Terms of Service

2.1 Verified accounts only

Use of the Platform requires a verified account. Authentication is delegated to Wenme (wenme.net) using OAuth 2.1 with PKCE; we never hold your password. By registering, you authorise us to obtain and verify your identity through our Know-Your-Customer (KYC) process.

2.2 Representations

You represent and warrant that all information you submit is true, accurate, current and complete, and that you will keep it updated. You must be at least 18 years old, have legal capacity to enter into binding contracts, and not be subject to any sanctions or prohibition lists maintained by the Government of Bangladesh, the United Nations, or any reciprocating jurisdiction.

2.3 Decline, suspend, terminate

We may decline, suspend, or terminate any account where KYC is incomplete, falsified, or where ongoing risk monitoring identifies fraud, money-laundering, or sanctions concerns. Account decisions are made under documented internal policy and may be appealed in writing to our compliance team.

Sellers may list only businesses or assets in which they hold authority to transact. Each Listing must accurately describe the business, its sector, revenue range, EBITDA range, employee count, and any material liabilities or contingencies known to the Seller. Misrepresentation, omission of material facts, or knowingly misleading content is a material breach of these Terms.

Sellers retain copyright and ownership of all Listing content uploaded to the Platform but grant Exit.bd a non-exclusive, worldwide, royalty-free licence to host, display, transcode and transmit that content for the purpose of operating the Platform and matching the Listing with prospective Buyers.

Sellers may not list businesses engaged in activities prohibited under Bangladeshi law, including but not limited to: money services without Bangladesh Bank licence; gambling, pornography or unregulated cryptocurrency exchange; hawala-style remittance; unregistered pharmaceutical manufacturing; sectors restricted to state-owned enterprises; or any business primarily designed to evade tax, sanctions, or regulatory oversight.

Access to a Deal Room is conditioned on the Buyer executing the Platform’s digital Non-Disclosure Agreement (the “NDA”) bound to that specific Listing. The NDA is a legally binding contract between Buyer and Seller; Exit.bd is not a party to the NDA but provides the execution mechanism, audit log, and enforcement support.

All documents shared inside a Deal Room are watermarked with the viewing User’s identifying details and timestamp. Downloads, views and exports are logged. Republication, screenshotting, printing, or onward transmission of Deal Room content to any person not bound by the NDA constitutes a breach for which the breaching party is liable in damages, in addition to suspension or termination of the Platform account.

The Platform’s Secure Chat enforces a regex-based contact-information filter to discourage off-platform circumvention of the disclosure ladder. Attempting to circumvent these controls, or soliciting another User to do so, is a material breach.

Account creation and basic Listing are free. Optional services — Featured Listing, Premium Listing, Buyer Pro, Seller Pro — are billed on the published rates set out on the pricing page in BDT, exclusive of applicable VAT and government levies. We may revise published rates with thirty (30) days’ prior notice; changes do not apply retroactively to subscriptions already paid.

On the closing of any transaction matched, mediated, or facilitated by the Platform, a tiered success fee becomes payable to Exit.bd. The fee schedule is published on the pricing page; the minimum fee is BDT 50,000 per transaction. Unless otherwise agreed in writing between the parties, the success fee is shared equally between Buyer and Seller.

The success fee is settled at closing through the escrow milestone structure described in §06. Parties may not bypass the Platform to avoid the success fee for any deal originated, matched or materially advanced through Exit.bd within the twenty-four (24) months following the first introduction.

All transaction settlements arising from a deal closed on the Platform must be processed through Hold.bd escrow held with Prime Bank PLC. Hold.bd operates under a separate set of terms which you accept when funding an escrow account; those terms are incorporated into these Terms by reference.

Funds are released against milestones agreed in the Sale and Purchase Agreement (SPA) executed between Buyer and Seller — typically including (a) regulatory share-transfer completion (RJSC Form 117 stamping), (b) handover of operational control, and (c) expiry of the post-close warranty period. Each milestone requires sign-off from both parties or independent verification by a designated milestone witness.

Hold.bd escrow fees are charged on a sliding scale (1% to 2.5% depending on transaction value) and are separate from the Exit.bd success fee. All escrow movements are reported to the relevant Bangladesh Bank reporting authority where applicable.

The parties shall attempt in good faith to resolve any dispute arising under or in connection with these Terms or any Platform-mediated transaction through direct negotiation. If unresolved within thirty (30) days of written notice, either party may refer the dispute to Exit.bd’s mediation desk, which will appoint a neutral mediator at the parties’ shared cost.

Disputes that remain unresolved after mediation shall be referred to arbitration under the Bangladesh Arbitration Act 2001, with the seat of arbitration in Dhaka, conducted in English, before a single arbitrator agreed between the parties or, failing agreement, appointed by the Bangladesh International Arbitration Centre (BIAC).

Nothing in this Section prevents either party from seeking interim or injunctive relief in the courts of Dhaka, Bangladesh, in respect of confidentiality breaches, intellectual property infringement, or asset preservation pending arbitration.

You may close your account at any time through the dashboard or by written request to support@exit.bd. We may suspend or terminate your account, with or without notice, if you breach these Terms, fail KYC review, are subject to a sanctions or adverse-media match, or engage in conduct we reasonably believe to be fraudulent, abusive, or harmful to other Users.

Termination does not relieve you of obligations accrued before termination, including payment of fees due, success commissions on closed or pipeline transactions, NDA confidentiality, and dispute-resolution obligations under §07. Provisions intended to survive termination — including §04 (confidentiality), §05 (fees), §07 (disputes), §09 (limitation of liability) and §10 (governing law) — survive.

Exit.bd is a marketplace and infrastructure provider. We are not a broker, dealer, investment adviser, accountant, lawyer, or fiduciary, and nothing on the Platform constitutes legal, financial, tax or investment advice. Users transact at their own risk and are solely responsible for their own due diligence, legal documentation, and post-close obligations.

To the maximum extent permitted by Bangladeshi law, our aggregate liability arising out of or in connection with these Terms or your use of the Platform — whether in contract, tort, statute or otherwise — is limited to the greater of (a) the fees paid by you to Exit.bd in the twelve (12) months preceding the event giving rise to the claim, or (b) BDT 100,000.

We are not liable for indirect, incidental, consequential, special, exemplary or punitive damages, including lost profits, loss of goodwill, loss of business opportunity, or loss of data, even if we have been advised of the possibility of such damages. Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, or any liability that cannot be excluded under Bangladeshi law.