What Is a Letter of Intent When Buying an Online Business?
Written by Christopher Krassnig - Founder - Kairos Exchange and ZenoX Media.
Published
- Checks in every memo8
- Automatic on day one3 of 8
- Read by handad spend and processor payouts
- Tracked ecom salesEUR 200M+ZenoX ad-management figures, not Kairos deal volume - Kairos hasn't closed a deal yet.
A letter of intent, or LOI, is the short pre-contract where buyer and seller record the proposed price, structure, and timeline before due diligence starts. It is mostly non-binding, so the price can still move if diligence finds problems. Kairos LOIs do not grant exclusivity. Confidentiality binds, and the seller may keep taking backup offers.
Looking to buy one? Join the buyer waitlist
What Belongs in It
The headline price and what it assumes, the deal structure and any holdback or seller financing in outline, what access the buyer gets during diligence, and the target closing date. Short is fine. An LOI that tries to be the full contract just delays the actual one.
The Online-Store Specifics
Generic LOI templates never mention the thing an ecom deal runs on: data access. Spell out that diligence includes read-only access to the store's order data and ad accounts, and what happens to that access if the deal dies. A seller who agrees to sell but resists read-only access is answering a different question than the one you asked.
What It Is Not
The LOI is not the purchase agreement. Signing one does not sell the store, and walking away is normal when diligence finds a real problem. On Kairos it also does not take the store off the market. The seller may keep taking backup offers, so both sides have a reason to move without pretending the proposed terms are final.
Related questions
Terms Used
Letter of Intent
Letter of Intent is a short, mostly non-binding document where a buyer and seller record a proposed price, deal structure, and timeline before due diligence begins.
Exclusivity Period
Exclusivity Period is the window a seller agrees not to shop a deal to any other buyer.
Due Diligence
Due Diligence is the buyer's process of checking a seller's claims against the store's own source data before money moves.
Buying a Store Somewhere Else?
Kairos Due Diligence works on any deal - Flippa, a broker, a private sale. A person reads the store's raw numbers and writes you a report. If the deal is bad, the report says walk away. From EUR 1.5K, no account needed.
Answered. Now Get in Line for the First Store
When the doors open, verified stores go to the waitlist first. You have done the reading part. The list is the part with a queue.