Terms of Use

1. Acceptance of Terms

Welcome to Oxford Highland Advisors ("OHA," "we," "us," or "our"). These Terms of Use ("Terms") govern your access to and use of the OxfordHighland.biz website, our services, and any related content or functionality (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not access or use our Services.

We reserve the right to modify these Terms at any time. Changes will be effective when posted on our website with a revised effective date. Continued use of our Services after changes constitutes acceptance of the modified Terms.

2. Description of Services

OHA provides exit advisory and M&A transaction services to business owners primarily in Georgia. Our services include:

• Exit planning and strategy development

• Business valuation and financial analysis

• Sell-side transaction representation

• Buyer identification and qualification

• Deal structuring and negotiation support

• Due diligence coordination

• Transaction closing and post-transaction support

The specific scope, deliverables, timeline, compensation structure, and terms for any engagement will be defined in a separate written engagement agreement.

3. Eligibility

Our Services are intended for business owners, executives, and authorized representatives of businesses seeking exit advisory or transaction services. You must be at least 18 years old and have legal authority to enter into binding agreements on behalf of your business.

By using our Services, you represent and warrant that you meet these eligibility requirements and that all information you provide is accurate, current, and complete.

4. Professional Services and Advisory Relationship

4.1 Nature of Services

OHA provides M&A advisory and transaction services. We act as your representative and advocate in exit transactions, working to achieve the best possible outcome for your situation. Our role is advisory in nature; you retain ultimate decision-making authority regarding your business and any transaction.

4.2 Engagement Agreement Required

Formal advisory services require a written engagement agreement that defines scope, responsibilities, compensation, exclusivity terms, and other material conditions. These Terms of Use govern general website use and preliminary interactions; the engagement agreement governs the advisory relationship.

4.3 Not Legal, Tax, or Accounting Advice

OHA provides M&A advisory services but does not provide legal advice, tax advice, or accounting services. You must engage qualified attorneys, CPAs, and other professionals as appropriate for your transaction. We coordinate with your professional advisors but do not replace them.

4.4 No Guarantees of Transaction Outcomes

We do not guarantee that we will find a buyer, achieve a specific valuation or sale price, or close a transaction within a specific timeframe. Transaction outcomes depend on many factors including market conditions, business performance, buyer appetite, economic factors, and circumstances beyond our control.

While we work diligently to achieve optimal outcomes, M&A transactions are complex and uncertain. Our obligation is to provide competent, professional advisory services, not to guarantee specific results.

4.5 Valuations and Opinions

Any business valuations, pricing opinions, or financial analyses we provide are professional estimates based on available information, market data, and accepted methodologies. They are opinions, not guarantees. Actual market value is determined by what a buyer is willing to pay in an arm's-length transaction.

5. Client Responsibilities and Obligations

To enable us to provide effective advisory services, you agree to:

• Provide accurate, complete, and timely information about your business, financials, operations, and any material issues

• Disclose all material facts that could affect valuation, marketability, or buyer interest

• Cooperate fully with due diligence requests and information gathering

• Maintain confidentiality of our strategies, buyer contacts, and proprietary processes

• Make timely decisions and respond to communications promptly during active transaction processes

• Engage qualified legal, tax, and accounting professionals as needed

• Comply with all representations and warranties you make in transaction documents

• Honor exclusivity and other commitments in our engagement agreement

6. Compensation and Fees

Compensation for OHA services is defined in individual engagement agreements. Typical compensation structures in M&A advisory include:

• Success fees (commission) based on transaction value at closing

• Retainer fees for advisory services

• Reimbursement of out-of-pocket expenses incurred on your behalf

• Additional fees for specific services as agreed

All fees and payment terms will be clearly specified in your engagement agreement. Generally, success fees are earned when a transaction closes and are non-refundable. Retainer fees may or may not be refundable depending on the specific agreement terms.

7. Confidentiality and Non-Disclosure

7.1 Our Confidentiality Obligations

We treat all information about your business, financial performance, exit plans, and transaction activities as confidential. We will:

• Maintain confidentiality of your proprietary business information

• Share information only with qualified, vetted potential buyers under confidentiality agreements

• Coordinate disclosures carefully to protect competitive position and relationships

• Limit internal access to your information on a need-to-know basis

• Use secure systems for sensitive data transmission and storage

7.2 Your Confidentiality Obligations

You agree to maintain confidentiality of:

• Our proprietary methodologies, processes, and strategies

• Buyer contacts and relationships we introduce

• Terms and conditions of our engagement agreement

• Market intelligence and competitive information we share

• Information about other parties' interest or offers (when specifically requested)

7.3 Necessary Disclosures in M&A Context

You acknowledge that M&A transactions require sharing confidential business information with potential buyers and their advisors. We will obtain confidentiality agreements from buyers before sharing sensitive information and will consult with you regarding disclosure timing and scope.

8. Conflicts of Interest and Disclosure

As M&A advisors, we may encounter situations where we have relationships with multiple parties in the market. We commit to:

• Disclosing any potential conflicts of interest that arise

• Not representing both buyer and seller in the same transaction without explicit written consent

• Maintaining loyalty to you as our client when representing you

• Declining engagements where conflicts cannot be appropriately managed

• Following professional standards for conflict management and disclosure

9. Intellectual Property Rights

9.1 OHA Intellectual Property

All content, materials, methodologies, valuation models, marketing materials, and other intellectual property provided by OHA ("OHA IP") are owned by or licensed to OHA and protected by intellectual property laws.

We grant you a limited, non-exclusive license to use materials we prepare specifically for your transaction, solely for your internal purposes related to that transaction.

9.2 Your Business Information

You retain ownership of all information and materials about your business. By engaging us, you grant us a license to use, analyze, and incorporate such information as necessary to provide advisory services and market your business to qualified buyers.

10. Disclaimers and Limitations of Liability

10.1 Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED ON AN "AS IS" BASIS. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING TRANSACTION OUTCOMES, VALUATIONS, BUYER INTEREST, TIMING, OR ANY OTHER ASPECT OF M&A ADVISORY SERVICES.

We do not warrant that market conditions will be favorable, that buyers will be available, that due diligence will be successful, or that transactions will close. M&A transactions are inherently uncertain and subject to many factors beyond our control.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OHA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST OPPORTUNITIES, OR DIMINISHED BUSINESS VALUE, RESULTING FROM:

• Market conditions or economic factors affecting transaction value

• Buyer decisions or behavior beyond our control

• Failed transactions or withdrawn offers

• Timing delays or process complications

• Third-party actions or decisions

• Your business decisions or actions

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE FEES YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR IF NO FEES HAVE BEEN PAID, $10,000.

10.3 Standard of Care

Our obligation is to provide competent, professional M&A advisory services consistent with industry standards. We are not guarantors of transaction success or specific outcomes. Our liability, if any, is limited to claims of professional negligence or breach of fiduciary duty, subject to the limitations above.

11. Indemnification

You agree to indemnify and hold harmless OHA and its affiliates, officers, employees, and agents from claims arising out of:

• Inaccurate or incomplete information you provide about your business

• Material misrepresentations or omissions in transaction documents

• Breaches of representations and warranties you make to buyers

• Your violation of these Terms or applicable laws

• Your business operations or third-party claims against your business

• Post-closing disputes with buyers based on your pre-closing conduct or disclosures

12. Termination

Termination of advisory relationships is governed by individual engagement agreements. Generally:

• You may terminate the engagement subject to terms and conditions in the engagement agreement

• We may terminate if you breach material terms, provide false information, or fail to cooperate

• Termination does not relieve obligations for fees earned or expenses incurred prior to termination

• Confidentiality obligations survive termination

• Tail provisions (earned fees for transactions closing after termination) may apply as specified in engagement agreements

13. Dispute Resolution and Arbitration

13.1 Governing Law

These Terms and any engagement agreements shall be governed by the laws of the State of Georgia, without regard to conflict of law principles.

13.2 Informal Resolution

Before initiating formal dispute resolution, parties agree to first attempt informal resolution through good faith negotiation.

13.3 Arbitration

Any disputes that cannot be resolved informally shall be resolved by binding arbitration in Atlanta, Georgia, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator with experience in M&A transactions, and judgment on the award may be entered in any court having jurisdiction.

13.4 Exceptions

Either party may seek injunctive or equitable relief in court to protect confidential information, intellectual property rights, or to enforce non-compete or non-solicitation provisions.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable engagement agreement, constitute the entire agreement regarding the Services and supersede all prior agreements.

14.2 Severability

If any provision is found invalid or unenforceable, the remaining provisions will continue in full force and effect.

14.3 No Waiver

Our failure to enforce any right or provision does not constitute a waiver of such right or provision.

14.4 Assignment

You may not assign your rights or obligations without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.5 Professional Standards

We adhere to professional standards for M&A advisors and business brokers, including ethical obligations regarding confidentiality, conflicts of interest, and client representation.

15. Contact Information

If you have questions about these Terms, please contact us:

Oxford Highland Advisors

2684 Derby Walk NE

Atlanta, GA 30319

Email: legal@oxfordhighland.biz

Phone: +1 (404) 240-0235

Last Updated: February 4, 2026