SELLER TERMS

1. about these Seller terms

1.1 These Seller Terms apply whenever you submit a horse for listing or sell a horse through the Platform. They supplement the General Platform Terms, which continue to apply.

1.2 You accept these Seller Terms when you tick the acceptance box and submit a listing. Your acceptance includes the authority given to Marengo under these Seller Terms.

1.3 Capitalised words used but not defined in these Seller Terms have the meanings given in the General Platform Terms.

1.4 If these Seller Terms conflict with the General Platform Terms in relation to a listing, Sale or Sale Contract, these Seller Terms prevail to the extent of the conflict.

2. eligibility to list and sell

2.1 You must be at least 18 years old, have legal capacity to sell the horse and complete the checks required by Marengo. If you act for another person, you must have authority to bind that person and provide evidence if requested.

2.2 You must provide complete, accurate and current identity, business, bank account and VAT information and notify Marengo promptly of any change.

3. submitting a horse for listing

3.1 Before a listing can go live, you must provide or confirm all information and documents required by Marengo, including:

3.1.1 a copy of the horse’s passport;

3.1.2 a complete health and behaviour questionnaire;

3.1.3 your country of establishment and the country where the horse is located;

3.1.4 the VAT treatment you declare for the Sale;

3.1.5 at least one photograph and a 360-degree video; and

3.1.6 any veterinary, competition and other information required for the listing.

3.2 Marengo may pre-fill information from the passport, its records or other sources. You must check that information, and correct any error before submitting the listing and are solely responsible for the accuracy and reliability of any information in the listing.

3.3 The listing must be complete before bidding opens. Marengo may reject, delay, amend, suspend or remove a listing if required information is missing, inaccurate, misleading or no longer current.

3.4 You must notify Marengo promptly if the horse’s health, behaviour, condition, availability or any other material listing information changes.

4. veterinary examinations, viewings and trials

4.1 Any veterinary examination obtained for the listing must be arranged and paid for by you. You must provide the resulting documents in the form required by Marengo.

4.2 A veterinary level shown on the listing indicates only the extent of the examination carried out. It is not an approval or guarantee by Marengo.

4.3 If you agree to a prospective Buyer viewing or trying the horse, or arranging a further veterinary examination, the Buyer will arrange and pay for it unless you agree otherwise.

5. your warranties

5.1 You warrant when you submit the listing, when it is published and when the Sale Contract is formed that:

5.1.1 you own the horse and have full right, power and authority to list and sell it, or you have full authority from the owner to do so on their behalf;

5.1.2 the horse is free from any undisclosed lien, security interest, claim or other third-party right;

5.1.3 all information provided by you, including but not limited to the horse's description, passport, identification, listing, veterinary and competition information, is complete, accurate and not misleading;

5.1.4 the horse corresponds with the description and other information provided by you for the listing;

5.1.5 the health and behaviour questionnaire contains all relevant information known to you, including but not limited to known injuries, defects and behavioural issues;

5.1.6 the VAT treatment you declare is accurate; and

5.1.7 you own, or have all rights and permissions needed to use, the photographs, videos and other content you provide.

5.2 You must notify Marengo immediately if any warranty in clause 5.1 is or becomes inaccurate and provide any information or assistance reasonably required to correct the listing or address the issue.

6. INDEMNITY

6.1 You will indemnify Marengo against all losses, liabilities, damages, claims, costs and reasonable professional expenses arising out of or in connection with:

6.1.1 any breach of your warranties or obligations under these Seller Terms;

6.1.2 any information or document supplied by or on your behalf being inaccurate, incomplete or misleading;

6.1.3 any claim that you did not own the horse or have authority to list or sell it, or that the horse was subject to an undisclosed lien, security interest, claim or other third-party right;

6.1.4 any claim by the Buyer or another person arising from the horse, its description, condition, ownership or Sale, except to the extent caused by Marengo’s breach of duty; or

6.1.5 any act performed by Marengo within the scope of the authority granted by you under these Seller Terms.

7. price and sale methods

7.1 You set the Starting Price, Minimum Price and, where available, Secure Now Price. Marengo may recommend prices, but you remain responsible for the prices selected.

7.2 The Starting Price and Secure Now Price are public. The Minimum Price is confidential and visible only to you and Marengo.

7.3 After publication, you may lower the Minimum Price before the auction closes, but you may not raise it.

7.4 Secure Now ends when the highest Bid reaches 80% of the Secure Now Price, 30 minutes before the auction closes, or earlier if the horse is sold or the listing is withdrawn or suspended.

8. auction, secure now and sale contract

8.1 You authorise Marengo to publish the listing, administer the auction and Secure Now process, process Bids and operate the Platform’s automated bidding functions, and to facilitate and conclude the Sale Contract on your behalf in accordance with these Seller Terms and the Buyer Terms.

8.2 In the closing seconds of an auction, Marengo may, as your agent, use the Platform to place Bids on your behalf up to the Minimum Price. The standard Bid increments are set out in the Buyer Terms. If no Buyer submits a Bid that meets or exceeds the Minimum Price, no Sale Contract is formed and the horse is not sold.

8.3 At the close of the auction, a Sale Contract is formed automatically between you and the Buyer who placed the highest valid Bid if that Bid meets or exceeds the Minimum Price.

8.4 For Secure Now, the Sale Contract is formed when the Platform confirms that the Buyer’s purchase at the Secure Now Price is complete.

8.5 You must complete the Sale once the Sale Contract is formed, subject to the Buyer Terms, these Seller Terms and applicable law.

9. marengo's appointment

9.1 You appoint Marengo as your disclosed agent in connection with each listing and Sale. That appointment authorises Marengo, on your behalf, to:

9.1.1 publish and administer the listing;

9.1.2 administer the auction and Secure Now processes, process Bids and facilitate or conclude the Sale Contract;

9.1.3 receive and hold the Purchase Price, deduct amounts due under the applicable terms and pay the balance to you;

9.1.4 administer the Marengo Guarantee and withhold or delay the release of Sale proceeds in accordance with the applicable terms;

9.1.5 prepare and issue transaction documents in your name and on your behalf; and

9.1.6 take the other administrative steps expressly permitted by these Seller Terms, the Buyer Terms and the General Platform Terms.

9.2 Marengo acts solely as your agent for those limited purposes. You remain the owner and contractual seller of the horse and a party to the Sale Contract. Marengo does not acquire title to the horse, sell it as principal or become a party to the Sale Contract. Marengo may communicate with the Buyer and perform the authorised functions without seeking further approval from you in each case.

10. bidding on your own horse

10.1 You must not engage in collusive bidding, Bid manipulation or other conduct prohibited by the General Platform Terms.

10.2 If you Bid for a horse you listed, directly or through another person, and become the Buyer at a price above the Minimum Price, the Platform Fee remains payable as if the horse had been sold to another Buyer.

11. platform fee

11.1 Marengo charges you a Platform Fee on each Sale. It is calculated on a marginal basis, so each rate applies only to the relevant part of the Purchase Price:

11.2 The Platform Fee becomes due when the Marengo Guarantee ends and is deducted from the Sale proceeds. Sale prices and Platform Fees are exclusive of VAT, except that the Platform Fee displayed to a private Seller includes applicable VAT.

11.3 The VAT treatment of the Platform Fee depends on your status and location. You must provide the information Marengo reasonably requires to determine that treatment.

11.4 If the Sale Contract is validly cancelled or terminated, the Platform Fee will cease to be payable and, if already deducted, will be reversed. This does not affect any Listing Fee or subscription fee already payable under clause ‎12.

12. listing fees and subscriptions

12.1 Members

12.1.1 If you are a Member, you do not pay a subscription fee.

12.1.2 You must pay a Listing Fee of €149 for the first entry into auction of each horse. The Listing Fee is payable when the listing is published. If a horse is unsold, the Seller may enter it into a later auction free of charge.

12.2 Partners

12.2.1 If you are a Partner, you must pay the applicable subscription fee shown on the Platform.

12.2.2 Subscription fees are payable in advance and include unlimited listings while your subscription remains active.

12.2.3 A Partner does not pay Listing Fees.

13. off-platform sales

13.1 You must not conclude or arrange a sale of the horse outside the Platform or otherwise circumvent Marengo or the Platform in connection with a Buyer introduced to you through the Platform, during the period described in clause ‎13.2.

13.2 The Platform Fee remains payable if the horse is sold outside the Platform at any time between publication of the listing and 28 days after the close of the auction for which it was listed.

13.3 You must notify Marengo promptly of any sale falling within clause 13.2 and provide the information reasonably required to calculate and collect the Platform Fee.

13.4 This clause applies whether the sale is concluded by you or through another person and whether or not you remove the listing or close your account.

14. collection and release of sale proceeds

14.1 You authorise Marengo, acting as your agent, or any payment provider identified by Marengo, to collect the Purchase Price from the Buyer, deduct amounts due under the applicable terms and pay the balance to you.

14.2 You are not entitled to receive the Sale proceeds until the Marengo Guarantee has ended, the applicable 14-day reporting period has expired and no report, chargeback, competing claim, compliance concern or notification by the Buyer of the exercise of a statutory right remains unresolved.

14.3 Subject to clause ‎14.2, the net Sale proceeds will be paid to your verified bank account. Payment may be delayed or withheld only where permitted by the applicable terms or required by law.

14.4 The Platform Fee, applicable VAT and any other amount you owe under the applicable terms may be deducted before the balance is paid to you.

15. transaction documents and invoicing authority

15.1 You authorise Marengo to prepare and issue, in your name and on your behalf, any pro forma invoice and the Sale invoice relating to the Sale.

15.2 Marengo will provide a payout statement showing the Purchase Price, the Platform Fee, any applicable VAT and the net amount payable to you. The statement will also include your name and address, the horse’s identification and the transaction date and amount. The Platform Fee will not be invoiced separately.

15.3 You must review each Sale invoice promptly and notify Marengo at support@marengo.horse of any objection within seven (7) days after it is made available to you. If you do not object within that period, you will be treated as having accepted it.

15.4 You are responsible for the accuracy of the information you provide for each Sale invoice and must notify Marengo promptly of any error. You must not issue a separate invoice for the same Sale.

16. collection, risk and title

16.1 You must keep the horse at the location stated in the listing, care for it appropriately and make it available for collection from the date of the Sale, allowing any reasonable period required to obtain export documentation. The Buyer must collect the horse within 14 days after the Sale unless the Sale Contract has been validly cancelled or you and the Buyer agree otherwise.

16.2 Delivery takes place when the Buyer collects the horse from your premises in the country where the horse is located. Risk remains with you until collection and passes to the Buyer on collection.

16.3 Title passes to the Buyer on the later of:

16.3.1 receipt of the Purchase Price in full and in cleared funds by Marengo or the relevant payment provider; and

16.3.2 the Buyer collecting the horse.

16.4 If the Buyer does not collect within 14 days and has not validly cancelled the Sale Contract, you may charge reasonable daily stabling costs from the end of that period until collection.

16.5 If a consumer Buyer validly cancels the Sale Contract or exercises a statutory right to reject the horse after collection, you must cooperate with the return or collection of the horse. The return arrangements and responsibility for the associated costs will be your sole responsibility unless otherwise agreed with Marengo.

16.6 If you fail to make the horse available, the Buyer may exercise any right or remedy available under the Sale Contract or applicable law, and Marengo may restrict or suspend your account.

17. consumer sales

17.1 This clause applies if you are acting for purposes relating to your trade, business, craft or profession and the Buyer is an individual acting for purposes wholly or mainly outside their trade, business, craft or profession.

17.2 You must comply with any valid statutory cancellation, rejection, refund, return or other remedy exercised by the Buyer. Marengo Credit will not replace a monetary refund due under applicable law unless the Buyer expressly agrees and the law permits it.

17.3 You must cooperate promptly with the Buyer and Marengo and provide any information reasonably requested to administer the claim. Marengo may withhold any Sale proceeds that have not been released but does not determine whether the horse conforms to the Sale Contract or whether either party is entitled to a remedy.

18. the marengo guarantee

18.1 You authorise Marengo, as your agent, to administer the Marengo Guarantee and the related Seller-side protection in accordance with this clause.

18.2 The Buyer may invoke the Marengo Guarantee within seven days after the Sale Contract is formed, but only after the Purchase Price has been paid in full and before the Buyer collects the horse.

18.3 If the Buyer validly invokes the Marengo Guarantee:

18.3.1 you will keep the horse and will not receive the proceeds of that Sale;

18.3.2 Marengo will issue the Buyer with Marengo Credit and provide you with a statement recording that the Marengo Guarantee was invoked; and

18.3.3 you may re-list the same horse without paying an additional Listing Fee.

18.4 The Seller-side protection applies to the next Sale of the same horse. Your Original Net Amount is the amount you would have received from the original Sale after deduction of the original Platform Fee.

18.5 If the horse is subsequently sold:

18.5.1 for an amount equal to or less than the Original Net Amount, you will retain the full resale price and no Platform Fee will be charged;

18.5.2 for an amount greater than the Original Net Amount but not greater than the original Purchase Price, you will receive the Original Net Amount and Marengo will retain the balance; or

18.5.3 for an amount greater than the original Purchase Price, the Platform Fee will apply to the full resale price.

18.6 A Partner is eligible for the Seller-side protection on every qualifying Sale. A Member may receive the protection once in any rolling 12-month period.

18.7 The Seller-side protection:

18.7.1 applies to the same horse and Seller;

18.7.2 cannot be transferred to another horse or Seller; and

18.7.3 does not entitle you to a cash payment if the horse is not resold.

18.8 This clause applies only where the Buyer invokes the Marengo Guarantee. It does not apply where the Buyer exercises a statutory cancellation, rejection or other consumer right.

19. misdescription and misrepresentation reports

19.1 A Buyer may report any material misdescription or misrepresentation concerning the horse to Marengo from formation of the Sale Contract until 14 days afterwards. This reporting process does not limit any statutory right or other claim the Buyer may have against you.

19.2 You must respond promptly, provide any information reasonably requested and cooperate with the Buyer in resolving the claim.

19.3 The claim is between you and the Buyer. Marengo may facilitate communications and withhold any Sale proceeds that have not been released while a report made within the reporting period remains open, but does not determine whether the horse conforms to the Sale Contract or whether either party is entitled to a remedy.

20. vaT and tax information

20.1 You are responsible for VAT and other taxes arising from your Sale of the horse, except where applicable law expressly imposes responsibility on Marengo.

20.2 You must declare the correct tax treatment, provide supporting information when requested and notify Marengo promptly of any error or change.

20.3 For VAT on the Platform Fee, Marengo may treat a Seller established in the European Union who does not provide a valid VAT number as a private individual. Marengo may accept other evidence of business status from a Seller established outside the European Union.

20.4 A rule that treats Marengo as the supplier for VAT purposes does not by itself make Marengo the contractual Seller of the horse.

21. consequences of breach

21.1 If you breach these Seller Terms, Marengo may require a correction, reject or remove a listing, suspend the auction or your account, withhold any Sale proceeds that have not been released, recover amounts due or take any other action permitted by the General Platform Terms.

21.2 Action against your listing or account does not by itself terminate a Sale Contract already formed between you and the Buyer. A Sale Contract may be terminated or unwound only by agreement between you and the Buyer, through the valid exercise of a contractual or statutory right, where Marengo is expressly authorised to do so by the applicable terms or by you, or where required by law. Account closure or suspension does not affect any accrued fee, payment, warranty or other existing obligations.