Terms of Business: Supplier Listing Agreement

Date: 3 February 2026 (or such other date stated in the Order Form)

Parties

Platform Owner: Asset Connect Limited of Portland House, 11-13 Station Road, Kettering, Northamptonshire NN15 7HH (16360337) (Asset Connect Limited) Platform, Platform Owner, Operator, we, us, our).

Finance Broker: Aureum Finance Limited (10922051) (Aureum Finance Limited) together with Aureum Private Finance Limited (16542599) (Aureum Private Finance Limited) of Portland House, 11-13 Station Road, Kettering, Northamptonshire NN15 7HH (Finance Broker)

Supplier: [Supplier Legal Name] of [Registered Address] (company number []) (Supplier, you, your).

Background

A. The Platform operates the website at http://www.assetconnect.co.uk (the Website) which facilitates the listing and marketing of assets for sale.

B. The Supplier wishes to list items on the Website and agrees to these Terms.

1. Definitions and Interpretation

1.1 Assets means the goods, equipment, inventory, materials, vehicles, machinery, or other items listed for sale by the Supplier on the Website (each a Listing).
1.2 Buyer means any person who views, enquires about, bids for, or purchases Assets via the Website.
1.3 Content means all text, images, videos, specifications, descriptions, data sheets, and other material provided or made available by the Supplier for use on the Website.
1.4 Fees means the fees payable to the Platform under clause 7 and any applicable schedule or order form.
1.5 Order Form means any document, online order, onboarding form, or statement of work that sets out commercial terms (including Fees) and forms part of this agreement.
1.6 Sale Contract means the contract for sale of an Asset between Supplier and Buyer (and not with the Platform), unless expressly stated otherwise in an Order Form.
1.7 References to a statute include any amendment or re-enactment. Headings do not affect interpretation.

1.8. Aureum Finance Limited or Aureum Private Finance Limited – Finance Broker sourcing finance for the Buyers.

2. Appointment, Platform Role and Scope

2.1 The Supplier appoints the Platform to provide access to the Website for the purpose of creating Listings and marketing the Supplier’s Assets to potential Buyers.

2.2 Platform status:
The Supplier confirms that the Platform has no authority to:
(a) make representations, warranties or commitments on the Supplier’s behalf;
(b) bind the Supplier to any Sale Contract; or
(c) negotiate or agree any terms with a Buyer unless expressly agreed in an Order Form.
The Supplier must not represent otherwise to any Buyer.

2.3 The Platform may (but is not obliged to) provide ancillary services, including enquiry routing, lead management tools, messaging, and promotional placement, as described on the Website and/or in an Order Form.

2.4 The Platform does not guarantee views, enquiries, bids, or sales.

2.5 No agency, partnership or brokerage
Nothing in these Terms shall create any agency or brokerage relationship. The Platform acts solely as a passive technology provider.

2.6 Finance services disclaimer
The Platform is not a credit broker and accepts no liability for third-party finance services.

2.5 Third-party services and links
The Website may integrate or link to third-party services (including mapping, messaging, identity verification, analytics, or advertising channels). The Platform is not responsible for third-party services and does not warrant their availability, accuracy, or performance.

3. Supplier Onboarding and Account

3.1 The Supplier must provide accurate onboarding information, including corporate details, beneficial ownership information, VAT registration (if applicable), and bank details (if payment services are provided).

3.2 The Platform may require identity verification, company verification, and other due diligence. The Platform may suspend onboarding or Listings until verification is completed to the Platform’s satisfaction.

Verification checks are limited and do not guarantee identity or legitimacy.

3.3 The Supplier must keep account credentials secure and must promptly notify the Platform of any unauthorised use.

3.4 Minimum Listing Requirement:
The Supplier must maintain a minimum of five (5) active Listings on the Website at all times to qualify as a Supplier.

4. Listing Requirements and Content Standards

4.1 The Supplier must ensure each Listing is complete, accurate, and not misleading, including:

(a) clear description, make/model (if applicable), condition, quantity, age/year, hours/usage, serial numbers where appropriate, and known defects;

(b) clear pricing structure (fixed price / guide price / reserve / POA), currency, and VAT status;

(c) location, availability date, and any collection/delivery constraints;

(d) photographs that fairly represent the Asset’s condition.

4.2 The Supplier must promptly update Listings where circumstances change (including withdrawal, sale elsewhere, price changes, or material changes in condition).

4.2.1. The Supplier must remove listed items once sold or withdrawn from sale within 48hours. If not done, the Platform reserves the right to remove such listing. 

4.3 The Platform may impose formatting and technical requirements and may edit Content for consistency and presentation, provided such edits do not materially change the substance of the Listing.

4.4 Platform annotations and warnings
The Platform may (without assuming responsibility for accuracy) add labels, flags, warnings, or explanatory notes to a Listing where the Platform reasonably considers this is necessary to:
(a) improve clarity for Buyers;
(b) address suspected misleading statements;
(c) comply with law, enforcement requests, or platform policies; or
(d) reduce fraud and safety risks.

5. Prohibited and Restricted Items; Compliance

5.1 The Supplier must not list any Assets that are:
(a) illegal to sell, possess, or transfer in the UK;
(b) subject to sanctions or export control restrictions applicable to the Supplier, Buyer, or transaction;
(c) recalled, unsafe, or non-compliant with applicable product safety requirements; or
(d) subject to third-party rights (including finance, hire purchase, liens, retention of title, or security interests) unless clearly disclosed and the sale can lawfully proceed.

5.2 The Supplier is solely responsible for compliance with all applicable laws and standards relating to the Assets and any Sale Contract, including (where applicable): product safety, labelling, CE/UKCA requirements, environmental requirements (including WEEE), hazardous substances, and sector-specific regulations.

5.3 Where the Supplier sells to consumers, the Supplier is solely responsible for compliance with applicable consumer protection law (including the Consumer Rights Act 2015 and Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 where applicable).

5.4 The Platform may remove or suspend Listings where it reasonably considers an Asset or Listing breaches clause 5 or creates legal, reputational, or operational risk.

5.5 Platform not seller
The Platform is not the seller; all contracts are between Supplier and Buyer.

6. Supplier Warranties

The Supplier warrants, on a continuing basis, that:
6.1 it has full power and authority to enter into and perform these Terms;
6.2 all Content and Listings are accurate, complete, current, and not misleading;
6.3 it owns the Assets listed or is otherwise authorised to sell them and will transfer good title free from undisclosed encumbrances (or, if encumbrances exist, they are fully disclosed in the Listing and can lawfully be dealt with);
6.4 it holds all licences, consents, approvals, and permissions required to market and sell the Assets;
6.5 the Content does not infringe third-party intellectual property rights, privacy rights, or database rights and does not contain defamatory or unlawful material.

6.6 The Supplier confirms that all information provided to the Platform is accurate and kept up to date.

6A. Insurance

6A.1 The Supplier shall maintain, with reputable insurers, appropriate insurance cover for its business and the Assets, including (as applicable) product liability, public liability, employers’ liability and professional/technical liability, each with adequate limits having regard to the nature and value of the Assets listed.

6A.2 On request, the Supplier shall provide the Platform with evidence of such insurance (certificate(s) of insurance and confirmation of limits and period of cover).

7. Fees, Invoicing and Payment

7.1 The Supplier shall pay the Fees set out in the Order Form and/or the Platform’s published fee schedule as at the date of acceptance.

7.2 Fee Structure:
(a) Where the Supplier lists on the Platform, and the Buyer uses the Finance Broker, no listing or sales fee shall apply.

(b) Where the Supplier lists on the Platform and the Buyer does not use the Finance Broker, a fee of 2% of the gross selling price shall apply.

7.3 When success fees are due:
A success fee becomes due when:
(a) a Sale Contract is concluded with a Buyer introduced via the Website; or
(b) the Supplier sells to a Buyer who made an enquiry through the Website within 12 months prior to sale, unless the Supplier demonstrates no causal connection.

7.4 Payment and transaction handling
The Platform does not handle funds; payments are made directly between Buyer and Supplier.

7.5 Fees are stated exclusive of VAT unless expressly stated otherwise. VAT will be added where applicable.

7.6 The Platform may charge interest on overdue undisputed sums at 4% per annum above the Bank of England base rate (accruing daily) and recover reasonable costs of collection.

7.7 Unless required by law, Fees are non-refundable once the relevant service has been provided (for example, once a Listing has gone live or promotion has commenced).

7.8 Non-circumvention; introduced Buyers
(a) The Supplier must not take any action intended to avoid or reduce Fees, including completing a transaction off-platform with an introduced Buyer.

(b) For the purposes of these Terms, a Buyer is introduced if the Buyer (i) makes an enquiry, submits a bid, requests details, or otherwise engages via the Website in relation to any Listing, or (ii) is identified to the Supplier through the Platform’s messaging, lead tools, analytics, events, marketing campaigns, or introductions, in each case during the term.

(c) Where the Supplier completes a sale (or substantially similar transaction) with an introduced Buyer within the period stated in clause 7.3 (including any post-termination tail), the Supplier remains liable to pay the applicable success fee as if the transaction had completed via the Website.

7.9 Audit and verification of sales
The Platform may, on reasonable notice and no more than [once per quarter] (unless the Platform reasonably suspects avoidance or fraud), require the Supplier to provide reasonable evidence of:
(a) whether a Listing resulted in a completed transaction; and
(b) the sale price and completion date, for the purpose of verifying Fees. The Platform shall treat information received as confidential in accordance with clause 12.

7.10 Suspension for non-payment
If any undisputed Fees remain unpaid after the due date, the Platform may (acting reasonably and on notice) suspend Listings and/or Supplier access until payment is made, without prejudice to any other rights.

7.11 Set-off (optional)
Where the Platform owes any sums to the Supplier (for example, refunds under a written promotional credit scheme), the Platform may set-off such sums against undisputed amounts due from the Supplier.

8. Sales Process, Communications, and Contracting

8.1 Unless the Platform expressly provides a managed sales/auction service in an Order Form, the Supplier is responsible for:
(a) responding promptly to enquiries;
(b) negotiating terms with Buyers;
(c) issuing quotations, order acknowledgements, invoices, and export documentation (if relevant);
(d) agreeing payment, delivery/collection terms, and any inspections; and
(e) concluding the Sale Contract directly with the Buyer.

8.2 The Supplier must keep adequate records of communications and transactions with Buyers and must provide the Platform with reasonable information (including confirmation of sale price and sale date) to verify success fees and Platform performance.

8.3 The Platform may monitor messages and activity on the Website for fraud prevention, policy compliance, and platform integrity, in accordance with its privacy notice.

8.4 Notification of Direct Sale:
The Supplier must notify the Platform within twenty-four (24) hours of any direct sale of an Asset resulting from a Listing on the Website.

8A. Quality, Condition, Inspection and As Listed Basis

8A.1 Platform not responsible for quality/fitness.
The Supplier acknowledges and agrees that the Platform does not:
(a) inspect, test, verify, certify, refurbish, store, transport or handle any Asset;
(b) verify the accuracy of any Listing; or
(c) provide any assurance as to the quality, condition, merchantability, fitness for purpose, conformity with description, or safety of any Asset.

8A.2 Supplier responsible for descriptions and disclosures.
The Supplier is solely responsible for ensuring that Listings and all Content are complete, accurate and not misleading, including clear disclosure of:
(a) condition (including faults and wear),
(b) specification and compatibility,
(c) service history and provenance where relevant,
(d) whether the Asset is new, used, refurbished or for spares/repair,
(e) any missing parts, and
(f) any safety issues, recalls, modifications or non-standard features.

8A.3 Inspection encouraged; Buyer reliance.
The Supplier must, where reasonably practicable, allow Buyers a reasonable opportunity to inspect the Asset prior to completion and must respond promptly and accurately to reasonable Buyer questions. The Supplier acknowledges that Buyers may decide whether to rely on a Listing and/or conduct an inspection, and the Platform is not responsible for any Buyer’s reliance decisions.

8A.4 No platform warranties.
To the fullest extent permitted by law, all warranties, representations and conditions (whether express or implied) relating to the Platform’s role in connection with the Assets, including any implied terms as to quality, fitness for purpose, or correspondence with description, are excluded as between the Platform and the Supplier.

8A.5 Consumer sales.
Where a Sale Contract is entered into between the Supplier and a consumer, nothing in these Terms limits the Supplier’s statutory obligations to that consumer. The Supplier must ensure that any consumer-facing terms are compliant and must not represent that the Platform is the seller or responsible for the Asset.

8A.6 No reliance on Platform
The Platform does not verify or endorse listings and disclaims liability for reliance.

9B. Reviews and Feedback

9B.1 The Platform may permit Buyers to leave reviews, ratings, comments, or feedback concerning Listings and transactions.

9B.2 The Platform may (but is not obliged to) moderate or remove feedback that breaches platform policies. The Platform is not responsible for the accuracy of Buyer feedback.

User-generated content: Platform is not publisher and excludes liability.

9B.3 The Supplier grants the Platform a perpetual, royalty-free licence to use and display Supplier-related performance metrics and aggregated feedback (including after termination) provided no confidential pricing is disclosed other than as aggregated/anonymised data.

10. Delivery, Collection, Risk and Export (Supplier Responsibility)

10.1 Unless expressly agreed otherwise, the Supplier is responsible for delivery/collection arrangements, packaging, insurance, risk allocation, and transfer of title under the Sale Contract.

10.2 Any export, customs, trade compliance, and international shipping requirements are the Supplier’s responsibility unless expressly agreed otherwise in writing.

11. Intellectual Property and Licence of Content

11.1 The Supplier retains ownership of the Content it provides, subject to the licence granted under this clause.

11.2 The Supplier grants the Platform a non-exclusive, worldwide, royalty-free licence during the term to use, host, reproduce, publish, distribute, and display the Content for the purposes of operating, marketing, and promoting the Website and Listings (including on third-party channels such as partner sites, social media, and search engines).

11.3 The Supplier warrants that it has the rights required to grant the licence in clause 11.2 for all Content supplied.

11.4 On termination, the Platform may retain archived copies for legal, audit, and compliance purposes and may continue to display residual cached content for a reasonable technical run-off period.

12. Confidentiality

12.1 Each party shall keep confidential the other party’s confidential information and use it only to perform obligations under these Terms.

12.2 Confidentiality does not apply to information that is public (other than through breach), independently developed, lawfully obtained from a third party, or required to be disclosed by law, a regulator, or a competent authority.

13. Data Protection

13.1 Each party shall comply with UK data protection law, including the UK GDPR and Data Protection Act 2018.

13.2 The Platform’s privacy notice (available at [URL]) describes how personal data is processed.

13.3 Where the Platform shares Buyer enquiry details with the Supplier, the Supplier shall:
(a) use those details only to respond to the enquiry and pursue the sale of the relevant Assets (and related legitimate follow-up where lawful);
(b) comply with applicable e-privacy/marketing rules (including PECR) for any marketing communications; and
(c) implement appropriate technical and organisational measures to protect personal data.

14. Platform Rights: Moderation, Suspension and Removal

14.1 The Platform may, acting reasonably, remove, suspend, or refuse any Listing or Content and/or suspend the Supplier’s account where it considers this necessary to:
(a) comply with legal or regulatory obligations;
(b) prevent fraud or platform abuse;
(c) address a suspected breach of these Terms; or
(d) protect Buyers and/or the Platform’s reputation.

14.2 Where practicable, the Platform will notify the Supplier of the reason for removal/suspension and the steps (if any) required to reinstate.

14A. Takedown Requests and Disputes

14A.1 The Platform may remove or disable access to Listings/Content upon receiving:
(a) a complaint alleging infringement (including intellectual property), illegality, or safety concerns;
(b) a regulatory or law enforcement request; or
(c) a credible allegation of misdescription, stolen goods, or title dispute.

14A.2 The Platform may request information from the Supplier to assess the complaint (including proof of ownership, invoices, serial numbers, authorisations, or licences). The Supplier shall provide such information promptly.

14A.3 The Platform is not obliged to adjudicate disputes between Supplier and Buyer (or Supplier and third parties) and may, acting reasonably, maintain removal until concerns are resolved.

The Platform has no obligation to resolve disputes or provide refunds.

15. Indemnity

15.1 The Supplier shall indemnify the Platform, its officers, employees and agents against all losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:
(a) any breach of these Terms by the Supplier;
(b) any claim by a Buyer or third party relating to the Assets, Listings, Content, or the Sale Contract (including misdescription, title disputes, safety issues, or product liability), except to the extent caused by the Platform’s breach of these Terms;
(c) any allegation that Content infringes third-party rights; or
(d) the Supplier’s breach of law, including consumer protection, product safety, sanctions, or anti-money laundering requirements.

16. Liability

16.1 Nothing in these Terms limits or excludes liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability that cannot be limited or excluded by law.

16.2 Subject to clause 16.1, the Platform’s total aggregate liability to the Supplier arising out of or in connection with these Terms (whether in contract, tort including negligence, breach of statutory duty or otherwise) shall not exceed the total Fees paid by the Supplier to the Platform in the 12 months preceding the event giving rise to the claim.

16.3 Subject to clause 16.1, the Platform shall not be liable for:
(a) indirect or consequential loss;
(b) loss of profit, revenue, goodwill, anticipated savings, or business opportunity;
(c) losses arising from Buyer default, chargebacks, non-payment, or insolvency;
(d) losses arising from inaccuracies in Supplier Content or failure by the Supplier to update Listings.

16.4 Service availability and maintenance
The Platform does not warrant uninterrupted or error-free operation of the Website. The Website may be unavailable due to maintenance, upgrades, emergency fixes, security interventions, capacity constraints, telecommunications failures, third-party hosting outages, or events outside the Platform’s reasonable control.

16.5 Cybersecurity and harmful code
The Platform will use reasonable measures to protect the Website; however, the Platform does not warrant that the Website or any download will be free from viruses or other harmful components. The Supplier is responsible for implementing appropriate cybersecurity and malware protection on its own systems.

16.6 Force majeure
Neither party shall be liable for delay or failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, flood, fire, epidemic/pandemic, war, terrorism, civil unrest, strikes (other than by its own personnel), internet/telecommunications failure, or failure of third-party hosting providers (Force Majeure Event). The affected party shall use reasonable endeavours to mitigate the impact of the Force Majeure Event.

16.7 Reasonableness
Liability limits are reasonable.

16.8 As-is basis
Website provided as-is.

17. Term and Termination

17.1 These Terms commence on the date the Supplier accepts them (including by electronic acceptance) and continue until terminated.

17.2 Either party may terminate for convenience on not less than 30 days’ written notice, unless an Order Form specifies a minimum term.

17.3 Either party may terminate immediately by written notice if the other:

(a) commits a material breach which (if capable of remedy) is not remedied within 10 Business Days of notice;

(b) becomes insolvent or ceases business; or

(c) engages in fraud or unlawful conduct.

17.4 On termination:
(a) the Platform may remove all Listings;
(b) accrued rights and obligations remain in force, including payment of any Fees due; and
(c) clauses intended to survive termination (including confidentiality, indemnity, liability, governing law) shall survive.

17.5 Success fee tail: Any success fee provisions in clause 7.3 shall continue for 12 months after termination in respect of Buyer introductions made during the term.

18. Anti-bribery, AML, Sanctions and Fraud Prevention

18.1 The Supplier shall comply with the Bribery Act 2010 and shall not engage in any conduct that would constitute an offence under that Act.

18.2 The Supplier shall comply with applicable anti-money laundering and sanctions laws and shall provide information reasonably requested by the Platform for compliance and fraud prevention.

18.3 The Platform may suspend Services where compliance checks cannot be completed or where risk is identified.

19. Notices

19.1 Notices must be in writing and delivered by email or post to the addresses last notified by each party.

19.2 Notices are deemed received:
(a) by email, on successful transmission (excluding automated failure notices);
(b) by post, at 9.00 am on the second Business Day after posting.

20. Assignment and Subcontracting

20.1 The Supplier may not assign, transfer, charge, or subcontract any of its rights or obligations without the Platform’s prior written consent.

20.2 The Platform may subcontract parts of the Website operation (including hosting, verification, and support) to third-party service providers.

21. Entire Agreement; Variation

21.1 These Terms and any Order Form constitute the entire agreement between the parties relating to Supplier Listings on the Website and supersede prior discussions.

21.2 Any variation must be in writing and agreed by authorised representatives, save that the Platform may update these Terms in accordance with clause 21.3.

21.3 The Platform may update these Terms by posting an updated version on the Website and/or notifying the Supplier. Updated terms will apply from the effective date stated, provided that any changes that materially disadvantage the Supplier will not apply to an unexpired minimum term without the Supplier’s agreement (unless required by law).

22. Third Party Rights

22.1 No person other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

23. Governing Law and Jurisdiction

23.1 These Terms and any dispute or claim (including non-contractual disputes) are governed by the law of England and Wales.

23.2 The courts of England and Wales have exclusive jurisdiction.

23.3 Language
English version prevails.

24. Acceptance and Signature

The Supplier confirms acceptance of these Terms by:
(a) clicking “I accept”;
(b) signing below; or
(c) listing any Asset on the Website after being presented with these Terms.

Signed for and on behalf of the Platform Owner
Name:
Title:
Signature:
Date:

Signed for and on behalf of the Supplier
Name:
Title:
Signature:
Date:

Schedule: Website Terms for Buyers/Clients (to be displayed as a tick box or summary on the Website)

The Platform acts solely as a facilitator and is not responsible for the assets listed or sold.

All transactions are between the Supplier and Buyer; the Platform accepts no liability for losses arising from such transactions.

All listings are the responsibility of the Supplier.

Use of the Website is at the user’s own risk.

By using the Website, users agree to the Platform’s data collection and processing in accordance with the Privacy Policy.