The Words in a Store Sale

Escrow Release

Escrow Release is the moment held funds pay out to the seller.

Letter of Intent

Letter of Intent is a short, mostly non-binding document where a buyer and seller record a proposed price, deal structure, and timeline before due diligence begins.

Asset Purchase Agreement

Asset Purchase Agreement is the binding contract of an online-store sale: it names which assets transfer, how the price pays out, what the seller promises is true, and what happens if a promise breaks.

Asset Sale

Asset Sale is the deal structure where a buyer purchases a store's assets, such as the store account, domain, ad accounts, and customer list, item by item, rather than buying the company entity that owns them.

Share Sale

Share Sale is the deal structure where a buyer takes over the seller's legal entity itself, along with its full history of contracts, taxes, and liabilities.

Holdback

Holdback is the slice of a purchase price kept in escrow after closing until agreed conditions hold, typically that revenue stays near what the seller claimed.

Earnout

Earnout is a payment made after closing, tied to the store hitting agreed revenue or profit targets under the new owner.

Seller Note

Seller Note is the promissory note a buyer signs when part of the purchase price is carried rather than paid at closing, typically 10 to 30 percent of the total, with its own rate, schedule, and default terms.

Non-Circumvention

Non-Circumvention is the promise that a buyer and seller who met through a marketplace or broker will not cut that introducer out and close the same deal directly.

Exclusivity Period

Exclusivity Period is the window a seller agrees not to shop a deal to any other buyer.

Due Diligence

Due Diligence is the buyer's process of checking a seller's claims against the store's own source data before money moves.

Closing

Closing is the point in an online-store sale where the deal legally completes: the asset purchase agreement is signed, every asset has moved, and escrow releases the price to the seller.

Reps and Warranties

Reps and Warranties is the section of a purchase agreement where the seller states specific facts are true: the financials, the assets, and that nothing material was hidden.

Indemnity

Indemnity is the seller's contractual promise to compensate the buyer if a specific promise in the purchase agreement turns out to be false.

Non-Compete

Non-Compete is the clause in a purchase agreement where the seller promises not to start or help run a competing store for a set stretch after closing.

Working Capital Peg

Working Capital Peg is a price adjustment that ties an acquisition's payment to a target level of working capital, cash plus receivables and inventory minus payables, measured at closing.

Novation

Novation is the three-way agreement that swaps one party out of a contract for another, with the remaining party's consent, so the new party owes what the old one did.

EBITDA

EBITDA is earnings before interest, taxes, depreciation, and amortization.

Add-Back

Add-Back is a cost put back onto net profit.

Net Profit

Net Profit is the bottom line on a store's own accounts.

Contribution Margin

Contribution Margin is revenue minus the variable cost of one sale: product cost, shipping, payment fees, and any ad spend that scales per order.

MRR

MRR is monthly recurring revenue.

ARR

ARR is annual recurring revenue.

TTM

TTM is trailing twelve months.

AOV

AOV is average order value.

Valuation Multiple

Valuation Multiple is the ratio between a store's price and its earnings.

Monthly Multiple

Monthly Multiple is a valuation multiple stated against one month of profit rather than a full year.

Annual Multiple

Annual Multiple is a valuation multiple stated against a full year of profit rather than one month.

Verified Multiple

Verified Multiple is Kairos's own name for the band its model prices a listing in once the store's numbers are checked against real order data.

Enterprise Value

Enterprise Value is the total value of a business, its equity plus its debt, minus its cash on hand.

Goodwill

Goodwill is the part of a sale price that is not physical assets or inventory: the brand, customer relationships, and earnings history built into the business.

Inventory at Cost

Inventory at Cost is stock valued at what it took to acquire, not at its retail price.

Churn Rate

Churn Rate is the share of customers or subscribers who cancel or stop buying within a set period, usually a month.

LTV

LTV is customer lifetime value: the total revenue or profit one customer is expected to generate over their relationship.

Quality of Earnings

Quality of Earnings is an outside check on a company's real profit, built from bank and order records instead of the numbers management wrote down.

Proof of Revenue

Proof of Revenue is the evidence that a stated income figure is real.

Profit and Loss Statement

Profit and Loss Statement is the accounting summary of what a business earned and spent over a set period, ending in the single number most people call net profit.

Order Export

Order Export is the full list of every sale a store's platform has recorded.

Chargeback Rate

Chargeback Rate is the share of a store's revenue reversed by the card networks.

Refund Rate

Refund Rate is the share of a store's revenue given back to customers.

Revenue Concentration

Revenue Concentration is how much of a store's income depends on one narrow source, whether that is a single month of sales or one paid traffic channel.

Attribution

Attribution is the method a store uses to credit a sale to a marketing channel.

Verified Badge

Verified Badge is the marker a marketplace displays once a listing clears its own trust process, though the badge does not mean the same thing everywhere.

KYC

KYC is the standard check on who someone really is before they move real money through a platform.

AML

AML is the set of rules banks and regulators use to stop dirty money from passing as clean.

Read-Only Access

Read-Only Access is a connection scope that lets an outside party look at data on another system, orders, revenue, or ad spend, without any ability to edit, delete, or move anything through it.

Screenshot Proof

Screenshot Proof is one image of a dashboard, offered as proof that a store's revenue is real.

Audit Trail

Audit Trail is a chronological record of who did what to a specific account, listing, or deal, kept so a dispute or a review can be settled by reading the record rather than by memory.

Re-Verification

Re-Verification is running a store's trust checks again after it already passed once.

Data Freshness

Data Freshness is how recently a claimed number was actually pulled from its source system, since even an honest figure can go stale between one check and the next.

Success Fee

Success Fee is the commission a marketplace or broker earns only when a sale closes.

Listing Fee

Listing Fee is a charge a marketplace collects simply to publish a business for sale, independent of whether it ever sells.

Broker Commission

Broker Commission is the fee charged for running a sale from valuation through closing, on someone's behalf.

Buyer Premium

Buyer Premium is a fee a marketplace charges for extra access, separate from any commission the seller pays on the same deal.

Escrow Fee

Escrow Fee is what a licensed third party charges to hold a buyer's funds until the deal closes, then release them.

Retainer

Retainer is an upfront fee a business broker charges before the sale process begins.

Sliding Scale Commission

Sliding Scale Commission is a success-fee structure where the rate falls as the sale price rises.

Minimum Fee

Minimum Fee is the smallest amount a marketplace or broker will accept as its success fee, charged instead of the percentage whenever that percentage falls below the floor.

Finders Fee

Finders Fee is a commission paid for introducing a buyer and a seller to each other.

Net Proceeds

Net Proceeds is what a seller actually keeps from a sale.

Business Broker

Business Broker is a professional who represents a seller through valuation, buyer outreach, negotiation, and closing, for a commission on the final price.

Brokerage

Brokerage is the practice of selling a business for a seller, start to finish.

Deal Room

Deal Room is the private workspace an accepted offer opens.

Blind Listing

Blind Listing is a for-sale listing that hides the company's name and domain.

Cash Offer

Cash Offer is a direct acquirer's bid to buy a whole store outright, for cash.

Ecommerce Aggregator

Ecommerce Aggregator is a company that buys many online stores and runs them together as one portfolio.

Off-Market Deal

Off-Market Deal is a sale that never appears on a public listing, a marketplace, or a broker's roster.

Self-Serve Lane

Self-Serve Lane is the pricing lane where a seller runs their own sale.

NDA Tier

NDA Tier is the step a buyer sits on Kairos's listing-access ladder.