Marketplace Seller Disclosure Rules

1. Identity and authority

Sellers must disclose and verify:

• Their true legal identity (individual or business entity)
• That they have the legal authority to sell, transfer, or assign the asset
• Where acting as an agent, representative, or nominee: the identity of the principal and the basis of authority
• The ultimate beneficial owner of the asset where different from the registered owner

Selling on behalf of an undisclosed third party without disclosing that relationship is prohibited.

2. Asset description accuracy

Sellers must ensure that all asset descriptions are:

• Accurate and not misleading in any material respect
• Complete — including material defects, limitations, encumbrances, or restrictions
• Current — reflecting the asset’s condition at the time the transaction is created
• Supported by documents available on request during the inspection period

Sellers must update the asset description if it materially changes before delivery. Misrepresentation of an asset is grounds for dispute, cancellation, and potential legal action.

3. Encumbrances and third-party rights

Sellers must disclose all encumbrances, charges, liens, security interests, or third-party claims on the asset. Examples include:

• Domain names: pending disputes, backorder claims, registrar restrictions
• Physical goods: outstanding finance agreements, ownership disputes, customs holds
• Business assets: intellectual property licences held by third parties, earnout obligations, existing non-compete agreements
• Services contracts: non-transferable licences, exclusivity agreements, IP assignment limitations

4. Legal compliance

Sellers warrant that the transaction complies with all applicable laws in their jurisdiction and the Buyer’s jurisdiction, including: export controls, import restrictions, licensing requirements, and sector-specific regulations. Sellers must not list assets that are subject to a legal prohibition on transfer in either party’s jurisdiction.

5. Source of asset

Sellers may be required to provide evidence of how they acquired the asset, particularly for high-value transactions or where source-of-funds or provenance concerns are identified. Failure to provide this information when requested may result in transaction suspension.

6. Tax obligations

Sellers are responsible for declaring any tax obligations arising from the sale, including capital gains tax, VAT, GST, income tax, or other applicable taxes in their jurisdiction. EscrowSign does not provide tax advice and is not responsible for a Seller’s tax compliance.

EscrowSign may be required by law to report transaction values or Seller identities to tax authorities in applicable jurisdictions (including DAC7 reporting in the EU and similar regimes). [PLACEHOLDER — confirm reporting obligations per jurisdiction.]

7. Professional sellers

[PLACEHOLDER — Where applicable law (such as EU Consumer Rights Directive, UK Consumer Rights Act, or equivalent) distinguishes between consumer and trader sellers, the Platform will require sellers to self-declare their status. Trading status disclosure requirements and consumer-facing notices for transactions involving traders should be confirmed by legal counsel per jurisdiction.]

8. Penalties for non-disclosure

Failure to make required disclosures, or making false disclosures, may result in:

• Transaction cancellation and refund of Buyer funds
• Forfeiture of platform fees
• Permanent account suspension
• Referral to law enforcement or regulatory authorities
• Civil liability to the Buyer and to EscrowSign

9. Platform verification is not a guarantee

EscrowSign may conduct verification of Seller identity and screen assets against prohibited use lists. This verification reduces risk but does not constitute a guarantee of the accuracy of Seller disclosures, the legal title to the asset, or the asset’s fitness for any particular purpose. Buyers remain responsible for conducting their own due diligence during the inspection period.