SPECIFIC BUYER TERMS — WEBSHOPMARKET.COM
Version: 20 July 2026
Article 1. Definitions and relationship to the General Terms of Use
1.1. These Specific Buyer Terms use the same definitions as the General Terms of Use and Platform Conditions of AK OPERATIONS, unless these Buyer Terms expressly provide otherwise.
1.2. General Terms of Use: the General Terms of Use and Platform Conditions of AK OPERATIONS that apply to all Users of the Platform.
1.3. Adviser: any lawyer, tax adviser, accountant, financial adviser, technical adviser, investor, financier, employee, director, shareholder, group company or other assistant engaged by or on behalf of the Buyer in the assessment of a Webshop, a Bid, due diligence, financing or a transaction.
1.4. Bid: any indicative, conditional, binding or non-binding expression of interest, price indication, purchase proposal, bid message, letter of intent, draft arrangement or other proposal by a Buyer regarding a Webshop.
1.5. Binding Bid: a Bid whose content, the functionality used, the confirmation, the applicable conditions or the circumstances reasonably indicate that the Buyer wishes to be legally bound by the conditions contained therein, to the extent accepted by the Seller.
1.6. Data Room: any digital environment, file environment, document module, upload environment, download environment, shared folder, communication space or other environment in which information about a Webshop is made available to a Buyer.
1.7. Indicative Bid: a Bid intended solely as an initial price indication, expression of interest or basis for further negotiations, which does not constitute a Binding Bid unless expressly stated otherwise.
1.8. Buyer: the User who views a Webshop, requests information, requests or uses access to a Data Room, asks questions, makes a Bid, negotiates, gives a Sale Confirmation, makes a payment or wishes to purchase or purchases a Webshop.
1.9. Buyer Terms: these Specific Buyer Terms for information use, bids and due diligence.
1.10. AK OPERATIONS: AK OPERATIONS B.V., registered at Herenweg 64, unit 43, 3602 AR, Maarssen, the Netherlands, entered in the trade register of the Chamber of Commerce under number 42034947, operator of the Platform.
1.11. Platform: Webshopmarket.com and its associated digital environment, as described in the General Terms of Use.
1.12. Platform Commission: the fee owed to AK OPERATIONS upon a sale or purchase of a Webshop confirmed via the Platform, or upon a transaction arising from a contact, lead, Listing, introduction or communication via the Platform. Unless AK OPERATIONS states otherwise, the Platform Commission is 5% of the Transaction Amount.
1.13. Premium Buyer Account: a paid Account or paid supplementary Service for Buyers providing access to more extensive functionalities within the Platform, to the extent made available by AK OPERATIONS.
1.14. Stripe, Stripe Connect, Payment Service Provider, Connected Account, Chargeback, Transaction Amount, Payout and Sale Confirmation have the meanings assigned to them in the General Terms of Use.
1.15. Seller: the User who offers a Webshop, places a Listing, provides information about a Webshop, negotiates with a Buyer, or wishes to sell or sells a Webshop.
1.16. Confidential Information: all information provided by or on behalf of a Seller, AK OPERATIONS or a third party to the Buyer, which the Buyer knows or ought reasonably to understand to be confidential, including in any case information about revenue, profit, margins, traffic, analytics, conversion, stock, customers, suppliers, contracts, accounts, software, business operations, documentation, bids, negotiations and sale conditions.
1.17. Webshop: the online shop, e-commerce business, trading activity, digital enterprise or combination of digital assets offered via the Platform or in which interest is expressed via the Platform.
1.18. These Buyer Terms supplement the General Terms of Use. They are intended for the specific position of Buyers in relation to information use, bids, due diligence, payment settlement and the acquisition process.
1.19. These Buyer Terms may not be interpreted such that AK OPERATIONS becomes a party to the purchase agreement between Buyer and Seller, that AK OPERATIONS warrants a Webshop or that AK OPERATIONS accepts a due diligence, advisory, escrow, bank or payment service provider role.
1.20. In the event of conflict between these Buyer Terms and the General Terms of Use, the General Terms of Use apply to general platform matters and these Buyer Terms apply to matters specific to buyers, unless AK OPERATIONS expressly determines otherwise in writing. Under no circumstances do these Buyer Terms affect the liability limitations, indemnities, anti-circumvention rules, payment rules, privacy rules and role delineation in the General Terms of Use.
Article 2. Applicability and acceptance by the Buyer2.1. These Buyer Terms apply to every Buyer and to every use of the Platform by a Buyer, including viewing Listings, requesting information, obtaining Data Room access, using a Premium Buyer Account, making Bids, conducting negotiations, giving a Sale Confirmation, making payments and concluding or preparing transactions.
2.2. The Buyer accepts these Buyer Terms by creating an Account, viewing a Listing, requesting information, requesting or using access to a Data Room, purchasing a Premium Buyer Account, making a Bid, giving a Sale Confirmation, making a payment or otherwise using the Platform as a Buyer.
2.3. AK OPERATIONS may require the Buyer to accept these Buyer Terms separately, for example upon registration, upon activating buyer functionalities, upon access to confidential sales information, upon making a Bid, upon purchasing a Premium Buyer Account or upon a Sale Confirmation.
2.4. If the Buyer acts on behalf of a business, legal entity or other organisation, they declare that they are authorised to represent and bind that party to these Buyer Terms.
2.5. The Buyer warrants that all data provided by them to AK OPERATIONS, Stripe, another Payment Service Provider or a Seller is accurate, complete, current and not misleading.
Article 3. Capacity, identity and admission of the Buyer
3.1. The Platform is primarily intended for business Buyers acting in the exercise of a profession or business.
3.2. AK OPERATIONS may require a Buyer to provide company details, Chamber of Commerce number, VAT number, identification details, contact details, payment details, information about financing, proof of funds, UBO details or other verification data.
3.3. The Buyer must immediately notify AK OPERATIONS if they are not acting in the exercise of a profession or business, if their capacity changes or if data provided is no longer accurate or complete.
3.4. AK OPERATIONS may refuse, restrict, block a Buyer or impose additional conditions if AK OPERATIONS considers that admission or further use creates legal, financial, operational, reputational, payment, integrity or security risks.
3.5. AK OPERATIONS is not obliged to admit a Buyer to all Listings, all information, all Data Rooms, all bidding functionalities or all Premium Services.
3.6. A Seller may impose additional admission requirements before a Buyer gains access to confidential information or to a phase of the sales process. AK OPERATIONS is not responsible for such choices by the Seller.
Article 4. Role of AK OPERATIONS with Buyers
4.1. AK OPERATIONS facilitates the Platform on which Buyers can view Listings, request information, communicate with Sellers, make Bids and prepare a transaction.
4.2. AK OPERATIONS is not a seller, buyer, co-contracting party, broker in the legal sense, valuator, accountant, tax adviser, technical auditor, legal adviser, due diligence party, payment service provider, bank, escrow agent or guarantor of the Webshops.
4.3. AK OPERATIONS gives no warranty regarding the accuracy, completeness, currency, value, profitability, technical operation, legal transferability, tax position, privacy law structure, IP position, contractual position or commercial suitability of a Webshop.
4.4. Information about a Webshop originates in principle from the Seller. Even if AK OPERATIONS technically publishes, structures, categorises, labels, summarises, moderates or displays information, AK OPERATIONS does not thereby become responsible for that information.
4.5. A paid buyer functionality, Premium Buyer Account, label, ranking, verification notification, report, template, checklist or other Service of AK OPERATIONS provides the Buyer with no guarantee that a Webshop is suitable or can be successfully acquired.
4.6. The Buyer must always assess for themselves whether they wish to investigate, bid on or purchase a Webshop.
Article 5. Phases of information provision
5.1. AK OPERATIONS or the Seller may make information about a Webshop available in phases.
5.2. The first phase may consist of public or limited-access information in the Listing, such as a general description, category, asking price indication, revenue indication, industry, platform software, general traffic information and reason for sale.
5.3. The second phase may consist of supplementary information for logged-in Buyers or Buyers with a Premium Buyer Account.
5.4. The third phase may consist of confidential information provided only after approval by AK OPERATIONS or the Seller, acceptance of these Buyer Terms, acceptance of an NDA, verification of the Buyer, proof of serious interest or proof of financing.
5.5. The fourth phase may consist of Data Room access, due diligence documentation, contracts, technical data, financial documents, analytics, supplier information, draft transaction documentation and other sensitive data.
5.6. The Buyer has no entitlement to access to a subsequent phase. AK OPERATIONS and the Seller may refuse, restrict, suspend or revoke access.
5.7. AK OPERATIONS may determine per Listing, per Seller, per Buyer, per Account type or per Premium Buyer Account what information is visible and what conditions apply to access.
Article 6. Information requests
6.1. The Buyer may request information only for the purpose of assessing a possible purchase of the relevant Webshop.
6.2. An information request must be accurate, complete, careful and not misleading.
6.3. The Buyer may not pose as another party, front person, competitor under a false name, financier, adviser or representative if that is not the case.
6.4. AK OPERATIONS or the Seller may ask additional questions before information is provided.
6.5. AK OPERATIONS or the Seller may refuse to provide information if the Buyer is considered insufficiently serious, insufficiently verified, insufficiently funded, insufficiently transparent or otherwise unsuitable.
6.6. The Buyer may not use information requests to collect business information without genuine purchase intent.
6.7. The Buyer may not make excessive, unreasonable, intimidating, misleading or irrelevant information requests.
Article 7. Data Room and access rules
7.1. Data Room access is personal, confidential, temporary, revocable and limited to the purpose for which access was granted.
7.2. The Buyer may only view, download, copy, store or print Data Room information to the extent expressly permitted by AK OPERATIONS or the Seller.
7.3. The Buyer may not share access links, passwords, files, screenshots, export files or other Data Room information with third parties, except to the extent permitted under these Buyer Terms for Advisers.
7.4. AK OPERATIONS or the Seller may register, monitor, restrict, watermark, log, block, revoke or make Data Room access subject to additional conditions.
7.5. The Buyer may not circumvent technical measures that restrict Data Room access, downloads, screenshots, exports, printing, watermarks, logging or access duration.
7.6. The Buyer is responsible for all actions carried out via their Account, login details, devices, employees or Advisers in connection with the Data Room.
7.7. Data Room access does not mean that all relevant information has been made available or that AK OPERATIONS has verified the information.
Article 8. Permitted use of information
8.1. The Buyer may use information about a Webshop only for the assessment, preparation, negotiation and possible execution of a potential purchase of the relevant Webshop.
8.2. The Buyer may not use information for other purposes, including competitive analysis, market research without purchase intent, approaching customers or suppliers, developing a competing Webshop, price comparison for own activities, data enrichment, scraping, training models, publication or commercial exploitation outside the sales process.
8.3. The Buyer may not use information in a manner that could harm the Seller, AK OPERATIONS, other Users or third parties.
8.4. The Buyer may not combine information from multiple Listings to build a database, benchmark, valuation model, prospect list, customer list, supplier list or competitive profile without the prior written consent of AK OPERATIONS and the Sellers concerned.
8.5. The Buyer may not reverse-engineer, decompile, copy, reconstruct or technically analyse information beyond the scope of normal due diligence, unless the Seller has given written consent.
8.6. The Buyer must immediately delete, return or destroy information if access ends, negotiations are terminated, the Buyer no longer has genuine purchase intent or AK OPERATIONS or the Seller so requests, unless statutory retention obligations prevent this.
Article 9. Confidentiality
9.1. The Buyer is obliged to keep all Confidential Information strictly confidential.
9.2. The confidentiality obligation applies regardless of whether the information was obtained via the Platform, via a Data Room, via communication with AK OPERATIONS, via communication with the Seller, via Advisers or in any other manner in connection with the Platform.
9.3. The Buyer may not disclose, distribute, publish, sell, lease, lend, forward, upload to public systems or use Confidential Information for any purpose other than assessing the relevant Webshop.
9.4. The Buyer shall take appropriate technical and organisational measures to protect Confidential Information against unauthorised access, loss, alteration, disclosure, damage, theft and misuse.
9.5. The confidentiality obligation continues to apply after termination of the Account, revocation of Data Room access, termination of negotiations, rejection of a Bid, completion of a transaction or termination of these Buyer Terms.
9.6. If a separate NDA applies, these Buyer Terms continue to apply alongside it. In the event of conflict between the NDA and these Buyer Terms, the stricter confidentiality obligation applies, unless AK OPERATIONS determines otherwise in writing.
9.7. The Buyer must immediately notify AK OPERATIONS and the Seller if they suspect that Confidential Information has been accessed, shared, lost, copied, downloaded, published or otherwise compromised without authorisation.
Article 10. Sharing information with Advisers and financiers
10.1. The Buyer may share Confidential Information with Advisers only to the extent necessary for the assessment, financing, due diligence, negotiation or execution of a possible transaction.
10.2. The Buyer must ensure that every Adviser is bound in advance by a confidentiality obligation at least equivalent to the confidentiality obligations in these Buyer Terms.
10.3. The Buyer remains fully responsible and liable for acts, omissions and breaches by their Advisers.
10.4. AK OPERATIONS or the Seller may require the Buyer to disclose in advance which Advisers information will be shared with.
10.5. AK OPERATIONS or the Seller may refuse sharing with certain Advisers if there are reasonable grounds, for example due to competition, conflicts of interest, reputational risk, insufficient confidentiality or integrity risks.
10.6. The Buyer may not share information with the Seller's competitors or with parties who could independently exploit the information commercially, unless the Seller gives express written consent.
Article 11. Privacy and personal data
11.1. The Buyer is themselves responsible for compliance with applicable privacy legislation when receiving, viewing, storing, downloading, assessing, sharing, deleting or otherwise processing personal data relating to a Webshop.
11.2. The Buyer may process personal data from a Listing, Data Room or other sales information only to the extent necessary for assessing a possible purchase and to the extent a valid legal basis exists.
11.3. The Buyer may not use customer data, order histories, email addresses, postal addresses, telephone numbers, payment data, employee data or supplier data for marketing, sales, outreach, profiling, data enrichment or other purposes outside the sales process.
11.4. Where possible, the Buyer must accept anonymised, aggregated or pseudonymised information until a transaction is sufficiently concrete.
11.5. The Buyer may not retain personal data longer than necessary for the permitted purpose.
11.6. If no transaction is concluded, the Buyer must delete or return personal data, unless statutory retention obligations prevent this.
11.7. If a transaction is concluded, Buyer and Seller are themselves responsible for a lawful transfer of personal data, including any information to data subjects, legal bases, processor arrangements, security, retention periods and documentation.
11.8. The Buyer must immediately notify AK OPERATIONS of any data breach, security incident or unlawful processing related to personal data obtained via the Platform.
Article 12. Prohibition on approaching the Seller's relations
12.1. The Buyer may not approach customers, suppliers, employees, contractors, contracting parties, hosting parties, payment providers, advertising accounts, marketplace accounts, social media accounts or other relations of the Seller on the basis of information obtained via the Platform, unless the Seller has given express written consent.
12.2. This prohibition applies in any case to approaches for the purpose of checking information outside the agreed process, circumventing the transaction or the Platform, taking over customers or suppliers, terminating contracts, causing reputational damage, gaining a competitive advantage or putting pressure on the Seller.
12.3. If verification with a third party is necessary for due diligence, the Buyer must first coordinate this with the Seller via the Platform or via the communication channels permitted by AK OPERATIONS.
12.4. The Buyer may not make negative, misleading or harmful statements about the Seller, the Listing, the Webshop or AK OPERATIONS to the Seller's relations or third parties in connection with the sales process.
Article 13. Independent duty of investigation of the Buyer
13.1. The Buyer bears full responsibility for their own investigation of the Webshop and for their decision to request information, make a Bid, negotiate, give a Sale Confirmation, make payment or purchase a Webshop.
13.2. The Buyer may not assume that AK OPERATIONS has investigated the Webshop substantively, financially, fiscally, legally, technically, commercially or in terms of privacy law.
13.3. The Buyer must assess for themselves whether the Webshop exists, belongs to the Seller, is profitable, is transferable, is technically operational, is legally compliant, is correctly structured for tax purposes, is free of claims and is suitable for the Buyer's purpose.
13.4. The Buyer must obtain their own legal, financial, tax, technical, commercial, privacy law and operational advice where necessary.
13.5. If the Buyer fails to conduct due diligence or fails to engage Advisers, this is at the Buyer's risk and expense.
13.6. The fact that a Webshop is on the Platform, that a Seller is registered, that information is in a Data Room, that a Premium Buyer Account gives access to certain functionalities or that a transaction is processed via Stripe Connect does not reduce the Buyer's duty of investigation.
Article 14. Financial due diligence
14.1. The Buyer must independently investigate all financial aspects of the Webshop.
14.2. Financial due diligence may include, among other things: revenue, profit, margin, cost structure, advertising costs, returns, payment costs, stock value, debtors, creditors, taxes, ongoing obligations, subscription costs, licence costs, chargebacks, refunds, seasonal influences and dependence on certain products, suppliers or channels.
14.3. The Buyer must assess whether financial figures are supported by reliable source data, such as bookkeeping, bank statements, payment provider data, analytics, marketplace overviews, advertising accounts, invoices and tax returns.
14.4. AK OPERATIONS does not warrant that financial information is accurate, complete, verifiable or representative.
14.5. If the Buyer makes a Bid based on preliminary or unverified figures, this is at their risk and expense.
Article 15. Commercial due diligence, traffic and performance
15.1. The Buyer must independently investigate the commercial performance and prospects of the Webshop.
15.2. Commercial due diligence may include, among other things: traffic, conversion, average order value, customer retention, SEO positions, advertising campaigns, marketplace performance, reviews, reputation, return rate, competitive position, product range, margins, seasonality, platform dependency and dependency on paid advertising.
15.3. The Buyer must take into account the risk that past results provide no guarantee of future results.
15.4. The Buyer must assess whether traffic or revenue depends on temporary campaigns, discounts, paid advertising, influencers, algorithms, search engine positions, marketplaces, third-party accounts or the Seller's personal involvement.
15.5. AK OPERATIONS does not warrant visitor numbers, conversion, return, ranking, SEO positions, advertising performance or future revenue.
Article 16. Technical and operational due diligence
16.1. The Buyer must independently investigate the technical and operational structure of the Webshop.
16.2. Technical and operational due diligence may include, among other things: hosting, domain names, CMS, themes, plug-ins, custom software, source code, databases, payment providers, fulfilment, stock management, order processing, integrations, APIs, marketplace accounts, advertising accounts, email accounts, analytics, security, back-ups, maintenance and scalability.
16.3. The Buyer must assess whether software, accounts, licences, plug-ins, integrations, hosting contracts, payment accounts, advertising accounts, marketplace accounts and other technical components are transferable.
16.4. The Buyer must take into account the risk that certain components are person-specific, company-specific, non-transferable, dependent on third-party consent or dependent on new contracts.
16.5. AK OPERATIONS does not warrant that the Webshop is technically transferable or will continue to function without problems after transfer.
Article 17. Legal, tax and compliance due diligence
17.1. The Buyer must conduct independent legal, tax and compliance due diligence.
17.2. Such due diligence may include, among other things: ownership, authority to dispose, contracts, general terms and conditions, privacy policy, cookie structure, consumer law, product compliance, IP rights, domain names, trade names, trademarks, licences, claims, disputes, debts, tax obligations, VAT, payroll taxes, stock, warranties, returns and obligations to customers.
17.3. The Buyer must assess whether the Webshop complies with applicable laws and regulations and whether any shortcomings can be remedied.
17.4. The Buyer must assess whether the purchase is structured as an asset transaction, share transfer, contract assignment, domain transfer, account transfer or other structure.
17.5. AK OPERATIONS does not provide legal, tax or compliance advice, unless this has been expressly agreed in writing as a separate Service.
Article 18. Intellectual property and digital assets
18.1. The Buyer must independently investigate which intellectual property rights and digital assets belong to the Webshop and whether these can be lawfully transferred or used.
18.2. Such due diligence may include, among other things: domain names, trade names, trademarks, logos, texts, photographs, product information, software, themes, databases, source code, social media accounts, advertising accounts, email addresses, customer databases and content rights.
18.3. The Buyer must investigate whether content was created by the Seller themselves, supplied by third parties, used under licence or may potentially infringe third-party rights.
18.4. The Buyer must assess whether accounts and licences are transferable under the conditions of the relevant providers.
18.5. AK OPERATIONS does not warrant that intellectual property rights exist, belong to the Seller, are free of claims or are transferable.
Article 19. Transferability and dependencies
19.1. The Buyer must independently investigate which components of the Webshop can be factually and legally transferred.
19.2. The Buyer must take into account dependencies on third parties, including hosting providers, domain registrars, payment providers, fulfilment parties, suppliers, marketplaces, advertising platforms, social media platforms, software suppliers and SaaS providers.
19.3. The Buyer must assess whether third-party consent is required for contract assignment, account transfer, domain transfer, licence transfer or continued use.
19.4. The Buyer must investigate which components are not transferable and what alternative method of transfer is possible.
19.5. AK OPERATIONS is not responsible for failed, delayed or incomplete transfer of components of a Webshop.
Article 20. Questions, communication and conduct during the sales process
20.1. The Buyer must conduct communications with AK OPERATIONS, the Seller and other parties carefully, professionally, honestly and completely.
20.2. The Buyer must submit questions about a Webshop via the Platform or via communication channels permitted by AK OPERATIONS, unless AK OPERATIONS or the Seller permits otherwise in writing.
20.3. The Buyer may not exert pressure, threaten, deceive, manipulate, withhold information or provide incorrect information to obtain access, exclusivity, a discount, a reduction in the purchase price or an advantage in the bidding process.
20.4. The Buyer may not approach the Seller outside the Platform if doing so would prejudice contact rules, confidentiality rules, anti-circumvention rules, Platform Commissions or the interests of AK OPERATIONS.
20.5. AK OPERATIONS may monitor, retain, moderate, block or restrict communications to the extent permitted under the General Terms of Use.
Article 21. Integrity of the Buyer
21.1. The Buyer declares that they do not use the Platform for fraud, deception, money laundering, terrorism financing, sanctions evasion, tax evasion, unlawful competition, data misuse or other unlawful activities.
21.2. The Buyer may not make Bids without genuine purchase intent or without a reasonable expectation of being able to finance the transaction.
21.3. The Buyer may not use a false identity, front person, undisclosed principal or misleading structure.
21.4. The Buyer must notify AK OPERATIONS if they are acting on behalf of a third party, consortium, investor, group company or financier.
21.5. AK OPERATIONS may conduct or have conducted additional integrity, sanctions, fraud and payment checks.
Article 22. Premium Buyer Account
22.1. AK OPERATIONS may offer a Premium Buyer Account through which the Buyer gains access to supplementary buyer functionalities.
22.2. The content of the Premium Buyer Account is described by AK OPERATIONS on the Platform, in an offer, in the payment flow, in supplementary conditions or in an order confirmation.
22.3. A Premium Buyer Account may include, among other things, more extensive search options, access to more information, notifications, analytics functions, favourites, bidding functionalities, more extensive communication functionalities or other functions determined by AK OPERATIONS.
22.4. A Premium Buyer Account provides no guarantee of access to all Listings, access to all Confidential Information, acceptance by Sellers, exclusivity, preferred position, successful purchase, return, accuracy of information or suitability of a Webshop.
22.5. The Buyer owes the fee for the Premium Buyer Account as stated by AK OPERATIONS.
22.6. If the Premium Buyer Account is offered as a Subscription, the Subscription runs, renews and ends in accordance with the arrangements stated on the Platform, in the payment flow or in supplementary conditions.
22.7. AK OPERATIONS may change the content, price, availability and conditions of the Premium Buyer Account in accordance with the General Terms of Use.
22.8. If a Premium Buyer Account is suspended or terminated due to a breach of these Buyer Terms or the General Terms of Use, there is no entitlement to a refund, unless mandatory law provides otherwise.
Article 23. Payment for buyer services and subscriptions
23.1. Paid buyer services, including a Premium Buyer Account, may be collected via Stripe or another Payment Service Provider.
23.2. The Buyer is responsible for a valid payment method, correct payment details, sufficient funds and timely payment.
23.3. The Buyer authorises AK OPERATIONS and/or the Payment Service Provider to collect periodic or one-off amounts via the chosen payment method, to the extent this is supported by the chosen payment method.
23.4. If payment fails, AK OPERATIONS may suspend or terminate the Premium Buyer Account, access to information, bidding functionalities or other paid buyer services.
23.5. Costs of the Payment Service Provider, payment method costs, exchange rate costs, chargeback costs, refund costs and other costs are borne by the party stated on the Platform, in the payment flow, in supplementary conditions or in transaction documentation.
23.6. Paid buyer services provide no entitlement to a certain number of Listings, contact moments, Bids, Data Room accesses, successful transactions or commercial results.
Article 24. Types of Bids and legal significance
24.1. A Bid may be indicative, conditional, non-binding or binding.
24.2. A Bid is deemed to be an Indicative Bid unless the content of the Bid, the functionality used, the text on the bid button, the confirmation, the applicable conditions or the circumstances clearly indicate that it constitutes a Binding Bid.
24.3. An Indicative Bid does not oblige the Seller to accept and does not oblige AK OPERATIONS to admit the Buyer to a subsequent phase.
24.4. A Binding Bid may create obligations for the Buyer if the Seller accepts the Bid and the stated conditions are satisfied.
24.5. Before making a Bid, the Buyer must carefully verify that the content is correct, that the amount is right, that any reservations have been stated and that they are authorised to make the Bid.
24.6. AK OPERATIONS is not responsible for errors by the Buyer in completing, sending, amending or confirming a Bid.
24.7. A Bid via the Platform provides no guarantee that the Webshop will remain available, that the Seller will respond, that the Seller will accept or that a transaction will be concluded.
Article 25. Content of Bids
25.1. A Bid must be clear, complete and not misleading.
25.2. A Bid must contain at minimum the amount offered, the identity of the Buyer, any reservations, financing conditions, desired transfer date, assets requested, any stock component, any earn-out, payment route and other relevant conditions to the extent this information is requested by AK OPERATIONS or the Seller.
25.3. The Buyer must expressly state all relevant reservations, including financing reservation, due diligence reservation, approval by management or shareholders, legal review, tax review, technical review or third-party consent.
25.4. If the Buyer states no reservation, the Seller may assume that the relevant reservation does not apply, to the extent this is consistent with the nature of the Bid and applicable law.
25.5. The Buyer may not make a Bid with an artificially high amount, misleading conditions or hidden reservations in order to obtain access to information or exclusivity.
25.6. The Buyer must immediately notify AK OPERATIONS and the Seller if a Bid is no longer accurate, feasible or current.
Article 26. Bidding process and ranking
26.1. AK OPERATIONS may offer functionalities for making, receiving, amending, ranking, withdrawing or accepting Bids.
26.2. AK OPERATIONS is not obliged to forward, display, rank, assess or accept a Bid.
26.3. The Seller determines in principle whether to respond to a Bid, which Buyer to proceed with and on what terms to negotiate.
26.4. AK OPERATIONS may establish bidding rules, time limits, minimum amounts, bid increments, admission requirements or ranking criteria.
26.5. The ranking or visibility of Bids may be influenced by timing, amount, completeness, reservations, verification, financing, premium functionalities, technical factors or criteria determined by AK OPERATIONS.
26.6. AK OPERATIONS does not warrant that the highest Bid will be chosen or that a Bid is objectively or fully comparable with other Bids.
26.7. AK OPERATIONS may suspend, amend or terminate the bidding process if there are errors, misuse, complaints, fraud, ambiguity, payment risk, technical disruptions or other reasonable grounds.
Article 27. Reservations, exclusivity and termination of negotiations
27.1. The Buyer must record any reservations in a timely, clear and written manner.
27.2. Exclusivity for a Buyer only applies if the Seller and Buyer expressly agree this in writing and the conditions are clearly recorded.
27.3. A request for exclusivity does not entitle the Buyer to exclusivity.
27.4. Where exclusivity is granted, it may be subject to a time limit, deposit, proof of financing, confidentiality obligation, due diligence planning, draft documentation or other conditions.
27.5. The Buyer may not continue negotiations lightly if they know or ought to understand that they are unwilling or unable to purchase.
27.6. Termination of negotiations may have consequences between Buyer and Seller in certain circumstances. AK OPERATIONS is not liable for this.
Article 28. Financing and proof of funds
28.1. The Buyer is themselves responsible for financing a possible purchase.
28.2. AK OPERATIONS or the Seller may require proof that the Buyer has sufficient funds or financing.
28.3. The Buyer must state financing reservations in a timely and clear manner.
28.4. If the Buyer makes a Bid without a financing reservation, the risk of missing financing is borne by the Buyer, to the extent consistent with the nature of the Bid and applicable law.
28.5. The Buyer may not provide misleading information about their financial position, financing, investors, credit capacity or payment ability.
28.6. If financing comes through a third party, the Buyer remains responsible for timely payment and for compliance with these Buyer Terms by the financiers and Advisers involved.
Article 29. Purchase agreement and transaction documentation
29.1. The purchase agreement between Buyer and Seller is concluded between Buyer and Seller. AK OPERATIONS is not a party thereto, unless AK OPERATIONS is expressly named in writing as a party.
29.2. Buyer and Seller are themselves responsible for drawing up, assessing, amending and signing letters of intent, NDAs, purchase agreements, transfer deeds, contract assignments, domain transfers, account transfers, processor arrangements, tax arrangements and other transaction documentation.
29.3. If AK OPERATIONS makes templates, checklists, models, example clauses or transaction documentation available, these are of a general nature and do not constitute legal, tax, financial or technical advice.
29.4. The Buyer must assess for themselves whether transaction documentation is suitable for their specific situation and should obtain professional advice where necessary.
29.5. The Buyer may not give a Sale Confirmation or purchase confirmation before having reasonably verified that the confirmed transaction, price and conditions correspond to the arrangements with the Seller.
29.6. The Buyer acknowledges that a purchase agreement generated by the Platform may operate with a minimal set of transaction data, supplemented by references to the Listing, Data Room, annexes and general warranties of the Seller. Before signing, the Buyer must verify whether elements that are essential to the Buyer, such as domain names, accounts, stock, customer data, IP rights, contracts, financial substantiation and technical transfer, have been sufficiently described or have otherwise been explicitly excluded.
Article 30. Sale Confirmation and transaction status
30.1. If the Platform contains functionalities for acceptance, sale status, purchase confirmation, payment confirmation, transaction confirmation or comparable status changes, AK OPERATIONS determines which action constitutes a Sale Confirmation.
30.2. A Sale Confirmation constitutes, in the relationship between AK OPERATIONS and the Users concerned, sufficient basis for charging or having deducted the Platform Commission.
30.3. The Buyer may only give a Sale Confirmation if the confirmation is accurate and corresponds to the arrangements between Buyer and Seller.
30.4. The Buyer must state or confirm the correct Transaction Amount, the correct identities of the parties, the correct payment route and the correct transaction status.
30.5. A Sale Confirmation does not constitute a guarantee, approval, valuation, due diligence, ownership check, payment guarantee or legal assessment by AK OPERATIONS.
30.6. If a Sale Confirmation is given incorrectly, prematurely, too late or incompletely, Buyer and Seller remain responsible for the consequences, including payment obligations, corrections, repayments, Platform Commissions and any damage.
30.7. If Buyer and Seller conclude a transaction outside the Platform after having come into contact via the Platform or via AK OPERATIONS, the Buyer must immediately notify AK OPERATIONS.
Article 31. Payment, Stripe Connect, Platform Commission and settlement
31.1. If the transaction is settled via the Platform or via a payment route designated by AK OPERATIONS, the Buyer must pay the amount owed in full and on time via the payment method indicated by AK OPERATIONS or the Payment Service Provider.
31.2. Payments may be processed via Stripe, Stripe Connect or another Payment Service Provider.
31.3. The Buyer must provide all information and cooperation necessary for correct payment processing, payment verification, fraud prevention, compliance checks, tax processing and execution of the transaction.
31.4. Upon a sale or purchase of a Webshop confirmed via the Platform, a Platform Commission is due. Unless AK OPERATIONS states otherwise, this Platform Commission is 5% of the Transaction Amount.
31.5. Unless AK OPERATIONS states otherwise, the Platform Commission is owed by the Seller. The Buyer must, however, cooperate with the payment route, the Sale Confirmation and correct settlement via the Platform or via Stripe Connect.
31.6. The Platform Commission may be automatically deducted via Stripe Connect or another payment solution. The remaining portion of the Transaction Amount may thereafter be paid out to the Seller, to the extent the payment structure, verification, reserves, Chargebacks, refunds, costs, corrections and compliance checks permit this.
31.7. The Buyer may not oppose the deduction of the Platform Commission if this deduction follows from the General Terms of Use, these Buyer Terms, the payment flow, the Sale Confirmation or supplementary conditions.
31.8. The use of Stripe, Stripe Connect or another Payment Service Provider does not mean that AK OPERATIONS acts as a bank, payment service provider, escrow agent, notary, custodian of third-party funds or party to the purchase agreement.
31.9. A payment via Stripe Connect or another Payment Service Provider does not constitute a guarantee that the underlying transaction is legally valid, complete, unconditional, uncontested or successful.
31.10. The Buyer is themselves responsible for the tax treatment of their payment, any VAT, deductibility, accounting treatment and other tax consequences.
31.11. If a payment is not received, not received on time or not received in full, AK OPERATIONS may suspend or restrict access, bidding functionalities, Sale Confirmation, information provision or other Services.
Article 32. Chargebacks, refunds and payment disputes
32.1. The Buyer may not submit a Chargeback, cancellation, payment dispute, refund request or other payment correction without good reason.
32.2. If the Buyer believes they are entitled to a refund, dissolution, price reduction, suspension or correction, they must report this to the Seller as soon as possible with reasons and, to the extent the payment was processed via the Platform, to AK OPERATIONS.
32.3. Payment disputes between Buyer and Seller must in principle be resolved by Buyer and Seller themselves. AK OPERATIONS is not obliged to mediate.
32.4. AK OPERATIONS may suspend a payment, transaction, Sale Confirmation, Account, Premium Buyer Account or access if there is a Chargeback, refund, payment dispute, fraud investigation, integrity risk, compliance check, incorrect payment or negative balance.
32.5. If a Chargeback, refund, unjustified dispute, incorrect payment or payment dispute results in costs, damage, missed Platform Commission, additional payment processing costs, legal costs or other damage to AK OPERATIONS, AK OPERATIONS may recover this damage from the responsible User, to the extent permitted by law.
32.6. The Buyer remains obliged to pay amounts owed, costs and damage if a payment is reversed while the payment obligation towards the Seller or AK OPERATIONS continues.
32.7. AK OPERATIONS is not liable for decisions, delays, reserves, blocks, verification requirements, Chargebacks, refunds or other measures by Stripe or another Payment Service Provider.
Article 33. Prohibition on circumvention and lead protection
33.1. The Buyer may not circumvent the Platform, contact rules, payment rules, Sale Confirmation, Platform Commission, lead rules, communication channels or commercial interests of AK OPERATIONS.
33.2. If the Buyer has come into contact with a Seller via the Platform, via a Listing, via AK OPERATIONS or via a contact facilitated by AK OPERATIONS, the Buyer may not structure a transaction regarding the relevant Webshop outside AK OPERATIONS with the aim of evading the Platform Commission, fees or conditions of AK OPERATIONS.
33.3. If Buyer and Seller continue to negotiate or conclude a transaction outside the Platform after having come into contact via the Platform or AK OPERATIONS, the Buyer must immediately notify AK OPERATIONS.
33.4. The Platform Commission remains due if the transaction arises from a contact, lead, Listing, introduction, Bid, Sale Confirmation or communication via the Platform, even if the transaction is technically completed outside the Platform.
33.5. Unless agreed otherwise in writing, lead protection applies during the term of the Account and for twelve months after the first contact between Buyer and Seller via the Platform or via AK OPERATIONS.
33.6. The Buyer may not provide incorrect or incomplete information about the Transaction Amount, the identity of parties, the conclusion of the transaction, the payment route, the transaction documentation or the Sale Confirmation.
33.7. If AK OPERATIONS suspects circumvention, the Buyer must on first request provide additional information, evidence, correspondence, proof of payment and transaction documentation.
33.8. If the Buyer cooperates in circumvention, they are liable for the damage to AK OPERATIONS, including missed Platform Commissions, investigation costs, collection costs, legal costs, internal costs and reputational damage.
33.9. If both Buyer and Seller have cooperated in the circumvention, they may be jointly and severally liable for payment of the Platform Commission owed and the damage caused thereby, to the extent permitted by law.
Article 34. Prohibited use and market conduct
34.1. The Buyer may not use the Platform for unlawful, fraudulent, misleading, harmful, infringing, discriminatory, threatening, offensive, hateful, criminal or otherwise unauthorised activities.
34.2. The Buyer may not collect information without genuine purchase intent.
34.3. The Buyer may not scrape, copy, reuse, publish, sell or commercially exploit Listings, information, prices, revenue data, business data, customer data or other data outside the permitted acquisition due diligence.
34.4. The Buyer may not use fake reviews, fake Bids, artificial interest, fake leads, manipulative communications, spam, phishing or other misleading practices.
34.5. The Buyer may not perform actions that could harm the operation, security, integrity, availability or reputation of the Platform, AK OPERATIONS, Sellers or third parties.
Article 35. Reports, complaints and inaccuracies
35.1. If the Buyer suspects that a Listing is incorrect, incomplete, misleading, fraudulent, infringing or otherwise unlawful, they must report this to AK OPERATIONS as soon as possible.
35.2. A report must be as specific as possible and, where possible, supported by evidence.
35.3. The Buyer may not use a suspicion of inaccuracy to put the Seller under pressure outside the Platform, cause reputational damage or circumvent AK OPERATIONS.
35.4. AK OPERATIONS may, following a report, request information, temporarily block a Listing, restrict access, initiate an investigation or take other measures.
35.5. AK OPERATIONS taking or refraining from measures does not mean that AK OPERATIONS acknowledges liability or accepts responsibility for the content of the Listing or the dispute between Buyer and Seller.
Article 36. Measures in the event of breach
36.1. In the event of a breach of these Buyer Terms, the General Terms of Use, an NDA, payment conditions or other applicable conditions, AK OPERATIONS may take measures.
36.2. Measures may include, among other things: a warning, restriction of information, revocation of Data Room access, blocking of bidding functionalities, suspension or termination of a Premium Buyer Account, blocking of the Account, removal of communications, suspension of payments, refusal of future access or recovery of damage.
36.3. AK OPERATIONS may also take measures in the event of suspicion of fraud, deception, circumvention, unauthorised use of information, payment risk, Chargeback risk, integrity risk, privacy risk, sanctions risk, data breach, infringement of rights or reputational risk.
36.4. The Buyer has no entitlement to compensation for measures reasonably taken by AK OPERATIONS to protect AK OPERATIONS, Sellers, other Users, the Payment Service Provider or third parties.
Article 37. Penalties and compensation
37.1. If a penalty has been agreed in supplementary conditions, an NDA, the payment flow, the transaction documentation or a separate agreement, payment of that penalty does not affect the right to full compensation, to the extent permitted by law.
37.2. Without prejudice to any penalties, the Buyer is liable for all damage suffered by AK OPERATIONS, the Seller or third parties due to a breach of these Buyer Terms.
37.3. Damage may include, among other things: missed Platform Commissions, missed fees, investigation costs, collection costs, legal costs, payment processing costs, Chargeback costs, reputational damage, internal costs, damage from data breaches and damage from unauthorised use of Confidential Information.
Article 38. Evidence, logging and administration
38.1. The administration, log files, system data, acceptance logs, Data Room logs, download logs, communication data, bid data, payment data, Sale Confirmations, timestamps and other records of AK OPERATIONS constitute evidence of use, access, information provision, acceptance, Bids, communications, payment, Sale Confirmation, contact moments and other relevant facts, subject to counter-evidence by the Buyer.
38.2. AK OPERATIONS may retain data to the extent necessary for administration, security, evidence gathering, dispute resolution, payment settlement, Chargebacks, fraud prevention, statutory obligations or protection of rights.
38.3. The Buyer acknowledges that logging may be necessary to support confidentiality, anti-circumvention, payment settlement, Platform Commissions and enforcement of these Buyer Terms.
38.4. Acceptance logs, document versions, account details, timestamps and confirmation actions may also be used as evidence of electronic acceptance, the identity of the Buyer, the moment of acceptance and the version of the accepted terms or transaction documentation.
Article 39. Indemnification by the Buyer
39.1. The Buyer indemnifies AK OPERATIONS against all claims, damage, fines, costs, demands and proceedings by Sellers, other Users, Advisers, financiers, Payment Service Providers, supervisory authorities and third parties relating to:
39.2. the Buyer's use of the Platform;
39.3. information requests, Data Room access, Bids, Sale Confirmations, payments or transactions of the Buyer;
39.4. incorrect, incomplete or misleading conduct by the Buyer;
39.5. breach of Confidential Information or an NDA;
39.6. unauthorised use of information, data misuse, scraping, publication or approaching the Seller's relations;
39.7. breach of privacy legislation or security obligations;
39.8. circumvention of the Platform, contact rules, payment rules or Platform Commissions;
39.9. Bids without genuine purchase intent or without adequate financing;
39.10. Chargebacks, refunds, payment disputes or incorrect payment information;
39.11. tax, financial, legal, technical or commercial consequences of a Webshop investigated or purchased by the Buyer;
39.12. acts or omissions of the Buyer's Advisers.
39.13. The indemnification also covers reasonable legal costs, investigation costs, collection costs, expert costs, payment processing costs, reputation recovery costs and internal handling costs.
Article 40. Liability and no warranties by AK OPERATIONS
40.1. AK OPERATIONS is not liable for information from Sellers, Listings, Data Room information, Bids, negotiations, Sale Confirmations, payments, purchase agreements, transfers, technical operation, privacy risks, IP risks, tax consequences, disappointing results or disputes between Buyer and Seller.
40.2. AK OPERATIONS is not liable for damage arising from the Buyer conducting insufficient due diligence or failing to engage sufficient Advisers.
40.3. AK OPERATIONS is not liable for damage related to Stripe, Stripe Connect or another Payment Service Provider, including refused payments, delayed payments, reserves, Chargebacks, refunds, verification decisions, blocks, negative balances, disruptions or changes to payment conditions.
40.4. AK OPERATIONS gives no warranty that a Webshop can be purchased, that a Seller will cooperate, that information is accurate, that payment will be accepted, that transfer will succeed or that the Webshop will achieve the expected results after transfer.
40.5. The liability limitations in the General Terms of Use apply in full alongside these Buyer Terms.
Article 41. Sanctions, export controls and integrity
41.1. The Buyer warrants that they are not subject to sanctions, trade restrictions, export restrictions or other statutory restrictions that prohibit use of the Platform or participation in a transaction.
41.2. The Buyer may not use the Platform for money laundering, terrorism financing, sanctions evasion, fraud, tax evasion or other illegal activities.
41.3. The Buyer must cooperate with reasonable verifications, sanctions checks, payment checks, fraud prevention, KYC checks and integrity investigations by AK OPERATIONS, Stripe or another Payment Service Provider.
41.4. AK OPERATIONS may suspend or terminate access, Bids, payments, Premium Buyer Accounts, Data Room access or transactions if there are integrity risks.
Article 42. Termination and consequences
42.1. The Buyer may terminate their Account or Premium Buyer Account in accordance with the procedure stated on the Platform or in supplementary conditions.
42.2. Termination does not affect payment obligations already incurred, Platform Commissions, confidentiality obligations, deletion obligations, indemnities, liability limitations, anti-circumvention obligations, evidence rights and obligations in respect of Bids or transactions.
42.3. After termination, the Buyer must delete, return or destroy all Confidential Information, unless statutory retention obligations prevent this.
42.4. After termination, AK OPERATIONS is not obliged to keep access, information, Bids, communications, Data Room data or other data available, unless required by law or agreed otherwise in writing.
Article 43. Amendment of these Buyer Terms
43.1. AK OPERATIONS may amend these Buyer Terms in accordance with the amendment provisions in the General Terms of Use.
43.2. Amended Buyer Terms apply from the effective date stated by AK OPERATIONS.
43.3. Continued use of the Platform as a Buyer after the effective date constitutes acceptance of the amended Buyer Terms.
43.4. Amendments that are necessary due to legislation, security, payment processing, Stripe Connect, fraud prevention, privacy, integrity or protection of Users may be implemented with immediate effect.
Article 44. Governing law and disputes
44.1. These Buyer Terms are governed by Dutch law.
44.2. Disputes between AK OPERATIONS and the Buyer are resolved in accordance with the jurisdiction clause in the General Terms of Use.
44.3. Disputes between Buyer and Seller fall outside AK OPERATIONS's responsibility and must be resolved by Buyer and Seller themselves.
Article 45. Final provisions
45.1. These Buyer Terms constitute the specific legal basis for the position of Buyers in relation to information use, bids and due diligence within the Platform.
45.2. The Buyer declares that they have read, understood and accepted these Buyer Terms before using the Platform as a Buyer, requesting information, making a Bid, purchasing a Premium Buyer Account, giving a Sale Confirmation or making a payment.
45.3. Additional conditions, NDAs, Stripe conditions, payment conditions or transaction documentation may apply to access to certain information, Data Rooms, Premium Services, payment functions or transactions.