Last Updated: October 10, 2025
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Seller," "you," or "your") and Zastre, Kent, Wilson LLC, a British Columbia corporation ("Company," "Buyer," "we," "us," or "our") regarding your use of the zastrekentwilson.com website and all related services, including the potential sale of your business to ZKW Group.
By accessing our website, submitting an application, providing business information, or entering into any transaction with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services or proceed with any transaction.
ZKW Group is a business acquisition company that purchases marketing agencies and service-based businesses. We provide:
Important: ZKW Group purchases businesses directly. We are the buyer, not a broker or intermediary. There are no consulting fees, advisory fees, or success fees charged to you. We make our return by acquiring, operating, and/or reselling businesses.
Specific transaction terms, purchase price, timelines, and conditions are detailed in individual Letters of Intent (LOIs) and Purchase Agreements.
You must be at least 18 years old and have the legal capacity to enter into binding agreements. By using our services, you represent that you meet these requirements.
You represent that you have the full legal authority to sell, transfer, or otherwise transact regarding the business entity you represent, and that you own or control all business assets, intellectual property, and rights necessary to complete a sale.
You warrant that all information provided to us regarding your business—including but not limited to financial statements, customer lists, revenue figures, operational data, contracts, liabilities, and legal documentation—is accurate, complete, and current. You agree to promptly update any information that becomes inaccurate or outdated.
Material misrepresentation of business facts may result in:
You agree to cooperate fully with our due diligence process, provide requested documentation in a timely manner, and disclose all material facts about your business that could affect valuation, transaction viability, or business operations post-acquisition.
ZKW Group does not charge you any fees for our acquisition services. There are no consulting fees, advisory fees, success fees or commissions, broker fees, listing fees, or due diligence fees. We generate our return by purchasing your business directly.
Our offers vary based on individual business circumstances, financial performance, market conditions, and our acquisition criteria. The purchase price, payment structure, and payment terms for your business will be detailed in the initial Letter of Intent (LOI) and the final Purchase Agreement.
Each offer is customized based on factors including but not limited to:
All offers are subject to successful completion of due diligence, verification of all financial and operational representations, no material adverse changes to the business, and satisfaction of all conditions outlined in the LOI and Purchase Agreement.
Purchase funds are typically held in escrow and released according to the terms of the Purchase Agreement. Closing costs, legal fees, and escrow fees are allocated as specified in the transaction documents.
Depending on the specific circumstances of your business, our offers may include various structures such as all-cash transactions, structured payment arrangements, earnout provisions tied to performance milestones, or consulting or transition agreements. The specific structure will be clearly outlined in your LOI and Purchase Agreement.
By submitting an application or business information to ZKW Group, you authorize us to review your business information, agree to preliminary valuation discussions, consent to us contacting you regarding a potential transaction, and understand that submission does not guarantee a purchase offer.
Neither party has any obligation to proceed with a transaction until a binding Letter of Intent or Purchase Agreement is executed. Either party may terminate discussions at any time prior to LOI execution without liability.
If we issue an LOI, we will conduct due diligence on your business, including financial statement verification, customer and contract review, legal and regulatory compliance assessment, operational systems and team evaluation, and technology and asset verification. You agree to provide full access and cooperation during this period.
If during due diligence we discover material adverse changes, undisclosed liabilities, or material misrepresentations, we reserve the right to renegotiate purchase price, modify transaction terms, or withdraw our offer entirely.
By proceeding with a transaction, you represent and warrant that:
All representations and warranties survive the closing of the transaction and may be enforced by ZKW Group post-closing as specified in the Purchase Agreement.
You agree to indemnify ZKW Group for losses resulting from breach of any representation or warranty, as detailed in the Purchase Agreement.
Both parties agree to maintain strict confidentiality regarding the existence and terms of any potential transaction, business financial information and operational data, proprietary systems, methodologies, and processes, customer and vendor information, and any non-public information exchanged during discussions.
Prior to receiving detailed business information, you may be required to execute a separate Non-Disclosure Agreement (NDA). The terms of any executed NDA are incorporated into these Terms by reference.
Confidential information may be disclosed only to legal, financial, or tax advisors under confidentiality obligations, as required by law or court order (with prior notice to the other party where possible), or to the extent necessary to complete the transaction.
You agree not to use confidential information to compete with ZKW Group or to interfere with our business relationships, including relationships with other sellers, buyers, or business partners.
If specified in a Letter of Intent, you agree to an exclusivity period during which you will negotiate exclusively with ZKW Group, not solicit, encourage, or accept offers from other buyers, not market your business to other parties, not provide confidential business information to competing buyers, and cooperate diligently to complete due diligence and close the transaction.
Breach of exclusivity provisions may result in immediate termination of our purchase offer, liability for our documented costs and damages, or loss of any deposits or earnest money (if applicable). Exclusivity terms and remedies are detailed in the LOI.
You agree to comply with all applicable laws and regulations, provide accurate and complete business information, maintain the security and confidentiality of all shared information, cooperate fully with due diligence requests, act in good faith throughout the transaction process, maintain business operations in the ordinary course during negotiations, and preserve business value.
You may not misrepresent your business's financial condition, operations, or assets, withhold material information, artificially inflate revenue or manipulate financial statements, engage with competing buyers during any exclusivity period, use our proprietary information or systems for any purpose other than the transaction, remove, destroy, or alter business records or assets during negotiations, solicit or hire our employees or contractors, or disparage ZKW Group or interfere with our business operations.
All methodologies, systems, processes, templates, data room structures, valuation models, and other intellectual property used or disclosed by ZKW Group during the transaction process are owned by ZKW Group or our licensors and are protected by copyright, trademark, trade secret, and other intellectual property laws.
Any access to our systems or methodologies is provided solely to facilitate your potential transaction with us. You may not copy, reproduce, or reverse engineer our systems, share our methodologies with third parties, use our intellectual property for any purpose other than your transaction with us, or create derivative works or competing services.
Upon closing, you agree to transfer all intellectual property, trademarks, customer lists, proprietary systems, and other business assets to ZKW Group as specified in the Purchase Agreement.
Your privacy is important to us. Our collection and use of personal and business information is governed by our Privacy Policy, which is incorporated into these Terms by reference and complies with applicable British Columbia and Canadian privacy laws.
By engaging with us, you consent to our collection and use of business financial data and operational information, personal information for transaction facilitation and identity verification, communication records for quality assurance and legal compliance, and credit and background check information (where applicable).
We will not share your confidential information with third parties except as necessary to complete the transaction or as required by law.
IMPORTANT: While we strive to make competitive offers on qualifying businesses, we do not guarantee that we will make an offer on every business submitted, any specific purchase price or valuation, that due diligence will result in successful closing, or any specific timeline beyond what is stated in a binding LOI.
Our offers are contingent on satisfactory completion of due diligence. Issues discovered during due diligence may result in price adjustments or transaction termination.
Any discussions, information, or guidance provided by ZKW Group regarding your business operations, valuation, or exit strategy are for informational purposes only and do not constitute professional financial, legal, tax, or business advice. You should consult with your own independent advisors before making any decisions.
ZKW Group does not provide tax or legal advice. You are solely responsible for understanding the tax implications of selling your business and should consult with qualified tax and legal professionals before completing any transaction.
Business valuations and acquisition terms are subject to market conditions, economic factors, and industry trends beyond our control. We reserve the right to adjust our acquisition criteria and offer terms based on changing market conditions.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR BUSINESS OPPORTUNITIES, LOST BUSINESS VALUE, FAILED TRANSACTIONS OR BUSINESS DETERIORATION DURING NEGOTIATIONS, REPUTATIONAL HARM, EMOTIONAL DISTRESS, OR BUSINESS INTERRUPTION.
This exclusion applies regardless of the theory of liability and even if advised of the possibility of such damages. EXCEPTION: This limitation does not apply to breaches of confidentiality, non-circumvention obligations, or fraud.
Prior to execution of a Purchase Agreement, our total liability to you for all claims arising from these Terms or our transaction discussions shall not exceed $10,000 CAD.
Post-closing liability for both parties is governed by the indemnification provisions in the Purchase Agreement.
These limitations reflect the allocation of risk between the parties and are an essential basis of our agreement. They will apply even if any limited remedy fails of its essential purpose.
Nothing in these Terms limits liability for fraud or fraudulent misrepresentation, gross negligence or willful misconduct, breaches of confidentiality or misappropriation of trade secrets, death or personal injury caused by negligence, or any liability that cannot be excluded under British Columbia or Canadian law.
You agree to indemnify, defend, and hold harmless ZKW Group, its officers, directors, shareholders, employees, and agents from any claims, losses, damages, liabilities, costs, or expenses (including reasonable attorney fees) arising from:
ZKW Group agrees to indemnify you from claims arising from our gross negligence, willful misconduct, or breach of confidentiality obligations, subject to the limitations outlined in these Terms.
Detailed indemnification procedures, caps, and survival periods are specified in the Purchase Agreement.
These Terms and any transaction arising from them are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.
You agree that any legal action or proceeding relating to these Terms or any transaction will be brought exclusively in the courts of British Columbia, and you consent to the personal jurisdiction of such courts.
Except as noted below, all disputes arising from or relating to these Terms or any transaction must be resolved through binding arbitration rather than in court.
Exceptions to Arbitration:
Arbitration will be conducted under the Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre (BCICAC). The arbitration will take place in Vancouver, British Columbia, or remotely at mutual agreement of the parties. Each party will bear its own costs and attorney fees unless the arbitrator awards costs to the prevailing party.
YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION against ZKW Group. All claims must be brought individually.
Before initiating arbitration or litigation, the parties agree to engage in good-faith negotiation for at least 30 days following written notice of the dispute.
Prior to execution of a binding Letter of Intent, either party may terminate discussions at any time without liability, subject to the survival of confidentiality obligations.
After executing an LOI, either party may terminate for breach by the other party. We may terminate if due diligence reveals material adverse information. You may terminate if we fail to proceed in accordance with LOI timelines (subject to force majeure). Either party may terminate by mutual written agreement.
We may terminate negotiations immediately for material breach of these Terms, misrepresentation or fraud, failure to cooperate with due diligence, material adverse change to the business, breach of exclusivity or confidentiality obligations, or any conduct that damages our reputation or business interests.
Upon termination, all confidentiality obligations continue indefinitely, non-circumvention obligations continue for 24 months, you must return or destroy all ZKW Group confidential materials, we must return or destroy all business information (subject to legal retention requirements), any deposits or earnest money are handled as specified in the LOI, and sections relating to confidentiality, intellectual property, indemnification, limitation of liability, and dispute resolution survive termination.
Neither party is liable for any failure or delay in performance due to circumstances beyond reasonable control, including but not limited to acts of God, natural disasters, pandemics, public health emergencies, war, terrorism, civil unrest, government actions, changes in laws or regulations materially affecting M&A transactions, market crashes or economic crises, technical failures, cyberattacks, infrastructure disruptions, or labor disputes or strikes.
If any provision of these Terms is found unenforceable or invalid by a court of competent jurisdiction, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.
No waiver of any term or condition is effective unless in writing and signed by the party waiving the right. Our failure to enforce any term does not waive our right to enforce it later or to enforce other terms.
You may not assign or transfer your rights or obligations under these Terms or any LOI/Purchase Agreement without our prior written consent.
We may assign these Terms and any related agreements at any time without notice, including to affiliated entities or subsidiaries, special purpose acquisition vehicles for the transaction, lenders or financing sources, or successor companies in the event of merger or acquisition.
These Terms, together with our Privacy Policy, any executed Non-Disclosure Agreement, any Letter of Intent, any Purchase Agreement, and any written amendments signed by both parties constitute the entire agreement between you and ZKW Group regarding our services and any potential transaction. These Terms supersede all prior agreements, understandings, representations, and discussions (whether written or oral) relating to the subject matter herein.
Order of Precedence: In the event of conflict between documents: (1) Fully executed Purchase Agreement, (2) Executed Letter of Intent, (3) Executed Non-Disclosure Agreement, (4) These Terms and Conditions, (5) Marketing materials, website content, or preliminary discussions.
We reserve the right to modify these Terms at any time. We will notify you of material changes by posting updated Terms on our website with a new "Last Updated" date and sending email notification to your registered email address.
For active transactions: Changes to these Terms do not apply to transactions where an LOI has already been executed unless both parties agree in writing. Pre-LOI discussions are subject to the Terms in effect at the time of LOI execution.
All formal notices under these Terms must be in writing and delivered to:
For ZKW Group:
Zastre, Kent, Wilson LLC
410 West Georgia Street
3rd Floor
V6B 1Z3 Vancouver
British Columbia, Canada
Email: reception.greenlamp@spacesworks.com
Phone: +1 (604) 670-6140
Attention: Legal Department
For Seller: To the email address and mailing address provided in your application or LOI.
Notices are deemed received: if by email, upon confirmation of delivery; if by courier, upon delivery confirmation; if by registered mail, 3 business days after mailing.
Once a Purchase Agreement is executed, it becomes the primary governing document for the transaction and supersedes these Terms to the extent of any conflict, except for provisions that expressly survive (confidentiality, dispute resolution, etc.).
If the LOI requires an earnest money deposit, the handling, return, and forfeiture conditions are specified in the LOI and escrow instructions.
Purchase price adjustments for working capital, inventory, accounts receivable, or other items are detailed in the Purchase Agreement.
The transaction is subject to satisfaction of all closing conditions specified in the LOI and Purchase Agreement, which may include satisfactory completion of due diligence, third-party consents (landlords, key customers, lenders), no material adverse change, delivery of all required documentation, and regulatory approvals (if applicable).
ZKW Group may, at its discretion, obtain representations and warranties insurance. This does not limit your indemnification obligations as specified in the Purchase Agreement.
IMPORTANT NOTICE: By using our website, submitting an application, providing business information to ZKW Group, or executing any agreement with us, you acknowledge that you have:
We strongly recommend that you retain qualified legal counsel to review any LOI or Purchase Agreement before signing.
For questions about these Terms or to discuss a potential transaction, please contact us:
ZKW Group
Zastre, Kent, Wilson LLC
Address:
410 West Georgia Street
3rd Floor
V6B 1Z3 Vancouver
British Columbia, Canada
Email: reception.greenlamp@spacesworks.com
Phone: +1 (604) 670-6140
Website: zastrekentwilson.com
This Terms and Conditions document is designed to protect the business interests of ZKW Group and establish the framework for business acquisition transactions. This document should be reviewed by qualified legal counsel familiar with British Columbia corporate law, Canadian tax law, and M&A regulations before implementation.
This document does not constitute legal, tax, or financial advice. Both parties should seek independent professional counsel for transaction-specific matters.
Zastre, Kent, Wilson LLC
Effective Date: October 10, 2025