Terms of Service

The platform at kairosexchange.com (the "Platform") is operated by ZENOX MARKETING MANAGEMENT - FZCO, a free-zone company registered in the United Arab Emirates, with its registered address at Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates. Kairos Exchange is a venture of ZenoX.

These terms, together with the documents they reference (the Privacy Policy, Cookie Policy, Refunds and Deposits Policy, Acceptable Use Policy, and, for buyers, the Buyer NDA), form the agreement between you and Kairos for your use of the Platform. Where you buy a specific paid service (Kairos Verified, a due diligence report, full-service brokerage), the order or engagement terms for that service apply in addition and prevail for that service if they conflict with these terms.

"Listing" means a store offered for sale on the Platform. "Seller" means the account offering it; "Buyer" means an account exploring or making an offer to acquire it. "Deal" means the process that starts when a Seller accepts a Buyer's offer. "Success Fee" means the fee described in section 8, owed only when a Deal closes. "Deposit" means the offer deposit described in section 9. "Escrow Provider" means the licensed third-party escrow service (currently Escrow.com) through which every Deal settles. "Introduced through the Platform" means, for a given Buyer and a given Seller or their store, that the Platform is where that Buyer first identified, was matched with, or first made contact with that Seller or store.

You represent and warrant that you use the Platform in the course of a trade, business, craft, or profession, and not for personal, family, or household purposes. Buying or selling an operating ecommerce business is inherently commercial activity, and the Platform is offered on that basis only.

We price, design, and operate the Platform in reliance on this representation. If it is false, you will indemnify Kairos against any loss, cost, or claim that results from you having in fact acted as a consumer, to the extent the law of your habitual residence permits.

If, despite this section, a court or authority treats you as a consumer under mandatory law that applies to you, nothing in these terms takes away any protection of that law that you cannot waive by contract (see also section 26).

You must be at least 18 years old and have full legal capacity to enter binding contracts. If you act for a company, you confirm you are authorised to bind it, and "you" in these terms includes that company.

Your registration details must be true, current, and complete, and you must keep them that way. One person or entity, one account, unless we agree otherwise in writing.

You are responsible for keeping your credentials confidential and for all activity under your account. Tell us immediately at info@kairosexchange.com if you suspect unauthorised access. We are not liable for loss caused by someone using your account with credentials you failed to protect.

Self-serve listing is open in most places. Full-service brokerage is offered only for listings priced at EUR 100,000 or more, and only in the states and countries where we currently operate it - it is geo-gated at launch in certain US states and EU countries until local licensing is cleared. We may decline any listing or account where providing the service would breach a law that applies to us.

Kairos runs two lanes. Self-serve: the Platform provides the listing infrastructure, data verification, buyer matching, deal room, document templates, and settlement through the Escrow Provider, and the Seller runs their own sale. Full-service: for listings priced at EUR 100,000 or more, Kairos can additionally be engaged, under a separate written engagement, to actively manage the sale process.

Self-serve is available at every price. Full-service is offered and recommended at EUR 100,000 and above but never required - a seller can always run self-serve instead. Full-service is never available below EUR 100,000.

In the self-serve lane, Kairos operates as an introduction and information service only. Kairos does not negotiate price or deal terms on any party's behalf, does not advise on the value or financial advisability of any transaction, does not conduct due diligence for a party beyond the verification data displayed on a listing or separately purchased under section 10, and does not receive, hold, or transmit any funds or securities exchanged between Buyer and Seller at any point. All Deal funds settle directly between the parties through the Escrow Provider.

Kairos is not a party to any transaction between users. Kairos is not a business broker, broker-dealer, investment adviser, financial adviser, law firm, tax adviser, or accounting firm, and is not registered as any of these in any jurisdiction. Nothing on the Platform, in a listing, in a verification memo, or in any communication from Kairos is legal, tax, financial, investment, or valuation advice. You are solely responsible for obtaining your own independent professional advice before entering any transaction.

Every Deal on the Platform is structured as a sale of business assets. The Platform is not for the offer or sale of shares, securities, or investment products.

Where a Seller separately engages Kairos for full-service brokerage under section 5, the scope of that engagement is defined in its own written agreement. This section continues to describe everything outside that engagement.

Where a listing carries verified data, that means Kairos compared the numbers the Seller reported against data pulled through a read-only connection to the store's own systems (for example Shopify order history) as of a stated date, and flagged what did not add up. The verification memo on a listing states what was checked, against which connected source, and when. Anything not stated as checked was not checked - expenses, supplier terms, and anything outside the connected sources are the Seller's own statements unless the memo says otherwise.

Verification is a point-in-time check of past data. It is not a warranty or guarantee of any listing's accuracy beyond the stated checks, of a store's future performance, or of the outcome of any Deal. A business that performed well historically can still decline. Verification does not replace your own due diligence, and you agree you will not treat it as doing so.

Kairos may re-verify a listing at any time. If a listing's live data drifts materially from what buyers were shown, we may flag, pause, or delist it (see section 12).

Listing is free, and the automated Data Verified checks are free on every listing (Kairos Verified, the paid human tier, is section 10). Kairos earns a Success Fee only when a Deal closes, at the rates published on the pricing page when the Deal is created: in the self-serve lane, 5% of the final sale price with a minimum of EUR 500; in the full-service lane, 12% of the first EUR 500,000 of the sale price and 9% of the portion above it, with a minimum of EUR 10,000.

The fee schedule that applies to your Deal is fixed when the Seller accepts the offer, and a later change to published rates never changes a Deal already in progress. The Success Fee is deducted from the sale proceeds by the Escrow Provider at disbursement, before the Seller is paid. If a Deal never closes, no Success Fee is owed.

The Escrow Provider charges its own fee for the escrow service, which is separate from the Success Fee and shown before a Deal is created. Buyer and Seller split this fee equally, 50/50, on both the self-serve and full-service lanes. Kairos does not carry it.

We may change the published fee schedule for future deals. A change never applies to a Deal already created, and we will announce any increase at least 30 days before it takes effect.

Where VAT or a similar tax applies to a Kairos fee, it is charged as the law requires. For business customers established outside the UAE, our fees are generally subject to the reverse-charge mechanism in the customer's own jurisdiction where applicable, and invoices state this.

When a Buyer submits an offer, Kairos's payment provider places an authorisation hold of EUR 250 on the Buyer's payment method. This is a hold, not a charge: no money moves unless and until a Deal closes.

What happens to the Deposit, in every case: (a) you withdraw your offer - the hold is released in full; (b) the Seller declines your offer - released in full; (c) the Seller accepts a different offer - released in full; (d) the listing is delisted or expires before a decision - released in full; (e) a Deal is created and later cancelled by either side, for any reason, before closing - released in full; (f) the Deal closes - the EUR 250 is captured and credited against what you pay for the business.

The Deposit exists to keep offers serious. It is never a fee, and Kairos keeps no part of it in any branch above. A buyer whose proof of funds we have not yet verified can have at most 3 offer deposits outstanding at once.

Card authorisation holds are subject to the card network's own rules; if a hold lapses under those rules before a Deal closes, we may ask you to re-authorise it, and the branches above apply to the re-authorised hold the same way.

Kairos Verified is an optional paid service for listings priced at EUR 100,000 or more: a person conducts due diligence on the store by hand, and if the store passes, the listing carries the Kairos Verified badge for 90 days before a re-check is required. It is invoiced before the work starts: EUR 2,500 for listings up to EUR 500,000, EUR 5,000 up to EUR 2,000,000, and quoted individually above that. If the store sells on the Platform, the amount paid is credited in full against the Seller's Success Fee - a seller who sells pays nothing extra net. It is not refundable if the store does not sell, and not refundable if we complete the work and decline the badge: the work is the product, whatever it finds.

A Buyer may separately purchase a due diligence report on a listing at the same price bands. A buyer-paid report is never credited against anything and is not refundable - a report that talks you out of a bad deal is the product working. A buyer report is not available on a listing that already carries the Kairos Verified badge, so nobody pays twice for the same work.

Both services report what a diligent review of the available data found as of the report date. They supplement, and do not replace, your own independent investigation and your own professional advisors, and they carry no warranty of the store's future performance.

Every Deal settles through the Escrow Provider. The Buyer funds the full sale price into escrow with the Escrow Provider directly; funds are released to the Seller when the release conditions published on the Platform's escrow page are met, with the Success Fee deducted at disbursement. Kairos never receives, holds, transmits, or lends Deal funds, has no signatory or custodial access to them, and there is deliberately no mechanism on the Platform by which it could.

Responsibility is split accordingly. The Escrow Provider is responsible for the custody, safekeeping, and disbursement of funds under its own terms of service, which the Buyer and Seller accept directly with it. Kairos is responsible for the Platform: the marketplace, verification, the deal room, and the milestone process. Kairos is not liable for acts or omissions of the Escrow Provider in holding or disbursing funds, and the Escrow Provider is not responsible for the Platform.

The escrow inspection period and the exact release conditions are shown inside the deal room before escrow is opened. Release requires the Buyer's confirmation that the critical assets have been handed over; only the Buyer's confirmation releases the funds.

A Seller warrants that everything they submit about their business is true, complete in all material respects, and not misleading, and that the data connections they link are the store's real systems. A Seller must keep listing information current and tell us about any material change while the listing is live.

If a listing's live connected data drifts materially from what buyers were shown, the listing is flagged for re-review and may be paused. A confirmed material misrepresentation gets the listing delisted and the Seller banned, and the Seller is responsible to buyers for their own statements. We publish our rejection count, not just our wins.

Buyers owe honesty too: proof-of-funds information must be genuine, and offers must be made in good faith with the intent and ability to complete.

The Acceptable Use Policy at /acceptable-use is part of these terms. In short: no fake or misleading data, no smuggling contact details past the deal flow to dodge fees, no misusing confidential listing data, no harvesting or scraping, no illegal stores, no interfering with the Platform. Breach of it is breach of these terms.

Access to a listing's private information (real brand name, exact financials, the verification memo) requires the Buyer to first accept the Buyer NDA, which applies across every listing on the Platform. Kairos records who accepted which version, when, and from where, and may use that record in enforcement. The NDA is a confidentiality agreement between you and Kairos for the benefit of sellers; it is not a data processing agreement, and a Buyer who receives listing information is independently responsible for handling any personal data in it lawfully.

Sellers owe confidentiality in the other direction: information a Seller learns about a Buyer through the Platform (identity, funds status, offer terms) may be used only to evaluate and complete a Deal.

If a Buyer and a Seller (or their store) were Introduced through the Platform, then for 24 months from the introduction, any acquisition of that store or substantially its assets by that Buyer or anyone acting with or for them - directly or indirectly, in whole or in part, on or off the Platform - must be completed through the Platform, and the Success Fee applies to it. This obligation is limited to the specific Seller, Buyer, and store introduced: it does not restrict your general business or your dealings with anyone you did not meet through Kairos.

If such a transaction is completed off the Platform within the window, the parties to it are jointly and severally liable to Kairos for liquidated damages equal to the Success Fee that would have applied to the transaction value at the lane rate in force when the Deal would have been created. The parties agree this amount is a genuine and reasonable pre-estimate of the fee Kairos would have earned, and protects Kairos's legitimate interest in being paid for introductions it actually made - it is not a penalty. If a court nonetheless holds the liquidated amount unenforceable, Kairos may recover its actual damages instead.

Kairos may also suspend the accounts involved and seek injunctive or equitable relief to stop ongoing circumvention, in addition to (not instead of) the amounts above. Structuring a transaction to disguise it - a different buying entity, an asset-by-asset transfer, a delayed closing just outside the window agreed in bad faith - does not take it outside this section.

Browse results are ordered by publication date, newest first, by default. Buyers can re-sort by criteria such as price or multiple, and the buyer's chosen sort always determines the order. Where two listings are equal under the active sort, the more-verified listing ranks first. No listing can pay for a better position, and Kairos's own commercial relationships with a seller (such as Kairos Verified) never override the sort - the badge affects tie-breaks only through the verification tier it reflects, which any listing can reach on merit.

You may close your account at any time. Closing it does not end obligations that by nature continue: fees already owed, confidentiality, the non-circumvention obligation for introductions already made, and sections 21 to 27.

Kairos may restrict, suspend, or terminate an account or listing for breach of these terms, for legal or regulatory reasons, or on discontinuation of a service. Where the user is a business seller relying on the Platform, we give at least 30 days' notice and a written statement of reasons before termination takes effect, except where we are required by law to act sooner, where there is fraud or a risk of imminent harm to other users, or where the breach is repeated after warning. For restrictions short of termination we provide the statement of reasons no later than when the restriction takes effect.

A suspension pending investigation of suspected fraud or misrepresentation is not a termination; we complete such investigations promptly.

Complaints go to info@kairosexchange.com. We acknowledge promptly, a person (not an automated system) reviews the complaint, and we answer with reasons. This channel is free.

For business users of the Platform in the European Union, Kairos is willing to engage in mediation with independent mediators to resolve disputes that the complaints process could not. The mediators we work with are named on request; mediation is voluntary for both sides and does not limit either side's right to go to court under section 26.

If ZenoX, Kairos, or any person connected to either intends to acquire an interest in a listed store, the Seller is informed of that interest in writing before any offer from that party is considered, and may decline to deal with them without any effect on their listing. Verification and re-verification standards are applied identically to every listing regardless of any commercial relationship with Kairos.

The Platform, its software, design, brand, and content created by Kairos (including verification memos) are owned by Kairos or its licensors. We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Platform under these terms. You may not copy, scrape, reverse-engineer, or build a competing dataset from it.

Content you submit (listing details, media, messages) stays yours. You grant Kairos a worldwide, non-exclusive, royalty-free licence to host, process, display, and distribute it as needed to operate the Platform, including showing gated details to NDA-bound buyers, and you warrant you have the rights to grant it. Verification memos are Kairos's work and may be shown only through the Platform's gates.

Personal data is handled as described in the Privacy Policy at /privacy, which also names every processor we use and every retention period we apply. The Cookie Policy at /cookies covers the one cookie the Platform sets.

Except as expressly stated in these terms, the Platform and all services are provided "as is" and "as available", and Kairos disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent the law allows. We do not warrant that the Platform will be uninterrupted or error-free, that any listing will sell, that any offer will succeed, or that any Deal will close.

Listing content originates from Sellers. Kairos's own commitment is the one defined in section 7: the stated checks, against the stated sources, as of the stated dates. Everything beyond that is the Seller's statement, not ours.

Nothing in this section limits liability that cannot be limited by law, including for fraud.

To the maximum extent permitted by law: Kairos is not liable for indirect or consequential loss, loss of profit, loss of business, loss of goodwill, or loss of data; and Kairos's total aggregate liability for all claims arising out of or connected with the Platform in any 12-month period is limited to the greater of (a) the total fees you actually paid Kairos in the 12 months before the first claim arose and (b) EUR 100.

Kairos is not liable for the conduct, statements, solvency, or performance of any Buyer or Seller, for the underlying business sold in any Deal, or for funds held or disbursed by the Escrow Provider. Your recourse for the transaction itself is against your counterparty under the purchase agreement you sign with them.

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that applicable law does not allow to be excluded or limited.

You will indemnify and hold Kairos harmless from third-party claims, and the reasonable costs of defending them, to the extent arising from: your breach of these terms or the Buyer NDA; your listing content or the accuracy of your business data; your misrepresentation of acting as a business (section 3); a transaction between you and another user; or your violation of law in using the Platform. We will notify you of any such claim and may participate in the defence with our own counsel.

We may update these terms as the Platform evolves. For material changes we give at least 30 days' notice to your account email before the new version takes effect, stating what changed, and you will be asked to accept the new version at your next sign-in; for changes required by law or that purely favour users, the notice period may be shorter. The effective date and version are always shown at the top of this page, and earlier versions are available on request.

If you do not accept a new version, you may close your account before it takes effect; continuing to use the Platform after the effective date, after notice and a fresh acceptance prompt, constitutes acceptance. A change never applies retroactively to a Deal already created.

Before starting formal proceedings, the party with the dispute gives the other written notice describing it, and both engage in good faith for 30 days to resolve it. Court proceedings may be started before the 30 days end only to seek urgent injunctive relief or to preserve a limitation period.

These terms and any dispute arising out of or connected with them are governed by the laws of the Dubai International Financial Centre (DIFC), United Arab Emirates. The DIFC Courts have non-exclusive jurisdiction: either party may bring proceedings there, and Kairos may also bring proceedings against you in any court of competent jurisdiction where you are established or hold assets.

To the extent permitted by the law that applies to you: disputes are brought individually, not as a claimant or member of a class, collective, or representative action; and any claim against Kairos must be started within one year of the date you knew or reasonably should have known of the facts giving rise to it.

If mandatory law of your habitual residence gives you protections that cannot be waived by contract - including, if you are a consumer despite section 3, the right to sue and be sued in your own courts under your own law - nothing in this section takes those away.

If any provision of these terms is held invalid or unenforceable, it is enforced to the maximum extent permitted and the rest stays in force. A failure to enforce a provision is not a waiver of it. You may not assign these terms without our written consent; we may assign them to an affiliate or in a merger, acquisition, or asset sale, with notice to you. Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. These terms and the documents referenced in section 1 are the entire agreement between you and Kairos about the Platform and supersede prior discussions. Notices to you go to your account email; notices to Kairos go to info@kairosexchange.com.

ZENOX MARKETING MANAGEMENT - FZCO, trading as Kairos Exchange. Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates. Contact: info@kairosexchange.com. Company details: /imprint.