Seller Agreement

Key definitions:

• “Completion” — transfer of ownership + receipt of initial consideration.
• “Connected Person” — any entity or individual:
  • controlling or controlled by a party;
  • under common control;
  • acting on their behalf;
  • including spouses, civil partners, beneficial owners, and entities where material interest exists.
• “Effective Cause” — a cause materially contributing to a Transaction.
• “Introduction” — NDA signed or identity disclosed via Platform.
• “Sale Price” — total economic consideration (see clause 6.2).
• “Tail Period” — 18 months from Introduction.
• “Transaction” — any arrangement transferring economic value of the business.

This Agreement governs:

• seller warranties;
• pricing plan selection;
• Success Fee mechanics;
• audit and enforcement rights.

You warrant that:

3.1 Accuracy

All listing information is accurate, complete, and not misleading.

3.2 Authority

You:

• own the business; or
• are fully authorised to sell it.

3.3 Legal status

The business:

• is not subject to insolvency or legal restriction preventing sale.

3.4 No conflicting obligations

You are not breaching any exclusive agency agreement.

3.5 Good faith

You are genuinely intending to sell.

3.6 Business use

You act in the course of a business (not as a consumer).

We may request reasonable verification, including:

• identity documents;
• ownership evidence;
• third-party confirmation.

Failure to comply may result in suspension.

5.1 Monthly Plan

• £19/month
• No Success Fee
• Cancel anytime (end of billing period)

5.2 Success Plan

• No upfront cost
• 1% of the Sale Price (exclusive of VAT), plus any applicable VAT, payable on Completion.

5.3 VAT

All fees stated in this Agreement are exclusive of VAT. Where VAT is chargeable, it will be added at the applicable rate.

6.1 Completion

Completion occurs when:

• ownership transfers; and
• initial consideration is received.

6.2 Sale Price

Includes:

• cash consideration;
• deferred/contingent payments;
• non-cash consideration;
• stock value;
• property value;
• disguised consideration (e.g. consultancy, employment, royalties).

Calculated:

• gross of debt assumed;
• excluding VAT.

6.3 Tail Period and Effective Cause

The Success Fee applies where:

• a buyer was Introduced via the Platform; and
• that Introduction was an Effective Cause of the Transaction; and
• Completion occurs within 18 months.

This includes:

• indirect causation;
• series of dealings;
• post-listing transactions.

Commercial justification

The Seller acknowledges that:

• business sales are long-cycle transactions;
• introductions may lead to delayed completion;
• the Tail Period protects our legitimate commercial interest.

6.4 Payment timing

• Fee due 14 days after Completion.
• Deferred consideration: payable as received.

6.5 Notification

You must notify us within 7 days, including:

• buyer identity;
• Completion date;
• Sale Price breakdown;
• supporting documents.

Failure = material breach.

6.6 Audit rights

We may audit only where:

• there is a reasonable and evidenced basis.

Audit must be:

• proportionate;
• limited in scope;
• confidentiality protected.

You may redact irrelevant information.

Timing

Audit requests will be made within a reasonable period following awareness of a relevant Completion or suspected misstatement. This will typically be within 24 months, but may extend beyond where reasonably justified.

Scope

An audit request may include, where reasonably required, transaction documentation, payment evidence, and related agreements affecting the Sale Price.

Lawful basis

Processing is carried out under:

• legitimate interest in enforcing contractual rights.

6.7 Late payment

We may apply:

• statutory interest;
• fixed compensation;
• recovery costs.

6.8 Anti-circumvention (Makdessi-compliant)

The Success Fee is:

• a core commercial term, not a penalty;
• consideration for access to Introduced buyers.

It applies regardless of:

• transaction structure;
• intermediaries;
• timing manipulation.

If Sale Price is unclear:

• it will be determined on a reasonable, objective basis;
• you will have opportunity to respond.

6.9 Anti-avoidance

You must not structure transactions to avoid the fee.

6.10 Debt enforceability

The Success Fee is:

• a contractual debt;
• payable irrespective of:
  • negotiation location;
  • Platform involvement level;
  • transaction structure.

• Plan locked per listing.
• Switching requires new listing.
• Tail Period survives closure.

Discretionary refunds

We may, at our discretion, offer refunds or credits in appropriate circumstances, but we are under no obligation to do so.

You are solely responsible for listing accuracy.

Where misrepresentation occurs:

• we may suspend your account;
• Success Fee remains payable if Completion occurred.

Fee survival

The Success Fee remains payable even if:

• the Transaction is later disputed or unwound.

Except where:

• Completion never occurred.

The Terms of Service apply alongside this Agreement.

This Agreement prevails for:

• fees;
• warranties;
• enforcement;
• audit rights.

We may update this Agreement.

• Existing listings remain governed by their original version.

11.1 Governing law

England and Wales.

11.2 Jurisdiction

Courts of England and Wales.

11.3 No agency

No partnership or agency relationship created.

11.4 Assignment

Not permitted without consent.

11.5 Entire agreement

This Agreement + Terms = entire agreement.