Terms and Conditions
Version 1.6 (consolidated)
Last updated: May 6, 2026
These Terms and Conditions govern the use of the Upswitch platform, including (i) SaaS functionalities for indicative price estimates, automation, accounting-software integrations, workflow support for advisors and transaction tools (without tax or legal advice. See below.) and (ii) marketplace functionalities for listings and communication between sellers and buyers.
1. Identification of Upswitch
Upswitch BV Registered office: Tuinwijk ter Heide 69, 9050 Gentbrugge, Belgium Enterprise number (KBO): 1033.441.760 VAT: BE 1033.441.760 Email: hello@upswitch.app Website: upswitch.app
2. Definitions
Account: the (business) account of a User on the Platform. Terms and Conditions: these terms, including annexes and additional terms, as amended from time to time. Binding Agreement: any legally binding agreement between Seller and (prospective) buyer regarding a (potential) transaction, regardless of form (LOI, term sheet, memorandum, SPA, APA or other agreement) and regardless of conditions precedent. Services: the SaaS services and platform services offered by Upswitch, including indicative valuations, reporting and marketplace functionalities. End Client: a client of the Client or User for whom an estimate or report is prepared via the Platform. User: any natural person or legal entity that creates an Account or uses the Platform. Prospective Buyer / Buyer: any natural or legal person who expresses interest in a Listing via the Platform. Client: the company or legal entity that uses the Platform (e.g. a seller, buyer, advisor or other professional party). Listing: the sale opportunity published by a Seller with respect to a business, shares, assets or activities. Output: all estimates, ranges, multiples, scores, reports, analyses and similar results generated by the Platform. Business: the business, shares, assets or activities that are the subject of a Listing. Platform: the Upswitch web application, marketplace, dashboards, communication channels and all related services. Standard NDA: the (Upswitch-facilitated) confidentiality agreement that may be used to regulate access to confidential information. Transaction Value: the total economic value of a transaction, regardless of legal form, including cash payment at closing, deferred payments, earn-outs, vendor loans, assumption or repayment of debt, set-offs, non-cash consideration and roll-over or reinvestments. Seller: the User who activates a Listing via the Platform or offers a Business for sale. Confidential Information: all non-public information relating to a Listing, a Business or a potential transaction, regardless of form (financial, commercial, operational, technical). Fees: all fees charged by Upswitch, including subscription costs, listing fees and any success fees.
3. Applicability, formation and hierarchy
3.1 These Terms and Conditions apply to all use of the Platform and to all quotes, offers, legal relationships and agreements between Upswitch and the Client or User. 3.2 By registering, accepting, activating a Listing, entering into a subscription, or any other use of the Platform, the User accepts these Terms and Conditions fully and unconditionally. 3.3 To the extent that a specific service, module, functionality or campaign contains additional terms, these form an integral part of the agreement. 3.4 In the event of conflict between an expressly signed written document and these Terms and Conditions, the signed document prevails, solely to the extent that the deviation is express. 3.5 If any provision is void, invalid or unenforceable, the remaining provisions remain in full force. The parties replace the invalid provision with a valid provision that most closely approximates the economic purpose. 3.6 Where the Client processes personal data in the context of the Services such that Upswitch acts as processor under the GDPR, the Data Processing Agreement (DPA) applies. The current text is published on the Platform (data processing agreement page) and forms part of this agreement by reference (bundle 2026.2). By completing paid subscription checkout, the Client accepts this annex together with these Terms and Conditions.
4. Platform role and nature of services
4.1 Upswitch is a digital marketplace and software platform that provides indicative price estimates and transaction tools. Any workflow, automation or decision support for advisors or other professionals is limited to software functionality and does not constitute regulated or professional advisory services within the meaning of applicable professional or sector rules. Upswitch does not provide investment, valuation, accounting, legal or tax advice and does not act as broker, intermediary, agent, mandatary or representative in any transaction between Users. 4.2 Upswitch is not a party to agreements between Users. Any decision to investigate or close a transaction is solely the responsibility of the Users. 4.3 Upswitch does not perform due diligence, verify identity or financial information, or validate claims in Listings, unless Upswitch expressly states so in writing. 4.4 Use of the Platform does not create any fiduciary duty or advisory relationship. Users should seek independent professional advice prior to material decisions or transactions.
5. Service description
5.1 The Platform may include the following services, among others: • automated normalisation or processing of input (financial) data; • indicative valuation reports based on benchmark data and methodology; • marketplace for publishing, discovering and managing business transfers; • communication tools between sellers and buyers; • integrations with third parties (e.g. accounting packages); • export of reports (e.g. PDF). 5.2 The Services are provided 'as-is' and 'as-available'. Upswitch does not guarantee specific results and may modify, add or remove functionalities. 5.3 Integrations with accounting, ERP or similar software (including via API, OAuth synchronisation or CSV import) are provided on an 'as-is' and 'as-available' basis. Examples of source systems include Exact Online, Yuki or Silverfin; the list is not exhaustive. Synchronisation may be routed through Upswitch intermediate services (such as API gateways or microservices). Upswitch does not guarantee uninterrupted availability, completeness, accuracy, timeliness or mapping (account ↔ category) of data originating from third parties. Vendors may change or withdraw API structures, endpoints or availability. Upswitch is not liable for lost revenue, missed deadlines, delays at the accounting firm or other consequential damage resulting from outages, interruptions, errors in source data or changes to such integrations or data sources.
6. Account, access and usage rules
6.1 The User provides correct, complete and current information upon registration and keeps it up to date. 6.2 The User is responsible for keeping login credentials confidential and for all activities that take place via the Account. 6.3 Each Account is personal or organisation-bound and may not be shared outside the organisation, unless Upswitch gives written permission. 6.4 It is prohibited to use the Platform for scraping, reverse engineering, unauthorised data extraction, circumventing security, or any other misuse. 6.5 Upswitch may block, suspend or terminate Accounts in case of breach, misuse, fraud or legal obligation. 6.6 Upswitch may temporarily take the Platform offline for maintenance, updates, security or improvements. Upswitch does not guarantee uninterrupted operation.
7. Indicative estimates and Output. No valuation or advice
7.1 All Output is purely indicative and informational, generated by software based on input and benchmark data. Upswitch does not provide any statutory valuation under the Belgian Code of Companies and Associations (WVV), any IVS/USPAP conclusion of value as independent appraiser, or any audit, review, attestation, fairness opinion or quality-of-earnings service. 7.2 Output depends on the accuracy, completeness and categorisation of data provided by Users and third parties. Upswitch does not verify underlying data unless expressly agreed in writing. 7.3 Output may not serve as the sole basis for financing, tax, shareholder, reporting, dispute or transaction decisions. Users should seek independent professional advice. 7.4 The actual transaction value is determined by negotiation and, among other things, deal structure, working capital, net debt, earn-outs, warranties and due diligence outcomes. Upswitch does not guarantee any result. 7.5 Upswitch is solely a Software-as-a-Service platform and does not provide tax, legal or financial advice. Functionality relating to Belgian fiscal reference value, capital gains tax on shares or similar tax modules (including simplified rules, estimates or scenarios, such as a multiple of EBITDA. E.g. 4× EBITDA. Where offered in the software) is purely indicative and based on general assumptions. Such results are not a guarantee that any particular reference or method under the Belgian Income Tax Code 1992 (BITC/WIB) or other applicable rules is correctly or fully applied to a specific file. Tax law, administrative guidance and tax authority interpretation may change. Upswitch does not guarantee that Output is complete, exhaustive or consistent with current legislation, implementing decrees or case law. 7.6 Suggestions, calculations or automated or AI-assisted processing relating to normalisations (e.g. management fees), adjustments and deferred taxes (including temporary differences, timing differences, exit or realisation effects and scenarios around gains on assets, e.g. real estate, where provided in the software), including output from valuation engines such as Upswitch’s valuation engine, are solely tools to accelerate workflow. They do not constitute a definitive tax or accounting position and do not replace professional judgement based on the specific client file. 7.7 A User acting as accountant, bookkeeper, tax advisor or similarly accredited professional (including, where applicable, titles under IBOB, IBR, ITAA or equivalent professional status) bears full and exclusive final responsibility for reviewing, validating and where necessary adjusting all tax- and valuation-related Output, including manual corrections, firm-level adjustments and overrides (manual overrides) in the Platform, before using it towards end clients, tax authorities or other government bodies, transaction counterparties or third parties. 7.8 To the extent permitted by law, Upswitch is not liable for financial or tax damage arising from adopting Platform-, AI- or algorithm-suggested normalisations or deferred tax positions without independent review, or from failing to apply available manual overrides or firm-level corrections where the file requires it, except in case of intent or gross negligence on the part of Upswitch.
8. Listings, content and responsibilities
8.1 The Seller is fully responsible for the accuracy, completeness, timeliness and legality of all information placed or shared via the Platform. 8.2 The Seller warrants that it is entitled to place the Listing and that the provision of information does not infringe third-party rights. 8.3 Upswitch does not review the content of information provided and gives no warranties as to accuracy or completeness. 8.4 Upswitch has the right to refuse, suspend, moderate or remove Listings, including in case of (suspected) unlawful, misleading or fraudulent content. 8.5 By placing content, the User grants Upswitch a non-exclusive, worldwide, royalty-free licence to use content and data for service delivery, security, compliance, marketplace marketing and product improvement, subject to confidentiality and privacy rules. 8.6 Upswitch may indicate that a Listing has been sold or is no longer available, without publishing confidential details.
9. Marketplace rules. Prohibited content and conduct
9.1 The Platform is intended for professional parties (B2B), including sellers, buyers, search funds and advisors. 9.2 In case of (an attempt at) circumventing the Platform or evading applicable Fees, including directly approaching or continuing negotiations outside the Platform with the aim of avoiding Fees, Upswitch may, without prejudice to its right to restrict, suspend or terminate Accounts, claim a lump-sum damages of EUR 10,000 per breach, with a minimum of EUR 25,000 per transaction or file to which the circumvention relates. If the actual damage suffered is higher, Upswitch retains the right to claim higher damages upon proof. This lump-sum damages is due by operation of law and without prior notice, without prejudice to any interest and collection costs. 9.3 Prohibited conduct includes, among other things: spam, manipulation of search results, intimidation or discrimination, attempts at scraping or misuse, and circumventing the Platform with the aim of evading Fees. 9.4 Upswitch may remove Listings and suspend or terminate Accounts in case of violation, where appropriate without prior warning in case of serious breaches.
10. Confidentiality and NDA
10.1 Confidential information may be shielded on the Platform and only made accessible after an NDA flow. 10.2 The Platform may offer a Standard NDA or parties may use or upload their own NDA. 10.3 Depending on the chosen flow, the NDA is concluded (i) directly between Seller and (Prospective) Buyer, or (ii) between Upswitch and (Prospective) Buyer with Seller and/or the Business as third-party beneficiaries within the meaning of Article 5.108 of the Belgian Civil Code. In both cases, Upswitch is not a party to the negotiations or the transaction itself. 10.4 Breach of an NDA may lead to immediate withdrawal of access and, where applicable, legal action by the entitled party.
11. Third-party reliance
11.1 Output and reports are intended solely for the Client and, where applicable, the specific End Client for whom they were prepared. 11.2 Third parties may not rely on Output without prior written consent of Upswitch. 11.3 Upswitch accepts no liability towards third parties who rely on Output without consent.
12. Prices, Fees and payment
12.1 Subscriptions and other prices are stated on the Platform or in an individual quote or order form. All prices are exclusive of VAT unless otherwise stated. 12.2 Upswitch may charge a Listing Fee for activating or publishing a Listing, if and as displayed on the Platform prior to activation or agreed in writing. Unless expressly stated otherwise, a Listing Fee is non-refundable. 12.3 Upswitch may charge a success fee or other result-based fee upon a successful transaction, only if and as displayed on the Platform beforehand or agreed in writing. If no success fee applies, no success fee is due. 12.4 When a success fee applies, the Transaction Value is calculated on a gross economic basis. The Seller informs Upswitch in good time of a Binding Agreement and closing and provides reasonable information upon request for calculation and verification. 12.5 Invoices are payable within 14 calendar days, unless otherwise agreed. Upswitch may suspend access in case of late payment after reminder. 12.6 The User may not set off or suspend payments, except where mandatory law permits. 12.7 Upswitch does not offer escrow or payment services. Payments are processed by external payment service providers under their own terms. Upswitch does not hold funds of Clients.
13. Anti-circumvention and Platform integrity
13.1 It is prohibited to use the Platform with the aim of circumventing Upswitch or evading applicable Fees. 13.2 If a success fee applies, transactions during an active Listing or within 24 months after deactivation are presumed (rebuttable) to have been concluded via the Platform. This presumption can only be rebutted with convincing and verifiable evidence to the contrary. 13.3 In case of (an attempt at) circumventing the Platform or evading applicable Fees, including directly approaching or continuing negotiations outside the Platform with the aim of avoiding Fees, Upswitch may, without prejudice to its right to restrict, suspend or terminate Accounts, claim a lump-sum damages of EUR 10,000 per breach, with a minimum of EUR 25,000 per transaction or file to which the circumvention relates. If the actual damage suffered is higher, Upswitch retains the right to claim higher damages upon proof. This lump-sum damages is due by operation of law and without prior notice, without prejudice to any interest and collection costs.
14. Intellectual property
14.1 All intellectual property rights in the Platform, software, methodology, documentation and trademarks vest in Upswitch or its licensors. 14.2 The Client retains all rights to its own data and business information. The Client grants Upswitch a limited licence to process this data for the delivery and improvement of the Services. 14.3 Upswitch grants the Client a limited, non-exclusive, non-transferable right of use for the term of the agreement, solely for internal B2B purposes and in accordance with these Terms and Conditions.
15. Confidentiality
15.1 Both parties undertake to keep Confidential Information of the other party confidential and to use it only for the performance of the agreement, including financial dossier data imported via integrations, imports, or manual entry in the Platform. 15.2 This obligation does not apply to information that is publicly known, lawfully obtained from third parties, independently developed, or must be disclosed by law or regulation.
16. Disclaimer of warranties
16.1 The Platform and all Output are provided 'as-is' and 'as-available'. Upswitch gives no warranty for uninterrupted or error-free operation or for completeness or accuracy of data or Output. 16.2 All implied warranties are excluded to the fullest extent permitted by law.
17. Liability and indemnification
17.1 To the extent permitted by law, Upswitch is not liable for indirect damage, consequential damage, lost opportunities or lost profit, or for damage due to incorrect input, decisions based on Output, disruptions with third parties (including providers of accounting APIs or integrations), unavailability or changes to data sources, or force majeure, or transactions between Users. 17.2 Unless mandatory law provides otherwise, Upswitch's total liability is limited to the amount paid by the Client in the 12 months preceding the claim for the relevant Services, with an absolute maximum of EUR 10,000. This limitation does not apply in case of intent or gross negligence of Upswitch. 17.3 The Client indemnifies Upswitch, its directors, employees and service providers against all claims, demands, liabilities, damage, costs and reasonable legal fees of third parties (including the Client's end clients, including SMEs, buyers, sellers and government authorities) arising from or in connection with: • use of the Platform by the Client, its employees, agents or End Clients; • decisions, actions or transactions based on Output, including automated, AI or algorithmic results, interpretations or recommendations, and circumstances described in Section 7.8; • disputes, claims or demands between Users, including between buyers, sellers, advisors and End Clients; • claims by or proceedings from government authorities (including tax authorities) or regulators, or claims by transaction parties (including buyers and sellers), insofar as they relate to valuations, tax modules, reports or other Output; • any breach of an NDA or confidentiality obligation, whether a Standard NDA or own NDA was used; • incorrect, incomplete, misleading or unlawful data, content or statements provided or disseminated by the Client or User; • infringement of third-party rights or non-compliance with applicable law by the Client or User.
18. No regulated (financial) service
18.1 Upswitch is a software and marketplace platform and does not act as an investment firm, broker, intermediary, agent or representative in the purchase or sale of shares, assets or businesses. Upswitch does not provide investment advice, asset management, order transmission, placement or distribution of financial instruments, nor any other service for which authorisation or licence would be required under applicable regulation (including, where relevant, supervision rules on investment services and markets). Upswitch does not offer escrow or third-party funds accounts, does not receive or manage funds of Clients in the context of transactions and does not perform "placement" or "structuring" of transactions with a view to circumventing notification thresholds or legal obligations. Any payment, transfer and settlement of a transaction takes place directly between the parties concerned or via their own chosen service providers.
19. Term, cancellation and termination
19.1 The agreement applies for as long as the User has an Account or uses the Platform, or during the agreed subscription period. 19.2 Cancellation of a subscription is possible with a notice period of 30 days at the end of the current period, unless otherwise agreed. 19.3 Upswitch may terminate or suspend the agreement immediately in case of material breach, non-payment after notice, misuse of the Platform or legal obligation. 19.4 Termination does not release the Seller from payment obligations that, in accordance with the agreed Fee structure, arise from a transaction. 19.5 After termination, the Client may request an export of its own data for 90 days. Access is then closed. Account data is deleted or anonymized no later than 24 months after termination, unless mandatory law requires longer retention. Backups follow a rolling 90-day retention.
20. Amendments
20.1 Upswitch may amend these Terms and Conditions. Material amendments are announced at least 30 days in advance by email or via the Platform. 20.2 Continued use after entry into force constitutes acceptance. In case of material amendments, the Client may terminate the agreement as of the effective date of the amendment.
21. Evidence and electronic communication
21.1 Electronic communication may count as written. 21.2 Administration, log files and electronic records of Upswitch count as evidence, subject to proof to the contrary.
22. Applicable law and competent court
22.1 Belgian law applies. 22.2 Disputes are submitted exclusively to the competent courts of the judicial district of Ghent, subject to mandatory law.
23. Contact
For questions about these terms: hello@upswitch.app https://upswitch.app/en/terms-and-conditions