1. Scope
1.1 Deutsche Unternehmerbörse DUB.de GmbH (“DUB”) establishes contact between owners of businesses or business shares, or their representatives/advisors (“Sellers”), and potential acquirers/investors, or their representatives/advisors (“Prospects/Buyers”).
1.2 Deutsche Unternehmerbörse DUB.de GmbH operates an online platform (“Platform”) under the name DUB, on which Sellers and Prospects/Buyers (together “Users”) can access information they themselves provide regarding projects relating to the acquisition of businesses or business shares (“Projects”) and thereby get in contact with one another.
1.2.1 The DUB Platform additionally offers various related services, which are likewise subject to these Terms and Conditions, unless something separate is agreed.
1.3 The contact brokered by DUB via the Platform may be used by Sellers and Prospects/Buyers to conclude business acquisitions, financings or investments (“Transaction”) with one another. The Transaction involves the payment of a sum of money or other monetary benefit of an ascertainable amount by the Prospect/Buyer to the owner of businesses or business shares who is willing to sell.
1.4 These General Terms and Conditions (“Terms”) govern all contractual relationships in connection with the use of the Platform. General terms and conditions of the Sellers and Prospects/Buyers do not become part of the contract even if DUB does not expressly object to their inclusion.
1.5 DUB’s offering is not directed at consumers. Consumers are persons who enter into a legal transaction for purposes that are predominantly attributable neither to their commercial nor to their independent professional activity.
2. Conclusion of Contract
2.1 As part of using the Platform, the Seller or Prospect/Buyer, as a “User”, makes DUB an offer to conclude a contract on the basis of these Terms by completing registration on the Platform. The contract is formed only through a separate express declaration of acceptance in text form, activation of the account, or the carrying out of a contact brokerage by DUB.
2.2 The User has no claim to registration or conclusion of a contract vis-à-vis DUB.
3. Description of Services
3.1 On the basis of the available information regarding potential Transaction interest, DUB proposes to Sellers or Prospects/Buyers via the Platform, for informational purposes, that they make contact with potentially suitable parties in the complementary role (Seller or Prospect/Buyer). In this respect, on the basis of these Terms, DUB acts as an introductory broker (Nachweismakler) in a dual function for Sellers and/or Prospects/Buyers, who hereby consent to this.
3.2 DUB establishes the initial contact between Sellers and Prospects/Buyers on the Platform. In doing so, DUB assumes no further advisory or other role in the possible contract negotiations between Sellers and Prospects/Buyers.
3.3 The conduct of negotiations and Transactions is the sole matter of the respective Sellers and Prospects/Buyers. DUB assumes no guarantee for the conclusion of Transactions or for the performance of the contracts concluded through brokerage by DUB, nor any liability for defects in quality or title of the objects of the Transaction. DUB is under no obligation to ensure the performance of the contracts concluded between Sellers and Prospects/Buyers. DUB cannot assume any warranty for the true identity and the power of disposal of the Sellers or Prospects/Buyers. In case of doubt, Sellers or Prospects/Buyers are required to inform themselves in a suitable manner about the true identity and the power of disposal of the contractual partner.
3.4 For establishing the initial contact, DUB receives a success fee from the Prospect/Buyer in the event that the Transaction between Seller and Prospect/Buyer is concluded, in accordance with Section 5.
4. Use of the Platform
4.1 In addition to general use of the Platform, DUB offers Prospects/Buyers a paid use. For paying Prospects/Buyers as “Subscribers”, after the initial contact has been established for a successfully concluded Transaction via the Platform, the obligation to pay a minimum fee ceases to apply, and the remuneration is in any case an amount equal to a share of the Transaction Volume (even if this is lower than the minimum fee). Subscribers’ data is verified by DUB on the basis of the information available to DUB, subject to the provision in Section 3.3, and on the Platform Subscribers are shown with a verification badge in order to confirm the verification by DUB to the Sellers. The monthly cost for using the Platform as a Subscriber depends on the duration of the desired use and is shown in the Platform’s price list. The price list in the version applicable at the time of booking applies. The costs (where applicable plus the respectively applicable value-added tax) are payable in advance for the entire desired duration of use within 15 days of booking; thereafter the Subscriber is in default of payment even without a reminder.
4.1.1 Insofar as the User books additional, paid packages for media services and/or extra services (“Additional Services”) via the Platform, the costs incurred for these are debited monthly. The booked Additional Service is automatically extended by the originally agreed booking period if it is not terminated with one month’s notice to the end of the respective current period of use. The automatic extension takes effect without separate renewed consent of the User.
4.2 The Platform is in principle publicly accessible, and Projects may also be viewed by internet users who are not themselves registered as Prospects/Buyers. However, a contact brokerage to the Seller requires registration as a Prospect/Buyer. Sellers can determine whether the Projects they post are shown only to registered Prospects/Buyers or only to Subscribers.
4.3 When a Prospect/Buyer expresses interest in a Project via the Platform, their information is shared for making contact with the Seller. The Seller can then decide on acceptance or rejection of the contact. Upon acceptance, information of the Seller is also shared for making contact with the Prospect/Buyer. Upon rejection, no information of the Seller is shared for making contact with the Prospect/Buyer. Insofar as the Seller, on the basis of the information provided via the Platform, makes contact with the Prospect/Buyer, this is deemed to be brokerage of the initial contact by DUB, irrespective of the Seller’s choice regarding acceptance or rejection of the sharing of their contact information with the Prospect/Buyer.
4.4 The usage contract relating to the Platform as a User is concluded for an indefinite period and may be terminated at any time by the User or DUB with effect from the end of the month. For Subscribers, the paid usage contract is concluded for the chosen duration of use via the corresponding functions of the Platform and, where applicable, extended; it may be terminated at any time with effect from the end of the respective current period of use. Irrespective of the contract duration relating to the use of the Platform as a User or Subscriber, the provisions on the success fee under Section 5 apply insofar as the initial contact for a successfully concluded Transaction was established via the Platform.
4.5 Upon registration for the Platform, the User must state their correct company data and a contact person and, where applicable, update this information.
5. Success Fee Payable by the Prospect/Buyer
5.1 In the event of a successfully concluded Transaction between Seller and Prospect/Buyer whose initial contact in relation to that Transaction came about as a result of contact establishment by DUB, the Prospect/Buyer pays DUB a success fee.
5.2 Insofar as the establishment of contact took place via the Platform, the Prospect/Buyer pays DUB a success fee amounting to a share of the Transaction Volume. Insofar as the Prospect/Buyer is not a Subscriber, a minimum fee is in any case payable. The owed share of the Transaction Volume as well as the minimum fee that may apply are shown in the Platform’s price list. The price list in the version applicable at the time contact is established applies.
5.3 Insofar as a valid framework fee agreement exists between the Prospect/Buyer and DUB or its owner, DEALCIRCLE GMBH, the conditions contained in the framework agreement take precedence over the conditions on the Platform.
5.4 “Transaction Volume” means the inflow of money to the shareholder of the sold business(es), which is consideration for the transfer of the object of purchase to the Prospect/Buyer, regardless of whether this comprises, for example, the purchase of the shares, the repayment or assumption of shareholder loans or of capital accounts, or the purchase of assets such as machinery or real estate, plus the pro rata net financial liabilities existing on the transfer date, as well as any mandatory capital increases, granting of shareholder loans or contributions in kind by the Prospect/Buyer. The Transaction Volume also includes any earn-out payment that may arise as well as any vendor loans that may be granted by the Seller. The Prospect/Buyer is entitled to set off any subsequent reductions of the Transaction Volume against the earn-out payment, but not against the enterprise value at the time of the transfer of the shareholding.
5.5 The success fee is understood — insofar as required by law — plus the respectively applicable value-added tax.
5.6 For clarification, the Prospect/Buyer owes the success fee also where a natural or legal person who is in a close and lasting legal or personal connection with the Prospect/Buyer (e.g. an enterprise affiliated with them pursuant to Section 15 AktG, an enterprise in which they hold a participation, or an investor represented by them or a co-investor approached by them) carries out the Transaction instead of, or together with, the Prospect/Buyer.
5.7 The Prospect/Buyer owes the success fee also where the Transaction comes about only after the end of the contractual relationship with DUB, but as a result of the original contact brokerage by DUB.
5.8 The success fee payable by the Prospect/Buyer falls due at the time of the transfer of the business shares or the material assets of the business from the Seller to the Prospect/Buyer (“Transfer of the Shareholding”). In every other case of a financing, the success fee falls due upon conclusion of the contract regarding the financing. Any subsequent reduction of the purchase price leaves DUB’s remuneration claim unaffected.
5.9 The time of the Transfer of the Shareholding is (i) in the case of the acquisition of shares (Aktien), the time of completion of the share transfer agreement, (ii) in the case of the acquisition of GmbH business shares, the time of completion of the business-share transfer agreement, (iii) in the case of the acquisition of assets, the time of the Prospect/Buyer’s first payment for the assets, and (iv) in all other cases, the time of the first payments made in the course of the Transaction for the acquisition of the participation in the business.
5.10 The success fee is payable within 15 days of falling due. Thereafter the Prospect/Buyer is in default of payment even without a reminder.
6. Duty to Report and Right to Information
6.1 If DUB establishes a contact that already existed between Prospect/Buyer and Seller in relation to that specific Transaction, the Prospect/Buyer is obliged to reject the evidence of the contact by DUB in writing or in text form within 14 days. A contact is deemed to have been established by DUB unless the Prospect/Buyer demonstrates that the contact between them and the Seller in relation to that specific Transaction already existed independently of DUB’s services.
6.2 Should one or more Transactions come about between two Users, or a Seller and a Prospect/Buyer, within 36 months of the establishment of the initial contact by DUB, the Prospect/Buyer must report the Transaction(s) to DUB within 7 days after the Transfer of the Shareholding in each case (“Closing Report”). The Closing Report must be made in writing by email to deal(at)dealcircle.com and includes at least the following information: (i) information about the Transaction with parties, date and object of the Transaction, (ii) information about the parameters relevant for DUB’s fee calculation, in particular and at least the Transaction Volume.
6.3 Every Seller and Prospect/Buyer is obliged to comply with a request for information from DUB regarding any Transactions within 14 days. Section 6.2 applies accordingly to the content of the information.
7. Confidentiality, Disclosure of Information
7.1 The User is prohibited from passing on to third parties the information and data viewable on the Platform which is specifically prepared at DUB and made accessible exclusively to registered Users, or otherwise made available to the User by DUB.
7.2 Third parties are, in particular, also enterprises directly or indirectly affiliated with the User, enterprises within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) or related parties within the meaning of Section 138 of the German Insolvency Code (Insolvenzordnung), as well as enterprises in which the User holds a direct or indirect participation (e.g. on the basis of a trust arrangement).
7.3 If the Prospect/Buyer breaches the obligations under Sections 7.1 and 7.2 and the third party informed by them thereupon concludes a contract with the Seller or carries out the Transaction, the Prospect/Buyer owes the success fee as if they had concluded this contract themselves or carried out the Transaction themselves.
7.4 For Prospects/Buyers or Subscribers, the confidentiality obligations towards Sellers apply when using the DUB Platform.
8. Further Obligations of the User; Indemnification
8.1 Sellers and Prospects/Buyers may not post in their profile and their Projects any data and/or other content that infringes applicable legal provisions or rights of third parties (in particular copyrights and personality rights). Furthermore, the Seller or Prospect/Buyer must make all statements regarding their profile and their Projects truthfully. DUB under no circumstances adopts the content of Sellers and Prospects/Buyers as its own, but reserves the right to delete data for which, on the basis of objective facts, there is a suspicion of a breach of this Section 8.1.
Such breaches exist in particular in the following cases:
False and/or incorrect statements regarding the (financial) key figures of the business, Multiple postings of the same object for sale, Searchers are made aware of an offer through vague or even false statements 8.2 The Seller is prohibited from demanding or accepting additional advisory fees, brokerage fees or other separate remuneration from Prospects/Buyers of a Project posted on DUB or of any other service brokered via DUB.
8.2.1 This prohibition applies to all amounts exceeding the purchase price stated on DUB and accepted by the buyer, regardless of their designation, justification or the type of service rendered.
8.2.2 Demanding or accepting impermissible remuneration constitutes a material breach of these General Terms and Conditions (Terms) and entitles DUB to immediate termination of the usage agreement with the provider without notice, as well as to the assertion of claims for damages.
8.3 The Seller or Prospect/Buyer indemnifies DUB against all damages, third-party claims, expenses and costs (including lawyers’ fees customary in the market and not limited to the statutory fees) incurred by DUB as a result of a breach by the Seller or Prospect/Buyer of Section 8.1. Further contractual and statutory rights and claims of DUB remain unaffected.
9. Liability
9.1 The company, profile and Project data displayed on the Platform are provided exclusively by the respective Users. DUB is not liable for the accuracy and completeness of the company, profile and Project data displayed on the Platform. DUB is also not liable for the coming about of a Transaction between Sellers and Prospects/Buyers after the initial contact has been established.
9.2 DUB is liable without limitation for intent and gross negligence, as well as for damages arising from injury to life, body or health, in the case of the breach of a guarantee — expressly designated as such — and under the German Product Liability Act.
9.3 In cases of slight negligence, DUB is liable only in the event of a breach of a material contractual obligation (thus in particular not in the cases described in Section 9.1). A material contractual obligation within the meaning of this Section 9.3 is an obligation whose fulfilment makes the performance of the contract possible in the first place and on whose fulfilment the User may therefore regularly rely. Liability under this Section 9.3 is limited to the damage foreseeable and typical for the contract at the time the contract was concluded. The limitations of liability apply accordingly in favour of the legal representatives, employees, agents and vicarious agents of DUB.
10. Blocking of a User
10.1 DUB reserves the right to block Users temporarily or permanently in the event of serious or repeated breaches of these Terms. Further statutory and contractual rights and claims of DUB remain unaffected.
10.2 A serious breach of the Terms within the meaning of Section 10.1 exists in particular where there are concrete indications that a User (i) uses the Platform without having an interest in a Transaction, (ii) attempts to circumvent, directly or indirectly, the obligation to pay the success fee, (iii) the
11. Final Provisions
11.1 The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. 11.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Hamburg, provided that the contracting parties are merchants or the User has no general place of jurisdiction in Germany or in another EU member state, or has relocated their permanent residence abroad after these terms of use took effect, or the domicile or habitual residence is unknown at the time the action is brought.
11.3 Changes to these Terms are communicated to Sellers and Prospects/Buyers by DUB in writing or by email. If the Seller or Prospect/Buyer does not object to such changes within four weeks of receipt of the notification, the changes are deemed to be agreed. DUB will separately point out the right of objection and the legal consequences of silence in the event of a change to the Terms.
As of: 18.12.2025