Terms of Service — Organisations

1. The Service

Fidara Solutions Limited provides Auctioneer, a managed online asset auction and disposal platform. The service includes:

• •Auction configuration and launch infrastructure
• •Exposure to Auctioneer's registered bidder marketplace
• •Real-time competitive bidding with automated anti-sniping
• •Automated winner determination via proprietary algorithm
• •Payment collection, collection evidence verification, and remittance
• •Full audit logging of all auction events

You are the seller. Fidara provides the platform. Fidara does not own any asset listed on the platform.

2. Eligibility and Onboarding

• •Legal entity registered with the applicable corporate registry
• •Valid company registration number (verified through the corporate registry)
• •Authorised signatory mandate
• •Settlement bank account in the organisation's name
• •Tax Identification Number (TIN)
• •Designated Operations Contact and Finance Contact

3. Your Obligations

Asset custody

You are solely responsible for the physical custody, security, and safekeeping of all listed assets until collected by a winning bidder.

Accurate listings

All asset descriptions, photographs, and documents must be factual and accurate. Misleading descriptions constitute a breach and may violate applicable consumer protection law. You indemnify Fidara against claims arising from inaccurate information.

Asset release

Remittance verification

Review and respond to the remittance report within 48 hours. If no response within 72 hours, the report is deemed approved and remittance is processed.

4. Platform Fees

VAT on success fee

VAT at 7.5% is applied to the success fee. The gross invoiced amount is: success fee + VAT.

Withholding Tax (WHT)

You are required to deduct 5% WHT from the success fee (pre-VAT) and remit to the relevant tax authority. Provide a WHT credit certificate to Fidara within 30 days.

Salary advance — additional obligations

• •You have payroll capability to execute agreed deductions
• •Fee is calculated on hammer value, deducted from the 50% upfront cash
• •You bear sole responsibility for recovering balances if staff resign or are terminated
• •Do not classify outsourced or contract workers as Internal Staff — misclassification constitutes a material breach

Cancellation fee

Post-launch cancellation: all bidder gate fees refunded in full. Organisation is charged 0.5% of total listed asset value to cover refunds, transaction fees, and operational overhead.

5. Payment Collection and Remittance

Auctioneer collects all winning bid payments through our licensed payment partner. After the collection window closes, a remittance report is generated itemising hammer values, deductions, refunds, and net proceeds. You review and verify within 48 hours. Remittance is processed within 3 business days of approval.

6. Auction Configuration Rules

All parameters are locked at launch. No changes after an auction goes live. Winners are determined solely by the automated algorithm — no manual override permitted.

Expressly prohibited

• •Requesting or accepting any benefit from a bidder related to outcomes
• •Sharing non-public auction configuration with bidders
• •Attempting to influence the algorithm through any means
• •Releasing assets before Auctioneer confirms payment

7. Cancellation

Pre-launch

Cancel at any time before launch, no cost.

Post-launch — no bids placed

If no bids have been placed, cancellation is free. Requires dual authorisation (your signatory + Auctioneer Ops).

Post-launch — bids exist

If bids have been placed, the following process applies:

• •Auction is paused for 24 hours — all bidding is frozen and bidders are notified
• •Auctioneer invoices the organisation a cancellation fee of 0.5% of the current live bid values across all items
• •If the organisation pays within 24 hours — the auction is cancelled and all bidders receive full gate fee refunds
• •If the organisation does not pay within 24 hours — the auction resumes automatically
• •The organisation may request a payment extension via the platform — extensions are granted automatically, up to a maximum of 14 days from the original pause date

8. Data Protection

For staff bidding data, Auctioneer acts as a Data Processor and you act as Data Controller under applicable data protection law. You confirm you have a lawful basis for sharing employee data and have notified relevant staff.

Auctioneer processes data only on your documented instructions, implements appropriate security measures, notifies you of breaches within 48 hours, and deletes or returns data on termination.

9. Confidentiality

Both parties agree to keep confidential all non-public information disclosed in connection with this agreement, including auction configuration, financial terms, and designated confidential information. Obligations survive termination for 5 years.

10. Limitation of Liability

Auctioneer's aggregate liability is limited to platform success fees paid in the 3 months preceding the claim. We are not liable for acts of bidders, asset condition disputes, force majeure, or losses from your non-compliance with this agreement.

11. Termination

Either party may terminate with 30 days' written notice, provided no live auction is running. Auctioneer may terminate immediately for material breach including fraudulent listings, non-payment, or conduct undermining platform integrity.