Terms & Conditions

1. Summary & key points

This summary is provided for convenience only and is not a substitute for the full Terms below.

• Private Sellers Club Ltd ("PSC", "we", "us") operates a web-based listings and communications platform. We are not a broker, estate agent, financial adviser, dealer, principal or counterparty in any transaction.
• We do not guarantee any sale, purchase, valuation, financing, completion or outcome of any transaction. All deals are between users.
• You are responsible for your own due diligence, legal, tax, accounting, regulatory and financial advice.
• Our liability is limited to the maximum extent permitted by law. We exclude liability for indirect or consequential losses, including loss of profit, opportunity, goodwill or anticipated savings.
• These Terms are governed by the laws of England & Wales, with exclusive jurisdiction of its courts (subject to mandatory consumer rights).

2. Definitions

• "Platform" means the Private Sellers Club website, mobile views, APIs, communications tools, dashboards and any associated services.
• "Member" means a person or entity admitted to use the Platform, whether as Buyer, Seller or both.
• "Buyer" means a Member who uses the Platform to express interest in or pursue a Listing.
• "Seller" means a Member who lists, or seeks to list, a business, property, share interest, SPV, fund position or related asset.
• "Listing" means any opportunity, advertisement, summary or profile published by or on behalf of a Seller through the Platform.
• "User Content" means anything you upload, post, transmit or otherwise make available through the Platform.
• "Transaction" means any sale, purchase, lease, joint venture, investment, financing, introduction or arrangement between Members or between a Member and a third party arising out of, or connected with, the Platform.
• "NDA" means a non-disclosure or confidentiality agreement, whether executed through the Platform or otherwise.

3. Your agreement with us

These Terms form a legally binding agreement between you and Private Sellers Club Ltd, a company registered in England & Wales. By creating an account, accessing the Platform or otherwise indicating your acceptance, you confirm that:

• you have read, understood and agree to be bound by these Terms and the Privacy Statement;
• you are 18 or over and have the legal capacity to enter into this agreement;
• where you act on behalf of a company, partnership, trust, fund or other entity, you have authority to bind that entity, which is then also bound by these Terms; and
• your use of the Platform complies with all applicable laws and regulations of the United Kingdom and any other jurisdiction relevant to you.

4. What the service is (and isn't)

The Platform is a web-based listings, search, matching and communications service. It allows Sellers to publish anonymised opportunities and Buyers to browse, express interest, sign NDAs and exchange messages with counterparties.

The Platform is not, and shall not be construed as:

• an estate agent, business transfer agent, business broker, M&A adviser or corporate finance house;
• a regulated financial intermediary, investment manager, custodian or broker-dealer;
• a legal, tax, accounting, valuation, surveying, planning, insurance or environmental adviser;
• an arranger, underwriter, principal, agent, fiduciary or trustee for any Member; or
• a guarantor of any Listing, Member, statement, document or Transaction.

We provide the technology and the curated environment. Every Transaction is entered into directly between Members at their own risk.

5. No guarantee of any sale or outcome

You acknowledge and agree that we make no representation, warranty, guarantee, undertaking or promise of any kind in relation to:

• the sale, purchase, lease, financing, exit, listing duration, traffic, introductions or commercial outcome of any Listing;
• the value, profitability, condition, ownership, lawfulness, accuracy, completeness or suitability of any Listing or any underlying asset;
• the identity, solvency, integrity, intentions, qualifications or ability to complete of any Buyer, Seller or other Member;
• the timing, completion, settlement, financing or post-completion performance of any Transaction;
• any opinion, indicator, score, "BMV" estimate, multiple or benchmark we may publish, all of which are illustrative only; or
• any expected, hoped-for or projected return, saving, gain or other commercial benefit.

You use the Platform at your own risk. Any decision to enter into a Transaction is yours alone, made on the basis of your own enquiries, advice and judgement.

6. No advice & no fiduciary duty

Nothing on the Platform constitutes legal, financial, regulatory, investment, accounting, tax, valuation, insurance, planning, environmental, structural or other professional advice. Any commentary, indicator, analysis, sample document, calculator, template, NDA, heat-map, ranking or editorial feature is provided for general information only.

We do not act as your fiduciary, trustee, agent or representative. You should obtain independent professional advice from suitably qualified advisers before entering any Transaction.

7. Eligibility & verification

Membership is by application and at our absolute discretion. We may decline, suspend, downgrade, restrict or terminate any application or membership at any time, with or without reason, subject to applicable law.

You agree to provide accurate, current and complete information during application and verification, and to keep that information up to date. We may require you to complete identity, source-of-funds, source-of-wealth, beneficial ownership, sanctions and politically-exposed-person checks. We may also use third-party providers for these checks.

8. Membership, accounts & security

• You are responsible for all activity under your account.
• Keep your credentials, one-time codes and verification factors confidential. Notify us immediately at security@privatesellersclub.com if you suspect unauthorised access.
• One person, one account. You may not share, transfer, sub-license or sell your account.
• We may require multi-factor authentication and may suspend access if we reasonably suspect compromise, fraud, abuse or breach of these Terms.

9. Listings & seller obligations

If you publish a Listing you represent and warrant that:

• you have the legal right and all necessary consents to list the asset and to disclose the information you provide;
• all information, financials, photographs, descriptions and supporting documents are true, accurate, complete and not misleading at the time of publication;
• you will update the Listing promptly if any material information changes;
• the Listing does not infringe any third-party rights, including intellectual property, confidentiality, data protection or contractual obligations;
• you will not list the same asset on any other public marketplace, listing site or broker network for the duration agreed during onboarding (the "Exclusivity Period"), without our prior written consent; and
• you will respond to verified buyer enquiries in good faith and within a reasonable time.

We may, at our discretion, edit, anonymise, decline, suspend or remove any Listing, including for non-compliance, suspected misrepresentation, regulatory concern, poor quality, or to protect the integrity of the Platform.

10. Buyer obligations

If you use the Platform as a Buyer you agree that:

• you will only express interest in Listings you genuinely intend to evaluate and have the means to pursue;
• you will treat any information disclosed by Sellers, whether before or after NDA, as strictly confidential and use it only to evaluate the Transaction;
• you will conduct your own due diligence and obtain your own professional advice;
• you will not contact, solicit or approach a Seller or its staff, customers, suppliers, landlords or counterparties outside the Platform without the Seller's express consent; and
• you will comply with all applicable laws including anti-money laundering, sanctions, bribery, competition and tax laws.

11. NDAs & confidentiality

The Platform offers tooling to execute NDAs between Buyers and Sellers. Any NDA executed through the Platform is a binding agreement between the relevant Buyer and Seller — not with us.

We are not a party to, do not enforce, and accept no liability for breach of any NDA. Sellers are free to require an alternative NDA outside the Platform. Buyers must comply with the NDA they accept and with any additional confidentiality obligations imposed by the Seller.

12. Fees, taxes & founding-member offer

Membership fees, success fees, listing fees, verification fees and any other charges (if any) will be set out at the point of sign-up or in a separate written fee schedule. We may introduce, vary or remove fees on at least 30 days' notice.

The current "founding membership" cohort is offered free of charge for life as described on the homepage. We reserve the right to set different terms for later cohorts. All fees are exclusive of VAT or equivalent taxes, which are payable in addition where applicable. You are responsible for any taxes arising from your Transactions.

13. Introductions & off-platform deals

Where Members are introduced through the Platform and subsequently complete a Transaction — whether on, off, before, during or after their use of the Platform — that Transaction remains attributable to the introduction made by the Platform.

You agree not to circumvent the Platform with the purpose or effect of avoiding fees, exclusivity, NDAs or these Terms. We reserve the right to claim any agreed success fees in respect of completed Transactions arising from a Platform introduction within 24 months of the introduction.

14. Intellectual property

The Platform and all software, design, branding, copy, indicators, scoring models, data compilations, templates and documentation are owned by us or our licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for its intended purpose.

You may not copy, reproduce, scrape, harvest, mirror, frame, reverse-engineer, decompile, redistribute, resell or exploit any part of the Platform, in whole or in part, without our prior written consent. The "Private Sellers Club", "PSC", the monogram device and related marks are trademarks of Private Sellers Club Ltd.

15. User content & licence

You retain ownership of your User Content. You grant us a worldwide, royalty-free, non-exclusive, sub-licensable licence to host, store, copy, display, transmit, format, anonymise and process your User Content for the purposes of operating, improving, securing and providing the Platform, and to comply with legal and regulatory obligations.

You represent and warrant that you have all necessary rights to grant this licence and that your User Content does not breach any law or any third-party rights.

16. Acceptable use

You must not, and must not permit anyone else to:

• upload, post or transmit any content that is unlawful, misleading, defamatory, discriminatory, infringing, fraudulent, obscene or harmful;
• impersonate any person, entity, role or affiliation, or misrepresent your identity, qualifications or financial standing;
• use the Platform to send unsolicited marketing, spam or chain communications;
• introduce viruses, worms, trojans, ransomware, keyloggers or any malicious code;
• scrape, crawl, copy or otherwise extract data from the Platform other than as expressly permitted;
• circumvent, disable or interfere with security, authentication, rate-limiting, CAPTCHA or fraud-prevention features;
• access the Platform via automated means, bots or unapproved APIs;
• publish or share another Member's confidential information, contact details, trading identity or documents outside the Platform;
• use the Platform in a way that breaches any applicable competition, anti-money-laundering, sanctions, anti-bribery, data-protection, tax or financial-services law; or
• use the Platform to facilitate any prohibited or illegal activity.

We may investigate suspected breaches and cooperate with law-enforcement authorities. Breach of this section may result in immediate suspension or termination without refund.

17. Third-party services & links

The Platform may integrate with or link to third-party services (e.g. email providers, identity-verification, hosting, analytics, payment processors). We are not responsible for those third parties, their content, terms, availability, security or practices. Your use of any third-party service is governed by that third party's own terms.

18. Availability of the platform

We aim to keep the Platform available 24/7 but do not guarantee uninterrupted, error-free or secure access. The Platform may be unavailable due to scheduled maintenance, upgrades, emergency repairs, third-party outages, force majeure or other causes. We may modify, suspend or discontinue any part of the Platform at any time, in whole or in part, with or without notice.

19. Disclaimers & warranties

To the maximum extent permitted by law, the Platform and all content, indicators, estimates, scores, samples, templates and communications are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy or completeness.

We do not warrant that the Platform will meet your requirements, that defects will be corrected, or that the Platform or its servers are free of viruses or other harmful components.

20. Limitation of liability

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

Subject to that, to the maximum extent permitted by law:

• we shall not be liable for any indirect, special, incidental, consequential, exemplary or punitive losses, including loss of profit, revenue, business, goodwill, opportunity, anticipated savings, contracts, data, customers, management time or reputation, whether arising in contract, tort (including negligence), under statute or otherwise, even if foreseeable;
• we shall not be liable for any losses arising out of or in connection with any Transaction, Listing, NDA, Member's act or omission, or your reliance on any Listing, indicator, estimate, score, sample, template, communication or other content; and
• our total aggregate liability to you in any 12-month period, in respect of all claims arising out of or relating to these Terms or your use of the Platform, shall not exceed the greater of (i) the total fees actually paid by you to us in that 12-month period and (ii) one hundred pounds sterling (£100).

You acknowledge that these limitations are reasonable, that we have priced the service on this basis, and that you have the opportunity to obtain insurance or professional advice in respect of any residual risk.

21. Indemnity

You agree to indemnify, defend and hold harmless Private Sellers Club Ltd, its officers, directors, employees, agents and licensors from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• your use of, or reliance on, the Platform;
• your Listings, User Content, communications or conduct on or off the Platform in connection with any Transaction;
• your breach of these Terms, of any NDA, or of any law, regulation or third-party right; and
• any dispute between you and another Member or third party.

22. Suspension & termination

We may suspend or terminate your access to the Platform, in whole or in part, at any time, with or without notice, including where we reasonably believe that you have breached these Terms, that your continued access poses a risk to other Members or to the Platform, or that suspension is required by law or by a regulator.

You may terminate your account at any time by emailing us. Termination does not affect any rights, obligations or liabilities accrued before termination, or any provisions intended to survive termination, including Sections 5, 6, 13–17 and 19–33.

23. Complaints & dispute resolution

If you have a complaint, please email complaints@privatesellersclub.com with full details. We aim to acknowledge complaints within 5 working days and respond substantively within 20 working days.

Before commencing any legal proceedings, the parties shall attempt in good faith to resolve any dispute through negotiation for a period of at least 30 days. Nothing in this section prevents either party from seeking urgent injunctive or equitable relief.

24. Regulatory status

Private Sellers Club Ltd is not authorised or regulated by the Financial Conduct Authority. The Platform does not constitute a financial promotion or invitation to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000. Where any element of a Listing or Transaction would, if conducted by us, require regulatory authorisation, you agree that the corresponding activity is carried out solely between Members or with their own regulated advisers, and not by us.

25. Anti-money laundering & sanctions

You represent and warrant that you are not subject to any sanctions administered by the United Kingdom, the European Union, the United States, the United Nations or any other relevant authority, that you do not act on behalf of any such person, and that your funds and any assets you list are not derived from criminal conduct. We may make such enquiries and reports as we consider necessary or appropriate to comply with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and applicable sanctions legislation.

26. Force majeure

We shall not be liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, government action, network or power failures, cyber-attacks, third-party service outages or industrial action.

27. Assignment

You may not assign, transfer, sub-license or otherwise dispose of any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to any group company, successor or acquirer of all or substantially all of our business or assets.

28. Third-party rights

Other than Private Sellers Club Ltd's group companies, no person who is not a party to these Terms shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

29. Changes to these terms

We may update these Terms from time to time. The "Last updated" date at the top of the page will reflect the latest version. Material changes will be notified to active Members by email at least 14 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

30. Severability & waiver

If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.

31. Entire agreement

These Terms, together with the Privacy Statement and any written fee schedule or individual order or NDA executed via the Platform, constitute the entire agreement between you and us in relation to the Platform and supersede any prior agreement, understanding or representation, whether written or oral.

32. Governing law & jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of England & Wales. The courts of England & Wales shall have exclusive jurisdiction to settle any such dispute or claim, except that we may bring proceedings in any jurisdiction in which you reside or have assets. Nothing in this section affects any mandatory consumer rights you may have under the law of your country of residence.

33. Contact

For any question about these Terms, please contact:

Private Sellers Club Ltd
Legal & Compliance
legal@privatesellersclub.com