Terms of Service

Version 2.0 · Effective from 5 October 2026 · Replaces version 1.0 of 11 September 2026

These Terms of Service govern the Seastone acquisition partnership. Seastone is a trading name of Advetica Marketing, a sole proprietorship (Einzelunternehmen) of Richard Besier, Weinfeldstraße 36, 65187 Wiesbaden, Germany ("Seastone", "we", "us"). Contact: hello@seastonehq.com.

Important notice. Seastone provides research, buyer preparation, reputation management, business sourcing and introduction services. Seastone is not a registered broker-dealer, licensed business broker, M&A advisor or intermediary, investment adviser, lender, loan broker, attorney, accountant or tax adviser, and does not act in any of these capacities. We do not value businesses, negotiate or structure transactions, or represent you or any seller. Our fees are never contingent on whether a transaction takes place. Once you are in discussion with a business owner, all further steps are handled by you and your own licensed advisors.

1. The agreement

1.1 The agreement between you and Seastone (the "Agreement") consists of these Terms, the Order and the Privacy Policy. Where a data processing agreement is required under Section 18, it also forms part of the Agreement.

1.2 The Order prevails over these Terms only where it expressly states that it overrides a specific provision. Your own terms and conditions do not apply, even if we do not object to them.

1.3 You accept the Agreement by clicking "Subscribe" or a similar button, by signing an Order, or by submitting the onboarding form, whichever happens first.

1.4 The person accepting the Agreement confirms that they are authorised to bind the Client.

2. Business clients only

2.1 Seastone contracts only with clients acting for business purposes, and does not contract with consumers.

2.2 By accepting the Agreement, you confirm that you are entering into it to prepare for, search for, acquire or operate a business. This applies whether you act as an individual, through a company or holding entity, or on behalf of investors.

2.3 An individual who has not yet formed an acquisition vehicle may become a Client. In that case, the individual is the Client until the Agreement is assigned under Section 26.3.

3. Definitions

4. The services

4.1 Seastone helps you prepare for and search for an acquisition. Depending on your plan and the stage of your campaign, the services may include:

1. Onboarding ("Where You Stand"): a structured onboarding form. We reuse the information you provide throughout the services.
2. Buyer Profile: a shareable profile of your background, motivation, relevant experience and acquisition focus.
3. Readiness Report: a private assessment of your realistic price range, minimum business size, SBA financing fit, readiness, potential deal blockers, and gaps to close before making offers.
4. Market Map: an overview of businesses in your target market, and an estimate of how many show indications that their owners are preparing for an ownership transition.
5. First Targets Preview: a selection of Targets screened against your Search Criteria, with Target Profiles reviewed with you on a call.
6. 90-Day Plan: a proposed plan for your search, setting out planned activities, responsibilities and timing.
7. SBA Preparation Package: Prepared Documents, including SBA Form 413 and borrower forms, a lender-format résumé, and introductions to lenders offering SBA-backed acquisition loans (Sections 9 and 13).
8. Buyer Credibility Kit: Buyer Materials, including a buyer one-pager, a letter to owners, a personal one-page website, LinkedIn suggestions, and sending accounts in your name (Section 11.3).
9. Deal Team Introductions: introductions to M&A attorneys, accountants, quality-of-earnings firms and other Service Providers (Section 13).
10. Off-Market Deal Flow: ongoing identification of new Targets, typically weekly, screened against your Search Criteria.
11. Owner Outreach in Your Name: Outreach using approved copy, handling replies, arranging Introductions with interested Owners, and a short brief on the Target before each meeting (Section 11).
12. Regular Check-ins: calls every two weeks during setup and monthly thereafter, to review results and refine your Search Criteria.

4.2 The Order and our onboarding materials describe the scope, cadence and timing of each service. Descriptions in marketing materials, including our campaign process overview, are summaries. Where they differ from these Terms or the Order, these Terms and the Order prevail. Timelines we communicate, including references to a "90-day campaign", describe a typical process and are not guaranteed.

4.3 We may improve, change or replace the methods, tools, data sources and third-party providers we use, provided the overall nature of the services is not materially reduced.

4.4 We may use subcontractors and automated tools, including AI systems, to perform the services. We remain responsible for their performance under the Agreement.

5. Nature of the services

5.1 No brokerage or intermediary services. Seastone is not a broker-dealer, business broker, M&A advisor or intermediary, finder, investment adviser, lender or loan broker. We do not:

• value businesses or advise on price, terms or deal structure;
• negotiate on your behalf or on behalf of any Owner;
• represent you or any Owner, or act as agent for either party;
• handle, hold or transfer funds for any transaction;
• submit loan applications or other documents on your behalf.

5.2 No contingent fees. Our Fees do not depend on whether you acquire a business, obtain financing, or on the size or terms of any transaction. We do not accept compensation from Owners for introducing them to you.

5.3 No professional advice. Nothing we provide is legal, tax, accounting, financial, lending or investment advice. This includes the Readiness Report, capacity estimates, financing observations, Target Profiles and check-in discussions. These are general information to support your own decisions. Before acting, you should consult your own licensed advisors and lender.

5.4 No representation that a business is for sale. Indications that an Owner may be preparing for an ownership transition are inferences from public information. We do not represent that any Target is for sale, that any Owner will respond or sell, or that any transaction will be available on particular terms.

5.4a Meaning of "off-market" and "pre-exit". When we describe a Target as "off-market" or "pre-exit", we mean that, to our knowledge, it was not publicly listed for sale when we identified it. It does not mean that the Target is exclusive to you or unknown to other buyers.

5.5 Our role ends at the Introduction. After an Introduction, you and your advisors are solely responsible for all further steps. These include confidentiality agreements, information requests, valuation, offers and letters of intent, negotiation, due diligence, financing, documentation and closing. On request, we may continue to provide factual information from public sources about a Target. We do not take part in the transaction.

6. Free trial

6.1 Start and length. Your free trial starts when you click "Subscribe" and add a valid payment method. It lasts 14 days (the "Trial Period").

6.2 What the trial includes. During the Trial Period, we typically provide:

• Onboarding and a kickoff call;
• your Buyer Profile and Readiness Report;
• a Market Map for one set of Search Criteria;
• a First Targets Preview, reviewed with you on a call;
• your 90-Day Plan.

The SBA Preparation Package, Buyer Credibility Kit, Deal Team Introductions, ongoing Off-Market Deal Flow, Owner Outreach and Regular Check-ins start with the paid partnership.

6.3 No charge if you cancel. If you cancel before the end of the Trial Period, you will not be charged. To cancel, email hello@seastonehq.com. Cancellation during the Trial Period takes effect immediately, and the notice period in Section 16.2 does not apply.

6.4 Automatic conversion. If you do not cancel, the Trial Period converts automatically into the paid partnership on day 15. Your payment method is charged the first monthly Fee on that day.

6.5 Eligibility. Each Client, individual and affiliated group may use one free trial. We may decline a trial request, or end a trial early, at our discretion, for example where the eligibility requirements in the onboarding form are not met.

6.6 Trial deliverables. You may keep and use your Buyer Profile and Readiness Report for your own purposes. Market Map and Target information provided during the trial is licensed under Section 10.

7. Paid partnership

7.1 The paid partnership starts on the day after the Trial Period ends, or on the date stated in the Order if you subscribe without a trial.

7.2 The paid partnership runs month to month, with no minimum term. It continues until cancelled under Section 16.

8. Your responsibilities

8.1 You will provide complete and accurate Onboarding Information, and tell us promptly if it changes.

8.2 You will review and approve Search Criteria, Buyer Materials and outreach copy within a reasonable time. Delays in your input or approvals may delay the services, and do not reduce the Fees.

8.3 You remain solely responsible for your acquisition decisions, including whether to contact, pursue, make an offer for or acquire any business, and on what terms.

9. Prepared Documents and financing

9.1 We prepare Prepared Documents solely from your Onboarding Information. We do not verify that information.

9.2 You must review every Prepared Document before signing or submitting it. You are solely responsible for its accuracy and completeness. You submit Prepared Documents to lenders yourself.

9.3 Financing decisions are made by lenders alone. We do not guarantee eligibility for any loan programme, including SBA programmes, nor approval, amount or terms. Programme rules can change at any time.

10. Target information and licence

10.1 Target information is compiled from public records, third-party data sources and our own models. It may include estimates, inferences and fields marked as unknown. We do not warrant that it is accurate, complete or current. It does not replace your own due diligence.

10.2 We grant you a non-exclusive, non-transferable licence to use the Market Map, Target Profiles and other Target information for your own acquisition search. You may share it with your own advisors, lenders and investors, provided they keep it confidential.

10.3 You may not resell, publish or distribute Target information, share it with other buyers, or use it to build a database or to train or evaluate AI models offered to third parties.

10.4 The licence continues after the Agreement ends for Targets delivered to you while it was in force, on the same conditions.

11. Outreach in your name

11.1 Authorisation. We send Outreach only after you authorise it in writing, for example through the onboarding form. You authorise us to contact Owners in your name using copy and a sender identity you have approved.

11.2 Your approval and accuracy. You confirm that everything in approved copy and your sender identity is true and not misleading, including your background, experience, financing and intentions. You also confirm that Outreach does not breach any obligation you owe to a third party, such as a current employer's confidentiality, non-solicitation or non-compete obligations.

11.3 Sending accounts. We set up and warm up dedicated sending domains and mailboxes for your campaign. Warm-up typically takes two to three weeks before Outreach starts. When the Agreement ends, we transfer the domains to you on request, at your cost.

11.4 Compliance. We operate Outreach in line with applicable email and marketing laws, including honouring opt-out requests promptly. We do not send Outreach to anyone who has opted out.

11.5 Calls with Owners. Where we speak with an Owner, we limit the conversation to confirming interest, describing you as a buyer in line with approved copy, and arranging an Introduction. We do not discuss price, valuation or terms.

11.6 No guaranteed results. We do not guarantee deliverability, reply rates, the number of Introductions or meetings, or any Owner's interest in selling.

12. After an Introduction

12.1 Section 5.5 applies to every Introduction.

12.2 You will not describe Seastone to any Owner, Service Provider or other person as your advisor, broker, agent or representative.

13. Service Providers

13.1 Introductions to Service Providers are a courtesy. They are not an endorsement, recommendation or guarantee of any service, financing or outcome.

13.2 You contract with Service Providers directly and at your own discretion. We are not responsible for their services.

13.3 We do not receive referral fees or other compensation from Service Providers for introducing you.

14. Acceptable use

You will not use the services or any information we provide to:

• break any law, or harass, mislead or defraud any Owner or other person;
• make claims about yourself, your financing or your intentions that are untrue;
• contact Owners who have opted out, or contact Owners through channels or in ways that break applicable law;
• build a competing product or database, or share Target information with other buyers;
• attempt to reverse-engineer our methods, models or systems.

15. Fees and billing

15.1 The Fees are a fixed monthly amount stated in the Order. There are no setup fees unless the Order states otherwise.

15.2 Fees are payable monthly in advance, starting on the first day of the paid partnership. You authorise us and our payment provider to charge your payment method automatically each month until the Agreement ends.

15.3 Fees exclude VAT and other taxes, which are charged where required by law.

15.4 If a payment fails or is late, we may suspend the services after giving you notice and a reasonable opportunity to pay. Interest on late payments accrues at the statutory rate under § 288 of the German Civil Code (BGB).

15.5 You may not withhold or offset Fees because of the outcome of any search, Introduction or transaction.

15.6 We may change the Fees with at least 30 days' written notice. If you do not accept the change, you may cancel before it takes effect.

15.7 Costs of third parties you engage, such as Service Providers, lenders and filing fees, are your responsibility. The cost of transferring sending domains to you is also yours.

16. Term, cancellation and termination

16.1 The Agreement starts when you accept it under Section 1.3 and continues until cancelled or terminated.

16.2 After the Trial Period, either party may cancel the Agreement by giving 7 days' written notice by email. Fees remain payable during the notice period, and the services continue during it.

16.3 Stopping a payment, disputing a charge or cancelling a payment subscription does not count as notice of cancellation.

16.4 Either party may terminate the Agreement with immediate effect by written notice if the other party materially breaches it and does not cure the breach within 14 days of being asked to. We may also terminate immediately if:

• Fees remain unpaid for more than 30 days;
• you breach Section 11.2 or Section 14;
• continuing the services would expose us to legal or regulatory risk.

16.5 When the Agreement ends:

• Outreach stops, and access to any portal ends;
• sending domains are transferred to you on request under Section 11.3;
• Fees already paid are not refunded, except where required by law or where we terminate without cause;
• Sections 5, 10, 14 and 17 to 26 continue to apply.

17. Confidentiality

17.1 Each party will keep the other's confidential information confidential. It will use that information only to perform or receive the services.

17.2 Your Onboarding Information is confidential, including your financial information, identity and acquisition plans. We will not disclose it to Owners, Service Providers or other third parties without your consent. The exceptions are our subcontractors bound by confidentiality, and disclosures required by law.

17.3 Our methods, Search Criteria logic, models and non-public Target information are our confidential information.

17.4 These obligations continue for three years after the Agreement ends. Trade secrets remain protected for as long as they remain trade secrets.

18. Data protection

18.1 We process personal data as described in our Privacy Policy, in line with applicable data protection law.

18.2 We process your personal data, including financial information in the Onboarding Information, to perform the Agreement.

18.3 To the extent we process personal data of Owners or other individuals on your behalf when sending Outreach, we act as your processor. The parties will conclude a data processing agreement before Outreach begins, where required by law.

19. Intellectual property

19.1 Seastone owns all rights in its platform, engine, models, methods, templates, outreach frameworks and other materials we use to provide the services. The Agreement does not transfer any of these to you.

19.2 You keep all rights in your Onboarding Information.

19.3 Once the Fees for the relevant period are paid, you receive a perpetual, royalty-free licence to use, adapt and publish your Buyer Profile, Readiness Report, Buyer Materials and Prepared Documents for your own purposes. This licence continues after the Agreement ends.

19.4 We may use anonymised and aggregated data from the services to improve our services, provided it does not identify you.

20. No guaranteed outcomes

20.1 We perform the services with reasonable skill and care.

20.2 We do not guarantee any particular result. In particular, we do not guarantee that you will:

• find, be introduced to or acquire any business;
• obtain financing;
• receive a particular number of Targets, replies or Introductions;
• complete an acquisition within any timeframe, including 90 days.

Marketing statements about timelines describe typical outcomes and are not commitments.

21. Liability

21.1 We are liable without limitation for:

• damage caused intentionally or through gross negligence;
• injury to life, body or health;
• liability under any guarantee we have expressly given;
• liability that cannot be limited under mandatory law, including the German Product Liability Act.

21.2 For slight negligence, we are liable only for breach of an essential contractual obligation. An essential obligation is one whose fulfilment makes proper performance of the Agreement possible in the first place, and on which you may regularly rely. In that case, our liability is limited to the typical, foreseeable damage.

21.3 Subject to Section 21.1, our total liability under Section 21.2 is limited to the Fees you paid in the 12 months before the event giving rise to the claim. We are also not liable under Section 21.2 for lost profits, lost opportunities or failed transactions.

21.4 Sections 21.1 to 21.3 also apply to the personal liability of our employees, subcontractors and agents.

22. Indemnity

You will indemnify Seastone against third-party claims, and reasonable costs of defence, to the extent they arise from:

• inaccurate Onboarding Information or approved copy;
• your breach of Section 11.2 or Section 14;
• your breach of obligations you owe to third parties, such as an employer;
• your dealings with any Owner or Service Provider after an Introduction.

23. Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control. These include loss of access to public data sources or third-party providers, changes in law and platform outages. If such an event materially affects the services for more than 30 days, either party may cancel without notice.

24. Changes to these Terms

We may change these Terms with at least 30 days' notice by email. If a change materially disadvantages you, you may object before it takes effect and cancel the Agreement without the notice period in Section 16.2. If you do not object, the change applies from its effective date. We will remind you of this consequence in the notice.

25. Governing law and jurisdiction

25.1 The Agreement is governed by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

25.2 The courts of Wiesbaden, Germany, have exclusive jurisdiction to the extent legally permissible. We may also bring proceedings at your place of business or residence.

26. General

26.1 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces any earlier agreement on it.

26.2 Severability. If any provision is invalid, the rest remains in effect.

26.3 Assignment. You may assign the Agreement to an entity you control that you form to acquire or hold a business, by notifying us in writing. Otherwise, neither party may assign it without the other's consent. Consent may not be unreasonably withheld.

26.4 Notices. Notices must be in writing. Email counts as writing. Our address for notices is hello@seastonehq.com.

26.5 Language. These Terms are written in English. If they are translated, the English version prevails.