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Escrow & Settlement Terms

Last updated: October 6, 2026 · Version 1.0

These Escrow & Settlement Terms apply to every Deal on the 7Baas Platform that is settled through 7 Baas Limited. They form part of the Terms of Use, and words defined there have the same meaning here. By making a deposit, or by accepting that a Deal will be settled through 7Baas, the Buyer and the Seller each agree to these terms.

1. The Escrow Account

1.1 Transaction funds are paid into a designated account held by 7 Baas Limited with a bank or electronic money institution authorised in the United Kingdom or the European Economic Area (the "Escrow Account"). The account details are shown on the deposit invoice for each Deal.

1.2 The Escrow Account is used only for money received from Buyers for transactions, and is kept separate from 7Baas's own operating accounts. 7Baas does not use funds in the Escrow Account for its own purposes, and records the funds held for each Deal separately.

1.3 7 Baas Limited is not a bank, electronic money institution or payment institution. The Escrow Account is not a deposit account or payment account of the Buyer or the Seller, and funds held in it are not protected by the Financial Services Compensation Scheme. If the institution holding the Escrow Account fails, the funds may be at risk.

1.4 No interest is paid on funds held in the Escrow Account.

2. Release conditions

2.1 The conditions for releasing funds ("Release Conditions") for each Deal are those agreed between the Buyer and the Seller and recorded on the Platform or in the transaction documents. Unless agreed otherwise, the Release Conditions are: - (a) the transaction documents have been signed by both parties; - (b) any required regulatory approval of the change of control has been obtained, and evidence of it has been provided to 7Baas; and - (c) both the Buyer and the Seller have confirmed to 7Baas, through the Platform or in writing, that completion has taken place.

2.2 7Baas acts only on the Release Conditions and on instructions received in accordance with these terms. 7Baas is not responsible for deciding whether the transaction documents have been performed or whether any party is in breach.

3. Making a deposit

3.1 The Buyer pays the amount shown on the deposit invoice, in the currency shown, by bank transfer from an account in the Buyer's own name, using the payment reference shown. Payments from third parties, in cash or in crypto-assets are not accepted.

3.2 Bank charges on the sending side are for the Buyer's account. If the amount received is less than the invoiced amount, the Buyer must pay the shortfall.

3.3 A deposit is treated as received only when the funds have cleared in the Escrow Account and the checks required by our AML & KYC Policy, including any source of funds checks, are complete. We confirm receipt to both parties on the Platform.

3.4 We may return any deposit that we cannot accept, to the account from which it was sent.

4. Release

4.1 When the Release Conditions are met, 7Baas will instruct payment of the funds held for the Deal, less the amounts set out in clause 6, to the Seller's account within 3 Business Days, subject to clause 4.3.

4.2 Payment is made only to a bank account in the name of the Seller (or of the party entitled under the transaction documents) that 7Baas has verified.

4.3 Release may be delayed where 7Baas must complete legal, regulatory or sanctions checks, where it has received a dispute notice under clause 7, or where it is prevented by law, court order or the institution holding the Escrow Account. Timing of receipt also depends on banks and payment networks.

5. Return of funds to the Buyer

5.1 Funds held for a Deal are returned to the Buyer, less the amounts set out in clause 6, if: - (a) the Buyer and the Seller jointly instruct 7Baas to return them; - (b) the Release Conditions have not been met by the longstop date agreed for the Deal (or, if none was agreed, within 12 months of the deposit) and neither party has given a dispute notice; or - (c) the Deal is terminated in accordance with the transaction documents and both parties confirm this.

5.2 Funds are returned only to the account from which they were received, unless 7Baas agrees otherwise after verification.

6. Deductions

From any amount released or returned, 7Baas may deduct: (a) the Success Fee and any other fee payable by the receiving party for the Deal, as disclosed when the Deal was created; (b) any amount due under a final court judgment or arbitral award in favour of 7Baas; and (c) bank and currency conversion charges incurred on the outgoing payment. Unless agreed otherwise, a Success Fee is not deducted from funds returned to the Buyer under clause 5.

7. Disputes

7.1 If either party considers that funds should not be released or returned, it must give 7Baas a written dispute notice at admin@7baas.com, with reasons, before the funds are paid out.

7.2 While a dispute is outstanding, 7Baas will hold the funds and release or return them only on: (a) a joint written instruction of the Buyer and the Seller; or (b) a final judgment or order of a court of competent jurisdiction, or a final arbitral award, which the parties must provide to 7Baas.

7.3 If a dispute is not resolved within 6 months, 7Baas may, at its discretion and at the parties' cost, pay the funds into court or take other steps permitted by law to be discharged of its obligations.

7.4 7Baas does not act as arbitrator or mediator between the parties.

8. Currency

Funds are held and paid out in the currency in which they were received, unless the parties instruct otherwise. Any conversion is carried out at the rate applied by the institution holding the Escrow Account, and conversion costs are borne by the party requesting it.

9. Responsibility of 7Baas

9.1 7Baas will hold and pay out funds with reasonable care and in accordance with these terms.

9.2 7Baas may rely on any instruction, confirmation or document that it reasonably believes to be genuine and given by an authorised person, and is not liable for acting on it in good faith.

9.3 7Baas is not liable for: delays or failures of banks or payment systems; the insolvency or failure of the institution holding the Escrow Account; holds or returns made to comply with law or its AML & KYC Policy; or any loss resulting from a party providing incorrect account details.

9.4 Subject to the Terms of Use, the total liability of 7Baas in connection with a Deal settled under these terms is limited to the fees paid to 7Baas for that Deal, except in the case of its fraud, wilful default or gross negligence in handling the funds.

9.5 The Buyer and the Seller each indemnify 7Baas against claims, losses and costs arising from its proper performance of these terms, except to the extent caused by 7Baas's fraud, wilful default or gross negligence.

10. Records and information

7Baas keeps records of every deposit, release and return, and makes the status of the funds held for a Deal available to both parties on the Platform. 7Baas may share information about the funds with the institution holding the Escrow Account, regulators and law enforcement where required.

11. Changes

We may update these terms. Changes do not apply to funds already deposited for a Deal unless both parties agree.

12. Governing law

These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

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