Service Agreement
Effective: version 2
This Service Agreement ("Agreement") governs use of brokerage services on the Digitaalinen Yrityskauppa (DIYK) platform. It takes effect when accepted during registration or a separate acceptance step.
The Terms of Service supplement this Agreement for general platform use.
1. Parties and subject matter
Agent: Talvea Oy, Business ID 2639415-9, Pakkahuoneenkatu 12 B 19, 90100 Oulu ("Talvea")
Client: Registered user acting as buyer, seller, or other role representative
The Client appoints Talvea to provide a digital brokerage platform for marketing, connecting, and supporting SME business acquisition processes on DIYK.
2. Scope of services
Brokerage includes company/buyer profiles, interest mediation with anonymity stages, deal workflow tools (NDA, offer, LOI, due diligence, SPA phases), and per-deal data rooms.
Not included: negotiating on behalf of parties, signing representation, escrow, purchase price payment intermediation, or guarantees of closing or buyer financing. Purchase price settlement is confirmed in the Platform; Talvea does not hold funds.
3. Commission and pricing
| Item | Value |
|---|---|
| Success fee | 0.5% of final deal price |
| Split fee | 0.25% from buyer and 0.25% from seller |
| VAT on commission | 25.5% (Finnish VAT) |
| Payment method | Bank transfer per Talvea invoice |
Commission is calculated on the final consideration (share or business sale price). Transfer tax (1.6%) is excluded and not collected by Talvea. Payer is agreed at deal start: BUYER, SELLER, or SPLIT.
4. When commission is due
Commission becomes payable when the deal is signed and purchase price paid between parties and marked closed in the Platform (CLOSED / closing phase completed). Commission is due even if not all Platform tools were used.
Anti-circumvention: If parties connected via DIYK (e.g. accepted interest or active deal) and complete the transaction off-platform without justified reason within 12 months of first contact via the Platform, the Client must still pay commission. Talvea may request evidence of completion.
5. Term and termination
Agreement is open-ended from registration/acceptance. Either party may terminate in writing via diyk-admin@diyk.fi. Termination does not release commission obligations for connections initiated before termination (survival clause). Talvea may terminate immediately for breach.
6. Obligations
Client: accurate information; no platform circumvention; cooperation on invoicing; prompt notice if a deal completes.
Talvea: reasonable professional service; confidentiality; no competing brokerage in the same deal for another party.
7. Confidentiality and NDA
Platform NDA phase and data room do not replace parties' own NDAs unless separately executed. Talvea processes documents only as technical provider.
8. Limitation of liability
Talvea is not liable for fraud, hidden defects, failed deals, or third-party defaults. Talvea is not a party to the transaction. Liability is limited as in the Terms of Service except for wilful misconduct or gross negligence.
9. Governing law and disputes
Finnish law. Disputes: negotiation first, then Helsinki District Court. Contact: diyk-admin@diyk.fi