General Terms and Conditions
Effective: April 20, 2024
Seal the Deal GmbH
General Terms and Conditions (GTC)
1. Scope of Application
Seal the Deal GmbH, Schottenring 16, 1010 Vienna (“Seal the Deal”), operates the platform www.sealthedeal.at (hereinafter also referred to as the “Platform”), on which owners or holders of companies and company shares and potential buyers or investors (collectively “Users”) come into contact with each other and exchange information about investment opportunities (investments) with the aim of successfully carrying out the investment (“Transaction”).
These Terms and Conditions govern all contractual relationships between Seal the Deal and the User in connection with the use of the platform www.sealthedeal.at (“Platform”) and apply to all activities carried out in the course of the business relationship. These terms and conditions also apply to new orders, unless otherwise agreed in writing.
Deviating terms and conditions of the user are not recognized by Seal the Deal and do not become part of the contract even if Seal the Deal does not expressly object to their inclusion.
2. Services, Cooperation, Confidentiality
The user has the option of registering on the platform and entering (seller) or viewing (buyer) anonymized information about investments and providing or requesting further information via the platform.
By registering on the platform, the user makes an offer to Seal the Deal to conclude a contract. All users are subjected to a verification process by Seal the Deal. Upon acceptance of the offer by Seal the Deal, a contract is concluded with Seal the Deal on the basis of these GTC.
Once the agreement with Seal the Deal has been concluded, the user (seller) will provide Seal the Deal with all information and facts that could be of significance in connection with the investment and the execution (transaction) and will submit all necessary documents.
Seal the Deal will publish the investment with the essential project information anonymously on the platform. Offers for investments are subject to change and non-binding.
The user is responsible for selecting suitable applicants and suitable offers. Seal the Deal can support the user in this and endeavors to adapt its services to current technical developments and current market developments.
Seal the Deal is entitled to assume that the information and documents received from the user are correct and may rely on their accuracy and completeness without carrying out its own checks. Seal the Deal's offers are compiled with care on the basis of the information provided by users, but Seal the Deal accepts no liability for their accuracy and completeness - to the extent permitted by law.
While the business relationship is ongoing, the user shall report all changed or newly arising circumstances that could be of significance in connection with the transaction as soon as they become known.
Seal the Deal is obliged to maintain confidentiality about all information entrusted to it, the confidentiality of which is in the interest of the user, except insofar as this is necessary to pursue claims by Seal the Deal itself (i.e. in particular claims for payment) or to defend against claims against Seal the Deal (i.e. in particular claims for damages by the user(s) or third parties).
The users and the investments remain anonymous on the platform and are only activated by Seal the Deal in the relationship between users who are interested in a specific investment (seller and buyer) and direct contact is only established if the users and Seal the Deal have previously agreed to the establishment of contact and have signed a confidentiality agreement. Project-specific information will only be sent after a project-specific confidentiality agreement has been signed.
Contact can also be established directly by Seal the Deal without using the platform.
Seal the Deal acts as a broker and always advises buyers and sellers (dual brokerage).
Seal the Deal offers users support and advice during the transaction from specialized legal, tax and business consultants. If users wish to make use of these consultancy services, a separate consultancy agreement is concluded in which the more detailed provisions are agreed.
Seal the Deal also offers users the option of placing search profiles on the platform to initiate investments. If users wish to make use of these services, a separate subscription contract is concluded in which the more detailed provisions are agreed.
Insofar as various services are offered on the Seal the Deal platform, these are also subject to these GTC.
Seal the Deal reserves the right to make changes to the agreed services, insofar as such changes are reasonable for the user, taking the user's interests into account. Such changes will be published on the platform www.sealthedeal.at.
The user expressly agrees that correspondence (in particular the transmission of documents, reports, invoices, etc.) may also be conducted via electronic means of remote communication (fax, email, messenger, SMS, etc.).
3. Information and Obligations of the User
A user on www.sealthedeal.at undertakes to post only serious information and offers and to provide Seal the Deal with accurate and truthful information about the investment.
The user is obliged to only post information and offers that he/she is authorized to post. Fake profiles or otherwise unsuitable profiles are not permitted and can be deleted by Seal the Deal at any time.
Automated queries using scripts, bots, crawlers or similar, by bypassing the search mask, using search software or comparable measures (in particular data mining, data extraction) are not permitted. All actions that could jeopardize the functionality or integrity of the platform are prohibited.
The user is solely responsible for the content and accuracy of the data and information provided. The user undertakes not to transmit any data or communicate with other users via the platform whose content infringes the rights of third parties (in particular personal rights, rights to a name, trademark rights, copyrights, etc.) or violates existing laws.
The user indemnifies Seal the Deal against all claims asserted against Seal the Deal by third parties due to such violations, including the reimbursement of legal representation costs.
Irrespective of possible consequences under civil and criminal law for the user, non-compliance with legal regulations and contractual obligations, which also result in particular from these GTC, entitles Seal the Deal to immediately deactivate the information and offers concerned and to terminate the contract with the respective user without notice for good cause and to immediately block access to the platform.
The user must inform Seal the Deal immediately of any changes to their name, address or e-mail address, otherwise declarations are deemed to have been received if they were sent to the last known address.
4. Confidentiality
The user's rights under this contract are not transferable.
Furthermore, the user undertakes not to pass on the information technically processed by Seal the Deal to third parties (with the exception of users).
5. Rights
All rights (such as copyrights, trademark rights and other property rights) to the database work, the database and the content, data and other elements posted are held exclusively by Seal the Deal; any rights of the user to the content posted by him/her remain unaffected by this.
Copyright notices or other proprietary notices on the platform may not be changed. The user may not use the data obtained through queries, either in full, in part or in excerpts (i) to create his own database in any media form and/or (ii) for commercial data utilization and/or the provision of information and/or (iii) for any other commercial utilization.
The linking, integration or other connection of the database or individual elements of the database with other databases is not permitted.
By uploading content to the database, the user grants Seal the Deal the right to use this content free of charge and for an unlimited period of time for the types of use required for the operation of the platform as well as for uploading and making it available in the database and for retrieval by third parties, in particular to store, reproduce, make available, transmit, publish and make the content publicly accessible.
Furthermore, Seal the Deal is entitled to use the content posted in the database for the purpose of analysis, further development of the platform and product development and marketing for business purposes to the aforementioned extent, while complying with data protection regulations, and to rework the content while safeguarding the legitimate interests of the user.
6. Passing on information
The user is obliged to use the information that becomes known to him after registration on the platform as a result of the transaction only in connection with the intended specific investment. Any disclosure of information to third parties or the use of information for other purposes is prohibited. All natural or legal persons and affiliated companies directly or indirectly associated with the user are deemed to be third parties.
In particular, users are prohibited from using information obtained via the platform or via Seal the Deal for marketing purposes without the consent of Seal the Deal.
7. Sending Supplementary Information and Offers, Supplementary Distribution of Offers
Seal the Deal is entitled, but not obliged, to send users additional information or additional offers, particularly in connection with the intended investment.
Seal the Deal is entitled, but not obliged, to provide additional distribution of the posted offers free of charge for the user, including via websites, mobile apps and software applications as well as via online social media channels and print cooperations.
8. Data Storage, Data Protection, Data Access
The user is aware that their data and information provided to Seal the Deal will be stored and processed by Seal the Deal for the specific purposes arising from the business relationship. Seal the Deal will comply with the relevant statutory provisions.
Details can be found in the data protection information under Data protection.
Seal the Deal accepts no liability for any unauthorized use by the user of data accessible via the platform. Seal the Deal is also not liable for the actions or (data protection) obligations of third parties relating to the personal data publicly accessible via the platform.
If a user deletes the data record, all property-related data will be deleted.
9. Liability
Seal the Deal is fully liable according to the legal provisions for personal injury or damages under the Product Liability Act, but for other damages only to the extent that they have been caused by intentional or grossly negligent behavior on the part of Seal the Deal or its vicarious agents.
Seal the Deal does not guarantee the accuracy and completeness of the information provided and declarations made by users, nor the identity and integrity of the users. The content posted in the database is considered third-party content for Seal the Deal. The legal responsibility for this content lies with the person who posted it in the database. Seal the Deal is not obligated to check whether posted content infringes third-party rights or violates legal regulations.
Seal the Deal strives to ensure the best possible availability and usability of the database and its content. However, Seal the Deal does not guarantee the absence of technical defects, especially regarding the permanent availability of the database and its content, or the complete and error-free display of content posted by users in the database. Interruptions, especially due to necessary maintenance work, may occur.
Seal the Deal does not guarantee that the software will (flawlessly) work with the user's infrastructure. In the case of data transmissions made over the Internet using such software, Seal the Deal assumes no liability for the complete transmission of data, correct display, or timely transport.
10.Compensation
The compensation for Seal the Deal's services consists of a fixed component (retainer) and a performance-based component (success fee).
The retainer is a fixed compensation component, which Seal the Deal receives monthly as a flat fee from the user for project-related expenses as part of a separate consulting agreement (this includes services such as structuring the transaction, selecting an appropriate buyer, preparing documents such as teasers, NDAs, information memorandums, etc., and organizing the due diligence process).
This flat fee can be offset against the commission in the event of a successful completion of the transaction (sale of shares or the company).
In the event of a successful completion of the transaction (sale of shares or the company) between users (seller and buyer), Seal the Deal receives a commission (success fee) from the seller amounting to 5% (net) of the transaction sum plus applicable VAT. The decisive factor is the signing of a purchase, participation, or takeover agreement; suspensive conditions (closing conditions, etc.) are irrelevant. The commission is also due if a business of equivalent economic purpose is concluded, or if the user has passed on the opportunity for the transaction to third parties. The type of participation (“share deal,” “asset deal,” merger, transformation, etc.) is irrelevant. The term “transaction parties” (seller or buyer) is to be understood broadly from an economic perspective and includes, in particular, corporate groups, parent, subsidiary, or affiliated companies, controlled companies, or so-called Special Purpose Vehicles (SPV) of a user.
The transaction sum is understood, at Seal the Deal's discretion, to be the buyer's economic consideration (usually the gross purchase price for the shares or company) or the underlying enterprise value (EV) before adding liquid assets and before deducting liabilities. Any agreements with the buyer regarding a deferral of the purchase price or price adjustments dependent on future outcomes that reduce the transaction sum are disregarded and have no effect on the commission. It is understood that a generous economic perspective is applied in determining the transaction sum, and that the formal legal or tax-optimized acquisition structure is not decisive. Seal the Deal's claim to the commission (success fee) also expressly applies to follow-up transactions, which are concluded between the transaction parties from an economic perspective, with the aforementioned provisions applying accordingly.
The commission (success fee) is due for payment within 10 days of invoicing. Invoices are issued via email or post. In case of late payment or deferral, statutory interest will be charged.
Seal the Deal is generally entitled to act as a dual agent.
Users are obligated to keep Seal the Deal continuously informed about the status of the transaction and to notify it of the conclusion of the transaction, disclosing all commission-relevant information (in particular, the parties to the contract, execution, and transaction sum). Should users violate this obligation, the users involved in the transaction are required to pay a contractual penalty amounting to 50% of the commission to Seal the Deal, in addition to the commission, as joint and several debtors. Seal the Deal's further claims remain unaffected.
In the event of late payment, Seal the Deal reserves the right to withhold its contractual performance until the delay is resolved. The user's obligation to pay the compensation during the withholding period remains unaffected.
11. Duration and Termination
The contract between Seal the Deal and the user begins on the date of acceptance of the contract by Seal the Deal and is concluded for an indefinite period. Both parties may terminate this contract with a notice period of 3 months to the end of a calendar month. The user may terminate this contract for the first time after 6 months from the start of the contract.
The right to immediate termination for cause remains unaffected.
Terminations must be made in writing (by letter) to Seal the Deal GmbH. The address can be found in the imprint on Seal the Deal’s website.
12. Amendment of Terms and Conditions
Seal the Deal reserves the right to amend these Terms and Conditions at any time with a reasonable notice period of at least 4 weeks. The announcement will be made by notifying the user of the amended General Terms and Conditions on a durable medium (email) indicating the effective date of the changes.
The user has the right to terminate the contract in writing within this period; otherwise, the amended General Terms and Conditions are deemed accepted.
13. Final Provisions
Any side agreements, changes, or additions to this contract must be in writing to be effective. The requirement of written form can only be waived if done so in writing.
In the event of disputes arising from or in connection with this business relationship, Austrian law shall exclusively apply, excluding the UN Convention on Contracts for the International Sale of Goods and all substantive and procedural reference norms.
The exclusive jurisdiction for disputes arising from or in connection with this contract is the Commercial Court of Vienna.
Should individual provisions be or become invalid, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, the valid and enforceable provision that comes closest to the economic objective pursued by the parties with the invalid or unenforceable provision shall apply.
The same applies in the event that these Terms and Conditions prove to be incomplete.
Effective: April 2024