Terms of Service

Fair Handover provides an online marketplace enabling users to:

• publish business-for-sale listings;
• connect buyers and sellers;
• manage NDAs and communications.

We:

• do not act as broker, agent, intermediary, or fiduciary;
• do not negotiate or structure transactions;
• do not verify users, listings, or information;
• do not participate in or become party to any transaction.

No duty of care

To the fullest extent permitted by law, we do not assume any duty of care to:

• verify listings, users, or transactions;
• prevent fraud, misrepresentation, or failed transactions;
• ensure any buyer or seller is genuine, solvent, or capable.

Users are solely responsible for their decisions and outcomes.

If you publish a listing:

• Direct sellers are governed by the Seller Agreement;
• Brokers are governed by the Broker Agreement.

Those agreements:

• sit alongside these Terms;
• prevail where they address specific subject matter.

Each listing is either:

• a direct seller listing, or
• a broker-mediated listing,

but never both.

When accessing listing details:

• you must sign a listing-specific NDA;
• you agree to act in good faith;
• you must not misuse confidential information.

The NDA:

• is a binding agreement between buyer and seller;
• does not involve Fair Handover as a party.

We accept no liability for:

• breach of NDA;
• misuse of information;
• disputes between users.

4.1 Licence to us

You grant us a non-exclusive, royalty-free, worldwide licence to:

• host;
• display;
• reproduce;
• promote

your content for the purpose of operating and marketing the Platform.

This licence ends when content is removed (subject to backups and legal retention).

4.2 Your warranties

You warrant that:

• you own or control all rights in your content;
• your content is lawful and accurate;
• it does not infringe third-party rights.

4.3 Content indemnity

You will indemnify us against any claim arising from:

• your content;
• infringement of third-party rights;
• misleading or unlawful information.

We may suspend, restrict, or remove access where reasonably necessary, including where:

• Terms are breached;
• content is misleading or unlawful;
• the Platform is being misused;
• legal or regulatory risk arises.

We may act:

• with notice where practicable, or
• immediately where necessary (e.g. fraud risk).

We process personal data in accordance with our Privacy Policy.

6.1 Controller status

• We act as an independent controller of Platform data;
• Users act as independent controllers of data exchanged between them.

No joint controllership is created.

6.2 Data sharing

• Buyer/seller details are shared only as necessary for transactions;
• NDA records are retained for legal purposes.

7.1 Liability cap

To the maximum extent permitted by law, our total liability is limited to the greater of:

• £5,000, or
• 10× the fees paid by you in the previous 12 months.

7.2 Excluded losses

We are not liable for:

• loss of profit;
• loss of business or opportunity;
• loss of goodwill;
• loss of data;
• indirect or consequential loss.

7.3 Non-excludable liability

Nothing excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be excluded by law.

7.4 Reasonableness (UCTA support)

The parties agree this limitation is reasonable because:

• the Platform is a self-service marketplace;
• fees are low relative to transaction values;
• users retain control over transactions;
• users can obtain professional advice and insurance;
• risk is more appropriately borne by transacting parties.

You confirm that you have not relied on any statement not expressly set out in these Terms.

In particular:

• listings are not verified by us;
• valuations are indicative only;
• nothing constitutes advice or recommendation.

You are solely responsible for:

• due diligence;
• verifying counterparties;
• obtaining professional advice;
• assessing transaction risks.

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

• your use of the Platform;
• your breach of these Terms;
• any transaction you enter into;
• disputes with other users.

This indemnity:

• applies on a full indemnity basis;
• includes legal and professional costs.

We do not guarantee that the Platform will be:

• uninterrupted;
• secure;
• error-free.

We may:

• suspend or modify the Platform;
• perform maintenance;
• respond to security or legal issues.

We are not liable for resulting loss.

All Platform rights are owned by or licensed to us.

You may not:

• scrape or extract data;
• use automated tools;
• reverse engineer;
• train machine learning models on Platform data;
• reproduce or commercialise Platform content.

13.1 Governing law

England and Wales.

13.2 Jurisdiction

Courts of England and Wales have exclusive jurisdiction.

13.3 Business use

You confirm you are acting in the course of a business and not as a consumer.

13.4 No agency

No partnership, agency, or fiduciary relationship is created.

13.5 Assignment

You may not assign your rights without our consent.

13.6 Severability

Invalid provisions do not affect the remainder.

13.7 Updates

We may update these Terms.

• Material changes will be notified;
• Continued use = acceptance.

13.8 Entire agreement

These Terms, together with:

• Privacy Policy;
• Seller Agreement / Broker Agreement;
• NDAs,

form the entire agreement.