Terms of Service

These Terms of Service govern your use of Escrow.International, a marketplace and transaction-coordination platform operated by MATTALNET GRUPP OÜ. They are written to be read alongside the Marketplace Rules, the Privacy Notice and the Cookie Policy. Please read section 4 carefully: it explains what the platform is not, and it is the section most often misunderstood.

1. 1. Scope and parties to this agreement

   This agreement is concluded between you and MATTALNET GRUPP OÜ, Tuukri tn 19-315, 10120 Tallinn, Estonia, registration number 14744075, VAT ID EE102519059 (referred to here as "we", "us" or "the platform"). Full provider details are in the Imprint. It covers the website, the account you create, and every listing, search, match, offer, message, document and deal room you use. Terms and conditions of your own do not become part of this agreement unless we have agreed to them in writing. Separate documents apply in addition: the Marketplace Rules set the conduct standard for listings and deal rooms, the Privacy Notice explains how personal data is processed, and the Cookie Policy explains what is stored on your device.

2. 2. How the contract is formed

   Registration is free of charge. The contract for use of the platform comes into existence when you complete the registration form, tick the box confirming that you accept these terms and the Privacy Notice, and we activate your account. We record the moment you accepted these terms. Paid services are contracted separately. Each one, for example promoting a listing, is shown with its price and scope before you confirm it, and the contract for that service comes into existence when you confirm the order. We may refuse a registration or an order without giving reasons, in particular where verification or compliance screening does not permit us to proceed.

3. 3. Eligibility and your account

   You must be at least 18 years old and have the legal capacity to enter binding agreements. If you register on behalf of a company or another organization, you confirm that you are authorised to represent it and that the organization becomes the contracting party. You must give accurate registration details and keep them current. You are responsible for keeping your password and your second authentication factor confidential, and for everything done through your account. Tell us without delay at mail@escrow.international if you suspect that someone else has access to it. Accounts are personal. You may not transfer, sell or share an account, and you may not create an account for someone who has been suspended.

4. 4. What the platform is, and what it is not

   Escrow.International is software. It helps you publish and find assets, evaluate counterparties, coordinate professionals, track milestones and keep the documents of a transaction in one controlled place. The platform is not a party to the transaction between you and your counterparty. It does not buy, sell, exchange or broker property on its own account, it does not conclude the contract of sale or exchange for you, and it gives no legal, tax, valuation or investment advice. Despite the name, the platform is not an escrow agent and does not act as one. It never holds, receives, moves or promises to move client funds, it operates no client account, no trust account and no payment account, and it earns nothing from float or interest on client money. The platform is not a bank, a payment institution, an electronic money institution, an investment firm, an insurer, a law firm, a notary or a registry. It holds no authorisation or licence for any regulated activity in any jurisdiction. Where an activity requires a licence, in particular the settlement of funds, it is carried out exclusively by an appropriately licensed third party engaged by you and your counterparty, never by us. A contract of sale, exchange or transfer is concluded outside the platform between you and your counterparty, in the form required by the law of the jurisdictions involved. Publishing a listing is an invitation to make offers, not a binding offer, and an offer recorded in the platform does not by itself create a binding transfer of property.

5. 5. Settlement and money

   Settlement is arranged with a licensed settlement partner appropriate to the jurisdictions involved. The platform records the identity of that partner, a reference for the settlement, the route and the amount, and it records the status the partner reports. Status information about money comes only from the partner, through a signed message from the partner's own systems. It never comes from a user action, a chat message or a document uploaded into a deal room. A status shown in the platform is therefore a record of what the partner reported, not a confirmation by us that funds exist, have arrived or have been released, and it must not be relied on as a payment guarantee. We give no guarantee of the solvency, performance or regulatory standing of a settlement partner, a counterparty or any other participant.

6. 6. Verification, compliance gates and screening

   Publishing a listing, making or answering an offer and opening a deal room require an active account, an approved and unexpired identity verification, and the absence of a prohibiting compliance risk flag. These conditions are checked at the moment of the action, not once at registration. Depending on the asset and the jurisdictions involved, further verification may be required: business verification, ownership evidence, professional credentials, source of funds or source of wealth. A deal advances through milestones. A milestone whose compliance gate has not been cleared cannot be passed. The gates are identity verified, ownership evidence reviewed, sanctions cleared, source of funds cleared, legal review complete, valuation complete and settlement route approved. Gate enforcement happens on our servers and cannot be overridden by any party to the deal. We screen names against sanctions, politically exposed person, watchlist and adverse media criteria when you verify and periodically afterwards. A confirmed match blocks the account from transacting and opens a compliance case for human review. You may contest that outcome and ask for a human decision by writing to mail@escrow.international.

7. 7. Listings, offers, documents and your content

   You are solely responsible for what you publish and submit. A listing must describe the asset, its location, its ownership structure and any encumbrance accurately, and must not omit a fact that would materially affect a counterparty's decision. You are responsible for holding the rights to every document, photograph and text you upload, and for the lawfulness of sharing it with the people you share it with. Documents are access-controlled. A document is visible only to a party of the deal it belongs to or to a person to whom access has been granted explicitly. Uploaded files are checked for malware before they can be downloaded, and a file that fails the check is quarantined and a compliance case is opened. You keep ownership of your content. You grant us a non-exclusive, worldwide licence, limited in time to what is needed, to store, reproduce, translate and display that content for the purpose of operating the platform for you and complying with our legal obligations. We may remove or restrict a listing, a document or a message that breaches these terms, the Marketplace Rules or applicable law, and we will tell you why unless the law prevents us.

8. 8. Matching and automated suggestions

   The platform calculates a match score between a listing and a stated preference from objective factors: reciprocal intent, asset type, geography, value band, verification strength, timing and an advisory assessment of legal feasibility for the corridor. A match is a suggestion for you to evaluate, not advice and not a recommendation to transact. A feasibility assessment is advisory and is not a legal opinion on your transaction.

9. 9. Fees

   The account itself is free. Fees are charged only for the services described here, and the amount that applies to you is shown before you incur it. Success fee: charged in connection with a deal that reaches completed status, calculated on the headline deal value. The schedule currently configured is 1.5 percent of the headline value with a minimum of EUR 2,500. Fixed orchestration package: currently EUR 4,900, an alternative to a percentage fee for deal-room coordination, milestone tracking and professional scheduling. Verification and due diligence package: currently EUR 890, used for multi-party chains and bespoke structures. Promoted listing: currently EUR 9 per day, charged when you promote a published listing, for the number of days you select. Extending an active promotion adds days to the end of the running period. All amounts are net of value added tax. Where VAT applies, it is shown separately on the invoice. Each fee is invoiced with a sequential invoice number. We do not process card payments and store no payment credentials; an invoice is settled outside the platform as stated on it. No fee is charged on client funds, because we never hold them. We may change the schedule for the future, with notice as set out in section 16; a change never applies to a fee you have already incurred.

10. 10. Right of withdrawal for consumers

    This section applies if you are a consumer, meaning that you enter into the contract for purposes that are predominantly outside your trade, business or profession. You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period expires fourteen days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us, MATTALNET GRUPP OÜ, Tuukri tn 19-315, 10120 Tallinn, Estonia, mail@escrow.international, of your decision to withdraw by an unequivocal statement, for example a letter sent by post or an email. You may use the model withdrawal form below, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired. If you withdraw from this contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw. We will use the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in no event will you be charged any fees for such reimbursement. We do not currently ask you to consent to the early start of a paid service in a way that would cause the right of withdrawal to lapse before the fourteen days have run. If a paid service is performed at your request during the withdrawal period and you then withdraw, you owe us nothing for the part already performed, and any amount already paid is reimbursed in full. Model withdrawal form: To MATTALNET GRUPP OÜ, Tuukri tn 19-315, 10120 Tallinn, Estonia, mail@escrow.international. I hereby give notice that I withdraw from my contract for the provision of the following service: ... Ordered on: ... Name of the consumer: ... Address of the consumer: ... Signature of the consumer (only if this form is notified on paper): ... Date: ... The right of withdrawal concerns your contract with us about the platform and its paid services. It has no effect on a contract of sale, exchange or transfer that you conclude with a counterparty outside the platform.

11. 11. Professionals and other third parties

    Lawyers, notaries, brokers, valuers, tax advisers and settlement partners who take part in a deal room act in their own professional or regulated capacity, on the basis of their own contract with you. They are not our agents, our employees or our subcontractors. We check the credentials a professional states and coordinate their involvement in a deal room. We do not supervise their work, we do not warrant their advice or their regulated services, and we accept no responsibility for them. Any claim arising from their work is a matter between you and them. A professional profile, a rating or a completed-engagement record shown in the platform reflects data recorded in the platform. It is not a recommendation and not a certification by us.

12. 12. Acceptable use

    You must not use the platform to evade, or to help anyone evade, sanctions, export controls, capital controls, tax or reporting obligations, banking or anti-money-laundering regulation, or the property-transfer requirements of any jurisdiction. You must not submit false or falsified ownership evidence, misrepresent an asset, impersonate another person or organization, use another person's identity documents, or attempt to circumvent identity verification, compliance screening or a compliance gate. You must not move a transaction off the platform for the purpose of avoiding verification or a compliance gate, harvest data about other members, probe or interfere with the security of the service, or use automated means to access it beyond what we permit in writing. A breach may lead to removal of content, suspension or closure of the account, termination of this agreement without notice, and, where the law requires it, a report to the competent authority.

13. 13. Availability of the service

    We work to keep the platform available and correct, but we do not promise uninterrupted availability. Maintenance, security measures, changes required by law and events outside our control can interrupt or limit the service. We have not agreed any service level or availability figure with you unless we have done so expressly and in writing. We may change, extend or discontinue features. Where a change materially reduces the functionality you rely on, we give notice as set out in section 16.

14. 14. Term, suspension and termination

    This agreement runs for an indefinite period. You may close your account at any time, subject to completing or lawfully exiting any open deal. Ordinary termination by us requires thirty days' notice. We may suspend an account or a deal immediately, and terminate for cause without notice, where verification fails or expires, where a compliance gate cannot be cleared, where a screening result prohibits transacting, where we reasonably suspect fraud, sanctions exposure or another serious breach of these terms, or where a regulator, a court or applicable law requires it. Termination does not release either side from obligations already incurred, in particular fees already earned. After closure we retain data to the extent, and for as long as, the law requires. What happens to your data is described in the Privacy Notice.

15. 15. Liability

    We are liable without limitation for damage caused intentionally or by gross negligence, for injury to life, body or health, under mandatory product liability law, and to the extent we have given a guarantee. For slight negligence we are liable only where an obligation has been breached whose fulfilment makes the proper performance of this agreement possible in the first place and on whose observance you may regularly rely. In that case our liability is limited to the damage that is foreseeable and typical for this kind of contract. Any further liability is excluded. In particular we are not liable for the conduct of a counterparty, a professional or a settlement partner, for the accuracy or completeness of content submitted by a member, for the legal or tax consequences of a transaction, for the value or title of an asset, or for loss caused by your failure to keep your credentials secure. Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, and nothing in them affects your statutory rights as a consumer.

16. 16. Intellectual property

    The Escrow.International name, the branding, the interface, the databases and the software are owned by MATTALNET GRUPP OÜ or its licensors and are protected by copyright and other rights. You receive a simple, non-transferable right to use the platform for the term of this agreement and for its intended purpose. You may not copy, decompile, reverse engineer, scrape or create derivative works from the platform except to the extent that mandatory law permits it, and you may not use our name or branding without written permission.

17. 17. Changes to these terms

    We may amend these terms where a change in the service, in the law, in case law or in regulatory guidance makes it necessary, and to correct an ambiguity, provided the change is reasonable for you and does not upset the balance of this agreement. We will notify you of a material change at least thirty days before it takes effect, by email and in the platform, and the notice will say what changes and when. If you do not object in writing before the change takes effect, it is deemed accepted; the notice will point that out. If you object, either side may terminate the agreement with effect from the date the change takes effect. Where a change is required by law with shorter notice, or where it is purely to your advantage, it may take effect earlier.

18. 18. Complaints and dispute resolution

    Write to mail@escrow.international with a complaint about the platform, an invoice or the conduct of another member. We will confirm receipt and give a substantive answer. Where a complaint concerns an open deal, the evidence in the deal room is preserved and the affected milestone may be paused while the matter is reviewed. Review by us is internal mediation. It is not arbitration, it does not decide your legal rights, and it does not replace a court, an arbitral tribunal, a notary, a registry or a regulator. Information on consumer dispute resolution is in the Imprint.

19. 19. Governing law, venue and final provisions

    This agreement is governed by the law of the Republic of Estonia, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. If you are a consumer, this choice of law does not deprive you of the protection of the mandatory provisions of the law of the country in which you have your habitual residence. If you are a merchant, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction is Tallinn, Estonia. If you are a consumer, you may bring proceedings before the courts that the law makes available to you, and we may sue you only in the courts of your place of residence. If a provision of these terms is or becomes invalid, the validity of the remaining provisions is unaffected. Assignment of your rights under this agreement requires our consent. The language of this agreement is English; the German, Spanish and Chinese versions are provided for convenience, and in the event of a discrepancy the English version prevails, except where mandatory consumer law provides otherwise. Contact for questions about these terms: MATTALNET GRUPP OÜ, Tuukri tn 19-315, 10120 Tallinn, Estonia, mail@escrow.international.