Terms of Service

1. Acceptance of these Terms

These Terms of Service ("Terms") form a binding contract between you ("you", "User") and BizBuy ("BizBuy", "Platform", "we", "us"). By creating an account, ticking the consent box at registration, or otherwise using the Platform, you confirm you have read, understood, and agreed to these Terms and to our Privacy Policy. If you do not agree, do not use the Platform.

Acceptance binds you in full, including the Success Fee, protection- period and anti-circumvention provisions below, which apply from the moment of registration regardless of whether you ever purchase a paid plan or feature.

To keep an accurate record of what was agreed, we log your acceptance of these Terms and each in-platform signature or offer acceptance — including the date, time, the version you agreed to, and your IP address — as evidence of the agreement (see the Privacy Policy).

2. What BizBuy is — and is not

BizBuy is a neutral online marketplace and intermediation service that connects buyers and sellers of operating businesses in the GCC, and hosts a public directory of independent agents and brokers. BizBuy facilitates the introduction of, and communication between, potential counterparties, and earns a Success Fee for that intermediation as set out in §9.

BizBuy does not act as a principal in any Transaction, is not a party to any deal made between Users, does not represent any party, and does not hold, receive, or transmit the consideration paid in any Transaction. Nothing on the Platform constitutes legal, financial, investment, tax, valuation, or M&A advice. Any opinions, rankings, scores, or AI-generated summaries are informational only. You must conduct your own due diligence and engage your own qualified professional advisors. BizBuy does not guarantee the completion, success, price, or profitability of any Transaction.

3. Definitions

In these Terms, the following capitalised terms have these meanings:

• "Target" — a company, business, entity, or set of assets that is the subject of analysis, negotiation, or a Transaction between Users.
• "Transaction" — any operation, or set of related operations, by which a Seller transfers, directly or indirectly, the ownership or control of the shares, quotas, assets, productive units, business, subsidiaries, or lines of activity of a Target to a Buyer or to any third party designated by the Buyer; or any capital increase, merger, demerger, contribution, joint venture, investment, or strategic co-operation agreement having an economic effect equivalent to a sale. This includes, without limitation: share or asset deals (whole or partial); capital increases or reductions with entry or exit of partners; mergers, demergers, or global transfers of assets and liabilities; indirect transfers (through any holding, instrumental, or ultimate parent entity that controls the Target); transfers of a branch of activity or productive unit; and any analogous legal transaction that, directly or indirectly, produces an economic result equivalent to acquiring or transferring control of, or a substantial value in, the Target.
• "Transaction Value" — the total consideration paid or payable in connection with a Transaction, used to calculate the Success Fee. For an acquisition of shares, quotas, or assets, it equals the Enterprise Value, including without limitation: the cash price paid at closing; the value of any securities issued as consideration; the total debt, liabilities, or commitments assumed or discharged by the Buyer (excluding ordinary- course trade payables); any deferred or contingent payments (including earn-outs) and payments tied to future milestones; and any other payment made by the Buyer to the Seller in connection with the Transaction. For a capital increase or equivalent (e.g. convertible debt), the Transaction Value is the post-money valuation of the Target. The Transaction Value is not reduced by post-closing adjustments, price reductions, warranty or indemnity claims; the higher value agreed by the parties at closing prevails.
• "Registered Contact" — any documented communication or interaction between Users made through the Platform or as a direct consequence of its use, that evidences a commercial or professional relationship between them.
• "Project" — the set of actions, communications, document exchanges, and Registered Contacts relating to a specific Target, carried out through the Platform or as a direct consequence of its use.
• "Last Interaction" — the latest of the following, for a given Project: (i) the last message, communication, or Registered Contact between Users regarding a Target or Transaction; (ii) the last document exchange (including confidentiality agreements, letters of intent, term sheets, or binding offers) relating to it; (iii) the last request for information or documentation regarding it; or (iv) any other documented act evidencing continuation of the analysis or negotiation, even after a paid plan has been cancelled.
• "Success Fee" — the intermediation fee earned by BizBuy when a Transaction is perfected between Users who came into contact through the Platform, as set out in §9.
• "Advisor" — a User who uses the Platform to offer professional advisory, representation, or intermediation services to Buyers or Sellers in connection with possible Transactions.
• "Seller" / "Buyer" — a User who uses the Platform, respectively, to transfer, or to identify and acquire, a Target.

4. Eligibility

You may use the Platform only if all of the following are true:

• You are at least 18 years old and have legal capacity to enter into binding contracts.
• You are not located in, ordinarily resident in, or acting on behalf of any person located in a country subject to UAE, UN, EU, UK, or US sanctions.
• You are not listed on any UAE, UN, EU, UK, OFAC, or other applicable sanctions or terrorism list.
• Your use of the Platform does not violate the laws of your country of residence or any law applicable to you.

If you are acting on behalf of an entity, you warrant that you have authority to bind that entity to these Terms.

5. Account, KYC, and identity verification

Certain features (submitting an offer, requesting due-diligence documents, creating listings, signing engagements) require successful identity verification ("KYC"). KYC requires you to upload a government-issued ID (passport and/or national ID) and confirm additional profile information. By submitting KYC documents, you:

• Represent that the documents are genuine, current, and belong to you.
• Consent to the automated extraction of identity fields by our third-party AI provider (Google LLC, via Google Cloud / Vertex AI Gemini API), as described in our Privacy Policy.
• Consent to the cross-border transfer of those documents and extracted fields to that provider for the purpose of KYC, under UAE PDPL Art. 22(2).

You are responsible for keeping your account credentials confidential and for all activity that occurs under your account. Notify us immediately at security@bizbuy.ae of any suspected unauthorised access.

We may suspend or close any account where the User fails KYC, provides false or misleading information, appears on a sanctions list, or fails any AML check, with or without notice and without liability.

6. Listings — seller responsibilities

If you publish a business listing, you warrant that the information in your listing is true, accurate, complete, and not misleading to the best of your knowledge at the time of publication, and that you have authority to offer the business for sale.

You acknowledge that the Platform may auto-verify uploaded documents (e.g. trade licence, P&L) using AI tooling, may request manual re-verification, may downgrade visibility of unverified listings, and may remove any listing that violates these Terms, applicable law, or our content rules — at our sole discretion and without liability to you.

You grant BizBuy a non-exclusive, royalty-free, worldwide licence to host, display, reproduce, translate, and distribute your listing content on the Platform for the purpose of operating the marketplace. This licence ends when you delete the listing, except for archival copies retained for legal, AML, or back-up purposes.

7. Buyer responsibilities, due diligence, and confidentiality

The Platform is not a substitute for due diligence. Any decision to contact a seller, make an offer, sign a non-binding offer, sign an exclusivity agreement, or complete an acquisition is yours alone. You must independently verify all material facts (legal status, financials, liabilities, employees, lease terms, etc.) and engage qualified counsel and a qualified accountant.

7.1 Confidentiality of other Users' information

Information another User discloses to you through the Platform that is not publicly listed — including financial statements, due-diligence documents, the identity of a business or its owner, deal terms, and the contents of your conversations — is disclosed to you solely to evaluate a possible Transaction of your own. In addition to any confidentiality agreement (NDA) you sign, you agree, as an obligation owed directly to BizBuy under these Terms, that you will not use such information for any other purpose, and will not disclose, forward, publish, or otherwise make it available to any third party — including by entering it into third-party tools or AI services not bound by equivalent confidentiality — other than to your own professional advisers who are bound by an equivalent duty of confidence.

You are solely liable for any unauthorised use or disclosure of another User's confidential information by you or by anyone who obtained it through you. BizBuy is a neutral intermediary: it does not review, control, or assume responsibility for what Users do with information disclosed between them, and any claim arising from such a disclosure lies against the User who made it, not against BizBuy. Your indemnification obligations under §19 expressly cover claims arising from your breach of this §7.1.

8. Prohibited conduct

You must not, and must not allow anyone to:

• Use the Platform for any illegal, fraudulent, or harmful purpose, including money laundering or terrorist financing.
• Impersonate any person, misrepresent your affiliation, or upload identity documents that are not your own.
• Post false, defamatory, infringing, obscene, hateful, or threatening content.
• Scrape, crawl, harvest, or otherwise extract data from the Platform without our prior written consent or an authorised interface we provide.
• Reverse-engineer, decompile, or attempt to extract source code from the Platform.
• Interfere with, overload, probe, or disrupt the Platform's infrastructure.
• Act to circumvent BizBuy's intermediation or the Success Fee, as further described in §10.

We may investigate any suspected violation, cooperate with authorities, and suspend or close any account in our sole discretion. We may also retain records of suspected violations for AML and fraud-prevention purposes.

9. Success Fee — how BizBuy is paid for intermediation

When a Transaction is perfected between Users who came into contact through the Platform, BizBuy earns a Success Fee for its intermediation. All amounts below are stated exclusive of VAT and any other applicable taxes, which are additional and payable by the User. Unless a different rate is expressly agreed in writing when a plan is contracted:

9.1 Seller Success Fee

A Seller who executes a Transaction with a Buyer contacted through the Platform shall pay BizBuy a Success Fee of two and a half per cent (2.5%) of the Transaction Value, subject to a minimum of AED 20,000 (plus VAT) regardless of the Transaction Value.

9.2 Buyer Success Fee

The Buyer Success Fee is currently zero per cent (0%). BizBuy reserves the right to introduce a Buyer Success Fee of up to one per cent (1%) of the Transaction Value (subject to the same AED 20,000 minimum) on not less than thirty (30) days' prior notice, applicable to Transactions perfected after the effective date of that notice.

9.3 Advisor fee

An Advisor shall pay BizBuy fifteen per cent (15%) of the total amount actually received by the Advisor, in whatever form or concept, in connection with a Transaction arising from a Registered Contact. This applies whether the Advisor represents a Buyer or a Seller, and applies equally where an Advisor registers a Target on the Platform, whether or not there is a prior advisory contract. Where any third party participates in the Advisor's services, the base for the 15% is the total amount received by the Advisor and those third parties together, and the Advisor remains solely responsible to BizBuy for the full amount regardless of internal arrangements.

9.4 Basis, accrual, and payment

• The Success Fee is calculated on the full Transaction Value, including all direct and indirect consideration, whether in cash or in kind.
• The Success Fee accrues and becomes due and payable in full at the moment the Transaction is perfected — meaning the signing of the binding agreement between the parties — even if its execution or payment occurs later, and even for staged or deferred-payment Transactions.
• The Seller's Success Fee may be settled by the Buyer directly out of the closing proceeds — that is, the Buyer pays 2.5% of the Transaction Value to BizBuy and the balance to the Seller — in which case it comes out of the Seller's proceeds at no additional cost to the Buyer, and is paid in full and upfront at closing even if the Seller's consideration is deferred or paid in instalments. The NBO and SPA generated through the Platform include this settlement instruction as a required term.
• Payment shall be made by bank transfer within seven (7) calendar days of the date of signing or perfection of the Transaction.
• BizBuy may change the applicable percentages on not less than thirty (30) days' prior notice, effective for Transactions perfected after that date. In the event of non-payment or delay, default interest applies under §16.3.

10. Protection period, disclosure, and anti-circumvention

10.1 Protection period

BizBuy's right to the Success Fee arises for any Transaction derived, directly or indirectly, from a Registered Contact, provided that the Transaction is signed within two (2) years of the Last Interaction on the related Project — even if the Transaction is executed wholly or partly outside the Platform, and even if the User has cancelled a paid plan, closed the account, or stopped using the Platform during that period. Platform activity records evidence the Registered Contact and the Last Interaction.

10.2 Duty to disclose

Each User must keep BizBuy informed of any Transaction, agreement, or commercial relationship formalised at any time with a counterparty first known or contacted through the Platform, and must notify BizBuy within five (5) business days of signing, providing the key economic terms. This obligation survives for two (2) years from the Last Interaction, regardless of account status.

10.3 Anti-circumvention

Users must not take any action or omission intended to avoid BizBuy's intermediation or the Success Fee, including without limitation: (a) contacting or dealing directly with a counterparty outside the Platform after having been introduced to, or having interacted with, that counterparty through the Platform; or (b) altering the structure of the operation, the identity of the parties, or the allocation of consideration in order to reduce, avoid, or defer the Success Fee. This obligation remains in force for two (2) years from the Last Interaction, regardless of the reason for cancellation or closure of the account.

In the event of a breach of §10.3, BizBuy may claim the full Success Fee that would have been due plus a surcharge of thirty per cent (30%) of that Success Fee as a penalty, without prejudice to any additional damages. (The enforceability and quantum of this penalty are subject to applicable law and, onshore, may be adjusted by a court under UAE Civil Code Art. 390.)

11. Platform fees, payments, and refunds

Listing the basics of a business is free. Paid features (featured listings, KYC tokens, premium agent profiles, valuation and due- diligence services, and any subscription plans, etc.) are charged at the price displayed at the time of purchase, in the currency shown, exclusive of VAT. These platform fees are separate from, and in addition to, the Success Fee under §9. Unless required by applicable law, all paid services are non-refundable once activated. Where law requires a right of withdrawal, we will honour the minimum statutory period.

Recurring subscription plans renew automatically until cancelled in accordance with these Terms; cancellation of a subscription does not extinguish any Success Fee obligation or the protection period under §10. We may change prices at any time; changes take effect for new purchases and do not affect already-activated subscriptions until renewal.

12. Intellectual property

The Platform's software, design, brand, logos, and content (other than User content) are owned by BizBuy or its licensors and are protected by intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Platform for its intended purpose. No other rights are granted.

13. AI-generated content

The Platform uses AI to extract fields from KYC documents and from uploaded business documents, and to generate listing summaries, rankings, and recommendations. AI outputs may be incorrect, incomplete, or misleading. You must not rely on any AI output as the sole basis for any commercial decision. We make no warranty as to the accuracy of any AI-generated output and disclaim all liability arising from such reliance.

14. Third-party services and agents

The Platform integrates with third-party services (payments, email, analytics, AI providers) and hosts profiles of independent agents and brokers. We do not control those third parties and are not responsible for their acts, omissions, content, services, or terms. Any engagement you enter with an agent is a contract between you and that agent; BizBuy is not a party to it. This does not affect the Advisor's separate obligation to pay BizBuy the fee under §9.3, which is owed to BizBuy directly.

15. Termination

You may close your account at any time from the dashboard or by emailing support@bizbuy.ae. We may suspend or terminate your account, with or without notice, where you breach these Terms, fail KYC or AML checks, expose us to legal risk, or where we cease to offer the Platform.

Cancellation of a subscription, closure of your account, or termination of these Terms does not release you from any obligation already accrued, including in particular the Success Fee, the duty to disclose, and the two-year protection period and anti-circumvention obligations under §10. Sections that by their nature should survive termination (including §§9, 10, disclaimers, limitation of liability, indemnification, intellectual property, and dispute resolution) survive termination of these Terms.

16. Economic terms — billing and default

16.1 Taxes

All fees and the Success Fee are exclusive of VAT and any other indirect taxes, which are additional and payable by the User.

16.2 Billing of subscriptions

Recurring subscription amounts are charged automatically to the payment method you designate, at the start of each billing period. You authorise BizBuy to make those recurring charges until you cancel in accordance with these Terms. If a charge is declined, we may suspend access until payment is regularised.

16.3 Late payment and default

Delay in paying any accrued amount (including the Success Fee) entitles BizBuy to suspend the account and to charge default interest at the applicable statutory rate. In the event of non-payment, the User bears the reasonable costs of collection, including legal fees.

17. Disclaimers

The Platform is provided "as is" and "as available", without any warranty of any kind, whether express, implied, statutory, or otherwise, to the maximum extent permitted by applicable law. We do not warrant that the Platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components. We do not warrant that any listing, agent profile, valuation, ranking, or AI-generated output is accurate, current, or complete. We do not guarantee any deal outcome, any buyer or seller response, or any specific commercial result.

18. Limitation of liability

To the maximum extent permitted by applicable law, in no event shall BizBuy, its officers, employees, agents, or affiliates be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost revenue, lost data, business interruption, loss of goodwill, or the cost of substitute services, even if advised of the possibility of such damages.

BizBuy's aggregate liability arising out of or related to these Terms or your use of the Platform shall not exceed the greater of (a) the total amount of platform fees you paid to BizBuy in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred United Arab Emirates Dirhams (AED 100). This limit does not cap your obligation to pay any Success Fee owed to BizBuy.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (such as liability for death, personal injury caused by negligence, or fraud).

19. Indemnification

You agree to indemnify, defend, and hold harmless BizBuy and its officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform; (b) your content, listings, or messages; (c) your breach of these Terms — including, without limitation, any unauthorised use or disclosure of another User's confidential information in breach of §7.1 or of any confidentiality agreement signed through the Platform; (d) your violation of any applicable law; or (e) your violation of any third-party right.

20. Force majeure

We are not liable for any failure or delay in performing our obligations under these Terms caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, internet or telecommunications failure, power outage, or third-party service provider failure.

21. Governing law and dispute resolution

21.1 Governing law

These Terms are governed by the federal laws of the United Arab Emirates as applied in the Emirate of Dubai, without regard to conflict-of-laws principles. Where BizBuy is registered in the Dubai International Financial Centre (DIFC), the laws of the DIFC shall apply instead.

21.2 Dispute resolution

Any dispute, controversy, or claim arising out of or relating to these Terms — including any claim for the Success Fee — shall first be the subject of good-faith negotiation between the parties. If the dispute is not resolved within thirty (30) days, it shall be referred to and finally resolved by:

• the DIFC Courts (where BizBuy is registered in DIFC), which shall have exclusive jurisdiction; or
• arbitration administered by the Dubai International Arbitration Centre (DIAC) under its rules in effect at the time of filing, with a sole arbitrator, seated in Dubai, conducted in English.

You agree that any claim shall be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

22. Changes to these Terms

We may modify these Terms at any time. Material changes will be notified to you by email or in-app notice at least fourteen (14) days before they take effect. Your continued use of the Platform after the effective date constitutes acceptance of the updated Terms. If you do not accept, you must stop using the Platform. Changes do not affect Success Fee rights already accrued or a protection period already running.

23. Miscellaneous

• Entire agreement. These Terms and the Privacy Policy form the entire agreement between you and BizBuy.
• Severability. If any provision is held unenforceable, the rest remains in effect.
• No waiver. Our failure to enforce any right is not a waiver of that right.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, sale, or restructuring.
• Language. If a translated version of these Terms conflicts with the English version, the English version prevails, except where applicable law requires otherwise.
• Notices. Notices to you may be sent to the email on your account. Notices to us must be sent to legal@bizbuy.ae.