provided however, that any of such information may be disclosed to the Recipient's Representatives who need to have access to such information for the sole purpose of helping the Recipient evaluate a Possible Transaction. Each Recipient agrees to be responsible for any breach of this Agreement by any of its Representatives. This Agreement does not grant a Recipient or any of its Representatives any license to use the Provider's Business Information except as provided in this Agreement.

Each Recipient agrees that, without the prior written consent of the Provider, each Recipient will not, and it will cause its Representatives not to, disclose to any person or entity (a) that Business Information has been exchanged between the Provider and Recipient, (b) that discussions or negotiations are taking place between the Provider and Recipient concerning a Possible Transaction or (c) any of the terms, conditions or other facts with respect thereto (including the status thereof), provided that each Recipient agrees that automated features on miqo may share automated and anonymized details of the deal status of the Possible Transaction such as when a seller has received a signed Non-Disclosure Agreement (NDA).

5. Types of Users and Transactions permitted on miqo

5.1 Locations. We do not perform business or service any customers located in any country outside of United Kingdom.

5.2 Deal Structures. miqo facilitates the sale and purchase of businesses (either owned personally by sellers' or within a limited company structure) by asset or share sale, on the miqo Marketplace.

5.3 Exclusivity upon signing Heads of Terms. All users irrevocably agree to a 90-day period of exclusivity in respect of all Proposed Transactions commencing on the date they sign Heads of Terms (HoT) for the sale and purchase of a business (Exclusivity Period). During the Exclusivity Period:

i. the relevant listing on the miqo Marketplace will be hidden and only visible to those parties who have signed the HoT;

ii. the seller will immediately terminate, or procure the termination of, any third-party negotiations currently taking place;

iii. If the seller (or any of them) are in material breach of any of their obligations under this clause they shall reimburse the buyer for all reasonable professional costs and expenses in relation to the evaluation of the Proposed Transaction, including the preparation of relevant documents.

We reserve the right to disallow any Proposed Transaction or remove any user from the miqo Marketplace for any reason not explicitly stated in this paragraph 5, including, but not limited to, whether the Proposed Transaction or user would violate any applicable law, regulation, or statute.

6. Account Suspension or Termination; Pricing

6.1 Account Suspension or Termination. You may end your legal agreement with miqo at any time by deactivating your account(s) and discontinuing your use of the Services.

If we have determined that you have breached any terms of this Agreement or any other of our terms or policies, we may suspend or permanently disable your account. In any case, we reserve the right to update, suspend, discontinue any Services, to remove You as a registered buyer, seller, or otherwise terminate or suspend your account with us at any time, for any reason, with or without cause and in our sole discretion.

6.2 Pricing

6.2.1 Our fees may increase at any time in our sole discretion. We will provide adequate written notice to you of any price changes and their effective date, when applicable.

7. What miqo does not do

7.1. miqo exists to allow the highest quality buyers, sellers, and M&A professionals to connect in order to efficiently and cost-effectively transact the sale and purchase of small to medium sized businesses. However, you hereby acknowledge and agree that miqo does not engage in, or is not, now or at any time in the future, any of the following:

7.1.1. No representation. miqo does not represent you, as a buyer or seller in the miqo Marketplace, nor does it act in any fiduciary, agent-principal, broker, solicitor-client, or any other capacity whatsoever and your use of the Services does not create, by implication or otherwise and without limitation, any fiduciary duty, solicitor-client relationship, representation, or any other sort of professional relationship or representation whatsoever. miqo is not and does not hold itself out to be your solicitor, broker, fiduciary, agent, or any sort of other representative, professional or otherwise. miqo engages in no negotiation whatsoever on your behalf.

7.1.2. Not a firm of solicitors. miqo is not a firm of solicitors and the Services do not constitute legal advice, nor does miqo intend for the Services to constitute legal advice. miqo will never provide legal advice to you. Any information that miqo provides regarding M&A transactions, is for informational purposes only and is not legal advice or legal analysis and should not be interpreted or treated as such.

7.1.3. Not a consultant. miqo does not facilitate or assist with any completion items of any kind, including, but not limited to, making any completion payments for a business you acquire on the miqo Marketplace, paying any stamp duty that arises in respect of any business you acquire on the miqo Marketplace, updating Companies House records or filings following the completion of any acquisition, or undertaking any other legal or compliance obligations that may arise in respect of a Proposed Transaction (Completion Obligations). All Completion Obligations are exclusively your responsibility.

7.1.4. No representations, warranties, or guarantees. miqo makes no representations, warranties, or guarantees of any kind regarding any of the Services.

7.1.5. No due diligence. miqo performs no technical, legal, financial, or any other kind of due diligence on buyers or sellers in the miqo Marketplace and makes no representations, warranties, and guarantees regarding such buyers or sellers of any kind. miqo cannot guarantee whether a business listed on the miqo Marketplace is suitable for a potential buyer, or whether any businesses listed on the miqo Marketplace will meet the performance expectations of a buyer. miqo is not responsible for a seller's truthfulness regarding the existence, quality, accuracy, or completeness of any listing on the miqo Marketplace.

7.1.6. Not a party. miqo is not a party to any transaction agreement or document pertaining to any transaction between you and a buyer or seller on the miqo Marketplace.

7.1.7. Not valuers. miqo is not a valuation business and any valuations or opinions of value provided through the valuation tool are for informational purposes only. miqo cannot and does not make any guarantee, representation, or warranty regarding the accuracy or completeness of any information obtained through the valuation tool. While the information provided has been obtained from sources believed to be reliable, miqo and its subsidiaries do not attest to its accuracy or completeness.

7.1.8. No dispute resolution. miqo does not engage in assisting users with the resolution of any dispute or proceeding between you and any buyer or seller on the miqo Marketplace.

8. Third-party service providers integration

We partner with Escrow.com (Escrow), Verify365 (Verify), and Stripe.com (Stripe) (together the Third-Party Service Providers ) in order to streamline transactions that are completed using the miqo Marketplace.

For each transaction, the Third-Party Service Providers are the agents of record and our role is limited only to generating a transaction for your acquisition in the miqo Marketplace.

Any disputes or controversies regarding any Third-Party Service Providers should be addressed to the respective party only. miqo is not licensed or authorised to be a party to any services provided by the Third-Party Service Providers, and can not cancel, modify, adjudicate, or mediate any dispute that may arise with any of those parties for any reason.

All transactions are subject exclusively to each Third-Party Service Providers terms of use. Under no circumstances shall miqo be liable, for any amount, or for any damages resulting from or relating to any dispute between a buyer and seller on the miqo Marketplace due to their engagement with any Third-Party Service Provider.

9. Disclaimers and exclusions of liability

All Business Information that is displayed or shared by miqo is material that is shared by the respective buyer or seller, and does not originate from miqo. miqo makes no representations or warranties of any kind regarding any Business Information.

Publications and other content available on our website is provided for general information only. They do not constitute legal or other professional advice or seek to be an exhaustive statement of the law and should not be relied on. You should take specific legal advice on any particular matter which concerns you.

While we endeavour to ensure that the information on our website is accurate, we accept no obligation to ensure that the content is complete, accurate or up to date, or that the website or its content will remain accessible.

Although reasonable care is taken to ensure that our website and the materials available from it are virus-free, miqo cannot accept responsibility for any viruses which may affect or derive from any material you access or download from our website.

To the extent permitted under all applicable laws or regulations, miqo excludes all liability (howsoever caused) to you or any third parties for any loss or damage relating to the use of, inability to use, or reliance on our website or any of the content or links contained within it.

10. Indemnification

You shall defend, indemnify, and hold harmless miqo and each of its respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable solicitors' fees related to (a) your use or misuse of, or access to, the miqo Marketplace, and any resource provided by miqo (b) any breach of any representation or warranty contained in this Agreement, (c) the accuracy of any information contained in your Business Information, or any other information, of any kind or medium, that is posted, displayed, shared, referred to, or used in connection with your use of the miqo Marketplace. miqo reserves the right to assume the control of any matter otherwise subject to indemnification by you, in which case, you will assist and co-operate in full with us in asserting any available defences.

11. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, the relevant provision or part-provision shall be deemed deleted.

Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of this Agreement.

12. Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Each party to this Agreement irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).