Broker Agreement

In this Agreement:

• “Agent” means any individual authorised by you to access your account.
• “Client” means any person or entity on whose behalf you publish a Listing.
• “Client Acknowledgement” means a written confirmation from a Client that:
  • (a) you are authorised to act;
  • (b) Listing information is accurate; and
  • (c) NDAs entered via the Platform are binding on the Client.
• “Listing” means a business-for-sale listing published on the Platform.
• “Platform” means the Fair Handover marketplace.
• “Transaction” means any sale or proposed sale arising from a Listing.

This Agreement governs:

• your authority and obligations as a broker;
• your management of Agents;
• fees and billing;
• indemnity obligations;
• data protection responsibilities.

3.1 Principal relationship

You contract with us as principal, not as agent. You remain fully liable for all obligations under this Agreement regardless of your relationship with any Client.

3.2 Business use only

You confirm you are acting in the course of business. Consumer protections do not apply.

3.3 Regulatory compliance

You warrant that you:

• hold all required licences and registrations;
• comply with all applicable laws, including:
  • Anti-Money Laundering regulations;
  • sanctions regimes;
  • data protection law;
• have completed all required KYC/AML checks for each Client.

We do not perform regulatory checks on your behalf.

3.4 Authority for each Client (critical clause)

You warrant that, before publishing any Listing, you have valid, current, written authority from the Client to:

• publish the Listing;
• communicate with buyers;
• bind the Client to NDAs entered via the Platform;
• participate in Platform disclosure processes.

This authority must:

• exist before publication; and
• remain valid throughout the Listing lifecycle.

You must immediately:

• notify us of any withdrawal or limitation of authority; and
• amend or remove affected Listings.

3.5 Client Acknowledgement

You must obtain and retain a Client Acknowledgement for each Listing.

Retention period: 6 years from Listing closure (minimum) or longer if required by law.

You must provide copies upon reasonable request where:

• a dispute arises; or
• a regulator makes enquiries.

3.6 Listing accuracy

You are solely responsible for all Listing content.

You must:

• ensure information is accurate and not misleading;
• take reasonable steps to verify Client-provided data.

We do not verify Listings.

3.7 Directory Profile

Where you opt your firm into the public broker directory (the “Directory”), you warrant that all content submitted for your Directory Profile is accurate, lawful, up to date, and not misleading.

This includes:

• your firm name and trading identity;
• logo and branding materials;
• postcode prefixes covered or any nationwide-coverage indication;
• sectors handled;
• your public-facing firm biography;
• public contact details, including email address and any optional telephone number.

Directory Profiles must not contain false claims of accreditation, regulatory status, qualification, awards, transaction volume, or professional membership.

Directory Profile content constitutes User Content for the purposes of this Agreement. The accuracy obligations in clause 3.6, the moderation and removal rights in clause 6.2, and the indemnity in clause 7 apply to Directory Profile content in the same manner as they apply to Listings.

You grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, publish, index, cache, and display your Directory Profile content on the Platform and through third-party search engines and indexing services for so long as you remain opted into the Directory.

You may withdraw from the Directory at any time through your dashboard or by contacting privacy@fairhandover.co.uk. Following withdrawal, we will remove the Directory Profile from public display within a reasonable period. Cached or archived copies held by third-party search engines or internet archiving services may continue to appear for a period outside our control.

We may suspend, reject, edit, or remove a Directory Profile where reasonably necessary:

• to comply with legal or regulatory obligations;
• to investigate complaints or suspected misconduct;
• where content breaches this Agreement; or
• to protect the reputation, integrity, security, or operation of the Platform.

You may appoint Agents under your account.

You must ensure all Agents:

• are properly authorised;
• are bound by confidentiality obligations;
• comply with this Agreement.

You are fully liable for all Agent actions, including:

• misuse of the Platform;
• confidentiality breaches;
• regulatory violations.

You must revoke access immediately when authority ends.

We may suspend individual Agents where reasonably justified.

5.1 Fee structure

• £0.30 per Listing per day
• Charged daily while Listing is live (including paused)
• No success fee

Fees are exclusive of VAT.

5.2 Billing

• Invoiced monthly in arrears
• Payment due within 14 days

5.3 Late payment

We may:

• charge statutory interest (Late Payment of Commercial Debts Act 1998);
• apply fixed penalties;
• suspend Listings and access;
• recover enforcement costs.

5.4 Trials

Where a free trial is agreed:

• no fees accrue during the trial;
• charges begin immediately after the trial ends.

6.1 Termination

Either party may terminate on 30 days’ written notice.

You may not create new Listings during the notice period.

6.2 Immediate suspension

We may suspend or terminate immediately where reasonably necessary, including for:

• breach of this Agreement;
• misleading Listings;
• regulatory concerns;
• non-payment;
• risk of legal liability.

6.3 Effect of termination

• Listings will be closed unless agreed otherwise
• Outstanding fees remain payable

Clauses surviving termination include: 3.4, 4, 7, 8, 9.

You shall indemnify and keep indemnified us against all losses, claims, liabilities, damages, and costs arising from:

• inaccurate or misleading Listings;
• Client disputes;
• NDA or confidentiality breaches;
• Agent actions;
• regulatory investigations or enforcement;
• AML/KYC failures;
• third-party claims connected to your Listings.

This is a full indemnity, including legal costs.

8.1 Independent controllers

Each party acts as an independent data controller.

No joint controllership is created.

8.2 Your obligations

You warrant that:

• you have lawful bases for all personal data;
• you have provided required privacy notices;
• you comply with UK GDPR.

8.3 Cooperation

Both parties will reasonably assist with:

• data subject requests;
• regulatory enquiries;
• breach responses.

8.4 Breach notification

You must notify us without undue delay of any reportable personal data breach affecting Platform data.

The liability provisions in the Terms apply, including:

• financial cap based on fees paid in previous 12 months;
• exclusion of indirect or consequential losses.

Nothing excludes liability for:

• fraud;
• death or personal injury;
• liabilities that cannot be excluded under law.

You acknowledge that:

• you have not relied on any representation outside this Agreement;
• you are responsible for your own professional advice.

This Agreement supplements the Terms.

Where there is conflict, this Agreement prevails for broker-specific matters.

We may update this Agreement.

• Material changes will be notified in advance.
• Existing Listings remain governed by the version in force at publication.

13.1 Assignment

You may not assign this Agreement without our consent.

13.2 Entire agreement

This Agreement and the Terms constitute the entire agreement.

13.3 Third party rights

No third party has rights under this Agreement.

13.4 Governing law

This Agreement is governed by the laws of England and Wales.

13.5 Jurisdiction

The courts of England and Wales have exclusive jurisdiction.