WasalaMarketplace.com Terms of Service

WasalaMarketplace.com (the "Service") is an online B2B marketplace where users can list companies and businesses of all kinds — including startups and MVP-stage products or services — for sale, and submit offers to buy such businesses. The Service is operated and owned by Wasala Oy ("Wasala", "we", the "Company").

Wasala acts solely as a provider of the technical platform and a means of contact between users. Wasala is not a buyer, seller, agent, guarantor, broker, licensor or any other party in transactions or other contractual relationships between users.

Use of the Service requires registration and the provision of accurate, up-to-date information. The user is responsible for the confidentiality of their credentials, passwords and any activity carried out through their account. Wasala is not liable for unauthorized use of an account unless caused by the Company's intentional misconduct or gross negligence.

The seller is solely responsible for the content of any listing they publish, including but not limited to the business description, financial figures, technology, intellectual property rights, customer data, obligations, tax matters and any other business-related statements.

Wasala may review listings before publication, but such review does not constitute legal, technical, financial or any other form of due diligence. Wasala does not guarantee the accuracy, completeness, timeliness or legality of any listing.

WasalaMarketplace.com and its owner Wasala Oy shall under no circumstances be liable in any way for the operation, technology, rights, obligations, legality, value, revenue potential, tax consequences or any other aspects of the items being traded.

Users understand and agree that all risks related to a transaction — including but not limited to due diligence risks, technology risks, legal risks, financial risks and the risk of the transaction not completing — rest solely with the contracting parties.

Wasala does not warrant that the Service will be uninterrupted, error-free or secure under all circumstances. The Service is provided on an "as is" and "as available" basis.

Only the contracting parties are responsible, between themselves, for executing a transaction and for its consequences. The buyer and the seller independently negotiate and agree on the terms of the transaction, including payments, delivery, transfer of ownership, licenses, warranties, indemnities and any other matter related to the deal.

Users are responsible for carrying out all necessary due diligence before entering into a transaction. Wasala does not take part in the negotiation or execution of transactions and does not resolve disputes between users.

The Service uses a Stripe-hosted escrow model to secure transactions. The buyer pays the full deal amount by card to a Stripe account operated by Wasala Oy, where the funds are held until the buyer has confirmed receipt of the IPR, source code, domain and other agreed assets from the seller.

In relation to payments Wasala Oy acts as the seller's commercial agent (kauppa-agentti) for the sole purpose of receiving the purchase price on the seller's behalf and forwarding the net amount (purchase price minus the platform commission) to the seller. Payment of the purchase price to Wasala Oy discharges the buyer's payment obligation to the seller.

Payment processing is provided by Stripe Payments Europe, Ltd. Payouts to sellers are made through Stripe Connect Express, which requires the seller to complete Stripe's onboarding (identity verification and bank account details). Wasala Oy is not a licensed payment institution and does not provide payment services within the meaning of the Finnish Payment Institutions Act; the escrow model relies on the commercial agent exemption under EU PSD2.

KYC: Sellers are required to complete Stripe's Know Your Customer (KYC) process, including identity verification and bank account details, as part of Stripe Connect Express onboarding before any payout can be made. Buyers are not required to complete platform KYC; they pay the deal amount by card through Stripe's checkout flow.

If the transaction is cancelled before IPR/asset transfer is confirmed, the buyer or seller may request cancellation and Wasala Oy will refund the escrowed amount to the buyer via Stripe. Once the buyer has confirmed IPR/asset receipt, funds are released to the seller and are no longer refundable through the platform.

All amounts on the Service — including listing fees, commissions and deal prices — are stated and settled in euros (EUR / €) unless otherwise explicitly agreed between the buyer and the seller.

The seller pays a listing fee to Wasala Oy for each published listing, and a platform commission of 5% of the purchase price for every completed transaction. The commission is deducted automatically from the escrow amount before payout. All fees are stated on the Service's subscription page. Card processing and Stripe Connect payout fees charged by Stripe are separate and are borne by Wasala Oy (buyer side) and the seller (payout side) respectively.

Detailed listing information — including financial figures, metrics, asset lists, the seller's identity and any material disclosed in messages, documents or due diligence — is disclosed to the user in confidence. Before such information is made visible, the user must accept these confidentiality and non-circumvention terms on the listing page. Each acceptance is recorded with a timestamp and the accepting user account.

The user undertakes not to disclose confidential information to any third party, not to use it for any purpose other than evaluating the specific transaction, and to destroy or return it on request. This obligation remains in force for three (3) years from the date of acceptance.

The platform commission is 5% of the purchase price and is payable to Wasala Oy on any transaction where the parties were introduced to each other through the Service — irrespective of where, when or in what legal form the transaction is finally concluded.

An introduction is deemed to have taken place through the Service when a user has, in relation to a listing, accepted the confidentiality terms, sent or received a message, submitted or received an offer, or otherwise obtained the counterparty's identity or confidential information through the Service. This obligation applies for twenty-four (24) months from the last such contact.

During that period the parties undertake not to circumvent the Service by, for example, concluding the transaction directly or through a related party, an intermediary, a group company, a founder, a shareholder, an affiliate or a newly established company, in order to avoid the commission.

The transaction is intended to be completed using the Service's escrow flow, in which the commission is settled automatically. If the transaction is nevertheless concluded outside the escrow flow, the seller must report the transaction to Wasala Oy within fourteen (14) days of signing and pay the 5% commission against an invoice within fourteen (14) days of its date. The commission rate remains 5% in all cases; it is neither increased nor reduced depending on the payment route.

If a party breaches this section, Wasala Oy is entitled to the unpaid commission and, in addition, to a contractual penalty of one million euros (€1,000,000) for breach of the non-circumvention obligation, together with statutory late-payment interest and reasonable costs of collection and legal advice. Wasala Oy may also request a copy of the purchase agreement, or other reasonable evidence of the transaction price, in order to verify the commission.

The seller must keep the status of their listing up to date and, when the listing ends, report through the Service whether the business was sold via the platform, sold outside the platform, withdrawn, or not sold. If the counterparty was introduced through the Service, the report must state the purchase price and the closing date, and the commission under section 9 becomes payable.

Wasala Oy may suspend a user's access to the Service and refuse future listings if outcome reports are neglected or are found to be inaccurate.

Wasala may modify the Service, its features, prices and these terms at its discretion. Wasala may also restrict or terminate a user's access to the Service if the user breaches these terms, the law or the rights of other users.

These terms are governed by Finnish law.

Disputes shall be resolved primarily by negotiation, and secondarily settled finally by arbitration under the Arbitration Rules of the Finland Chamber of Commerce.

• (a) The arbitral tribunal consists of one member.
• (b) The seat of arbitration is Helsinki, Finland.
• (c) The language of the arbitration is English.

If you have questions about these terms, please use the contact form below or email us at hello@wasalamarketplace.com.