Seller Agency and Domain Listing Agreement

DRAFT | v1.0 | Must be signed/accepted by each seller before publishing a domain

1. Appointment: seller-only commercial agent

Between the Seller (legal person identified in the signature record) and ZAGRAN LTD, operating GTLD Marketplace ("Agent"). The Seller appoints the Agent as a disclosed commercial agent of the Seller only, authorised, within the bounds in clause 2 and a signed listing mandate, to market the listed domain registration rights, communicate offers, negotiate the price and transfer terms, and conclude a binding sale agreement on Seller's behalf. Agent does not act as the buyer's commercial agent and must not purport to bind a buyer as buyer's representative.

Both parties intend the legal relationship to reflect actual authority and conduct rather than a label. Nothing in this agreement guarantees an exemption from payment-services law. Handling of money remains subject to law and separately approved payment-provider contracts.

2. Mandate parameters

For each listed domain the Seller must sign or affirm: exact IDNA-normalised domain and current registrant, registrar, expiry, premium renewal status where known, fixed minimum acceptable gross price or required seller-approval mode, currency, authorised term of mandate, essential transfer conditions, whether seller acts as a trader and VAT status. Agent may accept a deal only within the agreed mandate. Any reduced price, changed included assets, altered payout deduction, exceptional timeline or cancellation must be specifically reapproved by the Seller in a new versioned electronic consent. The Agent cannot transfer ownership or amend registrar contacts merely on its own authority; registry/registrar procedures apply.

Where `price=null`, the Agent may collect and negotiate enquiries but cannot conclude a sale unless seller expressly approves the final transaction in a separate signed acceptance. When a fixed price is expressly authorised, Agent can conclude on Seller's behalf when buyer has validly agreed and operational/payment prerequisites are satisfied. Seller may prospectively withdraw a listing, but cannot unilaterally cancel an already concluded enforceable sale without legal justification.

3. Seller's representations and ongoing duties

Seller represents and warrants that: (a) all submitted data are accurate; (b) Seller is the lawful registrant or expressly authorised signatory with full transferable authority; (c) listed rights have not been stolen, impersonated, fraudulently obtained, pledged or restricted without disclosure; (d) there is no undisclosed injunction, UDRP/URS/DRS or similar claim; (e) sale and transfer do not knowingly infringe third-party rights; (f) Seller has permission to submit any personal information; (g) registrant can complete verification and transfer; and (h) signatory may bind the company, if applicable. Seller must promptly disclose any adverse change.

Seller bears ongoing registrar/registry renewal charges until completion as specified in confirmed order; must keep domain from expiring during a pending transaction, provide a valid secure authorisation code where applicable, cooperate with registrar locks, and use commercially reasonable efforts to resolve a preventable transfer obstruction. A seller must accurately disclose whether an annual registry premium renewal charge applies; if uncertain, say "unknown/pending confirmation" rather than "no".

4. Identity, legal entitlement and domain checks

Seller agrees to proportionate email, identification, company-authority, sanctions and payment-account checks, and a cryptographically unique DNS TXT/CNAME control challenge. DNS is not conclusive proof of registration ownership, and Agent may require additional RDAP/registrar evidence, current registrar confirmation, proof of representative authority or human review. Agent may suspend a listing if control, identification, sanctions eligibility or authority cannot be established or maintained. Verification evidence is handled under the Privacy Notice and is not placed in the public listing.

5. Commission and settlement statement

Listing costs £0. For a successfully completed sale the Seller pays a success commission of 15% of the agreed gross sale price, inclusive of any VAT chargeable on the Agent's service. The commission is payable by retention from money due to Seller only when such collection and deduction is permitted by the agreed payment arrangement and applicable law; otherwise Agent separately invoices the Seller. No commission is payable for an unsuccessful sale unless a clearly specified and lawful separate charge was agreed in advance (none is provided in this MVP). Actual provider transfer fees or currency conversion charges must be disclosed and individually allocated in the final transaction schedule; do not hide an extra charge inside the 15% label.

Example where commission VAT at 20% applies: price £1,000; GTLD 15% = £150 total (GTLD net £125 + VAT £25); estimated Seller proceeds £850 before separately agreed provider charges and adjustments. Seller may owe tax on sale proceeds under Seller's own jurisdiction; Agent normally does not assess or deduct seller's income/capital-gains tax. Tax information must not be falsified; platform will comply with any applicable statutory reports, lawful requests and VAT rules.

6. Authority to collect payment (conditional)

Where, and only to the extent legally permitted by the lawfully approved commercial-agent/payment-provider structure, Seller authorises Agent to issue invoices/receipts as expressly permitted, receive and acknowledge payment as Seller's authorised agent, and deduct an agreed commission. In that approved setup, the buyer's payment obligation to Seller is intended to be discharged when valid payment has been received by the duly authorised recipient, as specified in the transaction schedule (subject to reversals, chargebacks and mandatory laws). Agent must not pretend this has occurred when a payment is merely promised or initiated. The mere existence of this authority does not itself authorise Agent to act as escrow or use an ordinary bank account to hold third-party money.

If a third-party PSP is used, it is the PSP's contractual rights and funds flow (not the wording of this contract) that control custody, release instructions and settlement mechanics. Seller accepts the published, specifically approved PSP terms if relevant. No collection/settlement feature is enabled until independent UK payment-perimeter advice and PSP underwriting have been documented.

7. Transfer completion, claims and reversals

Seller cooperates with documented registrar/registry transfer procedures, buyer verification and reasonable post-transfer checks. Do not assume a domain can be transferred during a 60-day lock. Completion criteria, claim time limit (if any), conditions for release, refunds and disputed sale procedures are defined in the transaction-specific schedule and PSP agreement, subject to mandatory law. A buyer's unreasonably withheld acknowledgement does not automatically defeat Seller's rights; conversely, Seller's statement that transfer is complete is not conclusive. Evidence should be checked objectively where possible. The Agent may pause administrative steps and ask a PSP to suspend a payout only where the PSP has accepted such powers and applicable law permits.

8. Taxes, VAT and independent advice

Seller is responsible for reporting and paying applicable taxes on the Seller's own income or gains and for correct seller-side VAT treatment except where law imposes accounting/reporting obligations on Agent. If Seller is a taxable business, Seller must supply correct trading name, jurisdiction, VAT number and appropriate evidence. Agent's role as intermediary does not automatically remove the rules deeming certain online platforms to be suppliers for VAT. Neither party may require the other to issue misleading invoices.

9. Fraud, trademark claims and proportionate indemnity

Seller will cooperate in investigating credible fraud, sanctions, ownership, cybersecurity or intellectual-property complaints. Where Seller's knowing misrepresentation, unlawful transfer or proven contractual breach causes GTLD direct reasonably foreseeable loss or a justified third-party claim, Seller agrees to indemnify GTLD to the extent lawful and reasonable, subject to notice, evidence, mitigation, opportunity to respond and control of settlement by mutual written agreement; this does not cover GTLD's negligence, intentional wrongdoing, statutory breaches or liabilities that law prohibits excluding. A proportionate right to suspend/remove listings is retained.

10. Limits and fair process

Agent promises reasonable care and skill in its own services. No guarantee of a buyer, an unobstructed transfer or a particular renewal price. Subject to mandatory law and business-term reasonableness, liability allocation is as provided in Platform Terms. Nothing extinguishes consumer rights of a Seller who is legally a consumer of Agent's services.

11. Duration, termination, records and governing law

Mandate begins on affirmative electronic acceptance and continues until revoked prospectively, a listing expires, or account terminated, subject to outstanding binding offers/deals. Agent may terminate for fraud, legal restriction, serious breach or unresolved verification, giving explanation where lawful. A completed transaction, commissions properly due, tax records, audit evidence and accrued rights survive termination for the applicable limitation/retention period. England and Wales law governs subject to any mandatory consumer protection. Contact: admin@gtld.name.

12. Electronic signature of the Seller

This document must be displayed with a transaction/domain-specific Mandate Schedule and explicit affirmative signing action. Required signatory fields: legal name, capacity (self / director / authorised representative), legal entity where relevant, country, verified email, company number if applicable, domain identifiers, minimum price/currency, commission, date/time, terms versions and SHA-256 hashes. The consent language shall read:

"I confirm that I am the legal registrant or duly authorised representative for the domain(s) identified, that my information is true, that I have read and agree to this Seller Agency Agreement and Mandate Schedule, and that I appoint ZAGRAN LTD as my disclosed commercial agent on the seller side only, authorised to negotiate and conclude a sale strictly within the mandate I have approved. I agree to electronic signing."

Unchecked by default. Require email verification + sign-in and a second-factor or email OTP for binding authority. Store tamper-evident evidence and send a durable copy. An account sign-up alone is NOT the signed Seller Mandate. If the signer lacks corporate authority, mark `authority_review_required` and block publication.

End of draft agreement — legal approval required.