GENERAL PLATFORM TERMS

definitions

1. about these terms

1.1 These Terms govern access to and use of the Platform.

1.2 The Platform enables users to create accounts and profiles, view information, communicate, and, when the relevant functionality is available, participate in the advertising, bidding, purchase and sale of horses and related services.

1.3 These Terms apply to every User.

1.4 If you are a Business User, you confirm that you have authority to bind that business or person. In that case, references to you include that business or person.

1.5 By accessing or using the Platform, you confirm that you accept these Terms and agree to comply with them. If you do not agree, you must not use the Platform.

1.6 The precise functionality available may change over time and certain features may initially be made available on an early-access, pilot, test or limited-release basis.

1.7 Nothing in these Terms excludes or restricts any right or remedy that cannot lawfully be excluded or restricted.

2. who we are

2.1 The Platform is operated by Marengo.

2.2 You can contact us by email as follows:

2.3 Where another Marengo group company provides a particular service, the relevant additional terms or notice will identify that company and its role. Group company has the meaning given in section 1159 of the Companies Act 2006 (or equivalent applicable law).

3. other terms that apply

3.1 These Terms should be read with the following additional terms, where applicable:

3.1.1 our Privacy Policy;

3.1.2 our Cookie Policy;

3.1.3 our Buyer Terms;

3.1.4 our Seller Terms;

3.1.5 any auction, bidding, Secure Now, Marengo Guarantee, promotional or service-specific rules displayed or accepted before you use the relevant functionality; and

3.1.6 any mandatory information or terms presented to you during registration or a transaction.

3.2 If there is a conflict, the more specific terms relating to the relevant service or transaction will prevail over these Terms to the extent of that conflict.

4. marengo's role

4.1 Marengo provides and administers the Platform through which Sellers may list and sell horses and Buyers may bid for and purchase horses. In connection with a listing and Sale, Marengo acts as the agent of the relevant Seller for the limited purposes set out in the Seller Terms. The Seller remains the owner and contractual seller of the horse. Marengo does not own or take title to any horse or sell any horse as principal. Marengo may receive and hold transaction funds as the Seller's agent and may facilitate or conclude the Sale Contract on the Seller's behalf in accordance with the applicable Buyer Terms and Seller Terms, but is not a party to the Sale Contract.

4.2 References on the Platform to an “auction”, “Bid”, “Sale”, Secure Now purchase or similar transaction process describe processes administered by Marengo on the Seller's behalf. They do not make Marengo the Seller, Buyer or owner in relation to the horse or party to the Sale Contract.

4.3 Where applicable law treats Marengo as the supplier solely for VAT or other tax purposes, this does not make Marengo the Seller under the Sale Contract or responsible for the Seller’s contractual obligations, except to the extent required by applicable law.

4.4 Marengo may provide technology, standardised information and disclosure requirements, communication functionality, payment and settlement processes, support and other services connected with a transaction. Marengo may prescribe information that a Seller must or may provide and may display the extent of the information supplied. Providing those services does not make Marengo the fiduciary, partner or representative of any User, and Marengo does not act as the Buyer's agent. Marengo's appointment as the Seller's agent is limited to the purposes expressly set out in the Seller Terms.

4.5 Unless expressly provided in the applicable terms and subject to clause 5, Marengo in its own capacity makes no representation and gives no warranty or guarantee in relation to any horse, transaction or the parties to any transaction, including but not limited to whether a User will complete a transaction, that a Seller owns or has authority to sell a horse, that a Buyer is able to pay, or that information supplied by a Seller or User is accurate, complete or up to date. Information concerning a horse is supplied by or on behalf of the Seller. Marengo’s role as the Seller’s agent does not mean that Marengo independently verifies or adopts that information or any representation made by the Seller as its own. Unless expressly stated otherwise, Marengo does not inspect a horse, assess its quality or suitability, or independently verify information supplied by a Seller. Any administrative check or other review undertaken by Marengo is limited to the particular process expressly described on the Platform and is not a substitute for a User’s own enquiries, inspection or due diligence.

5. marengo guarantee

5.1 Marengo may make available certain Buyer-protection or transaction-support arrangements from time to time, including the Marengo Guarantee.

5.2 Marengo may make available separate protection to an eligible Seller where a Buyer validly invokes the Marengo Guarantee. Any such protection is horse-specific and is subject to the applicable Seller Terms.

5.3 Nothing in these Terms creates any entitlement under the Marengo Guarantee or expands Marengo's obligations beyond those expressly set out in the applicable Buyer Terms, Seller Terms or other applicable specific terms.

5.4 The Marengo Guarantee is additional to, and does not replace, restrict or exclude, any mandatory statutory right available to a Buyer.

6. eligibility and access

6.1 You may create an account or use transactional features only if you are at least 18 years old and have legal capacity to enter into binding contracts. 

6.2 If you are a Business User, you must have authority to do so and must provide evidence of that authority if reasonably requested. 

6.3 You must not use the Platform if doing so would breach any law that applies to you, or if we have previously suspended or terminated your access and have not authorised you to return. 

6.4 We may limit the availability of all or part of the Platform by territory, User category or service, including where required for legal, regulatory, operational or risk-management reasons. 

7. fees and paid services

7.1 Marengo may charge fees for subscriptions, listings and other paid features or services. The applicable fee, any VAT and the payment terms will be displayed or otherwise notified to you before you purchase or use the relevant paid feature or service.

7.2 The Platform Fee and any other amounts payable in connection with the listing or sale of a horse are governed by the Seller Terms.

8. accounts, user information and profiles

8.1 Certain features require a registered account. You must provide complete, accurate and current information and keep it updated.

8.2 You must register in your own name or the correct legal name of the business you represent, and state accurately whether you are acting as a private individual or in the course of a trade, business, craft or profession. You must not impersonate another person, create an account using false information or conceal whether you act privately or in the course of business.

8.3 A natural person or legal entity may hold only one account, and any registered trade name must be associated with the account of the natural person or legal entity that owns it. Accounts must not be sold, transferred, shared or made available to another person, except that a business account may be used by authorised representatives in accordance with the functionality we provide.

8.4 You are responsible for maintaining the confidentiality and security of your login details and for activity carried out through your account, except to the extent caused by our breach of duty. You must notify us promptly at support@marengo.horse if you know or suspect that your account has been accessed without authority, your login details have been compromised or information in your account is inaccurate. We may suspend access to the account while the matter is investigated.

8.5 We may require you to verify your email address, identity, age, business status, authority, payment details or other information before granting or continuing access to Platform functionality. Business Users must provide their company name and address and, where applicable, their VAT number. European Union VAT numbers may be verified through the Value Added Tax Information Exchange System during registration and again when a listing is submitted.

8.6 You must provide information reasonably requested to comply with applicable legal, tax, anti-money-laundering, sanctions, fraud-prevention, platform-reporting or other regulatory obligations. We may share information as explained in our Privacy Policy or where required by law.

8.7 Before bidding, a Buyer must register a payment card verified through 3-D Secure and authorise Marengo to place a hold on and, where permitted under the Buyer Terms, charge that card. Where Marengo permits, a Buyer who cannot register a payment card may instead pay a refundable deposit by bank transfer.

8.8 A registered User’s profile and buying and selling preferences are visible only to that User and Marengo. Veterinary documents are available in full to signed-in Users.

8.9 The number of bids and the identity of bidders are visible only to Marengo, although a Seller may see the bids placed on that Seller’s horse and when they were placed, but not the bidders’ identities.

8.10 A Seller’s identity and subscription status, together with the horse’s listing information, photographs, video, current price and the fact that bidding is running, are publicly visible. The Seller is also identified in the relevant transaction documents. When a Sale Contract is formed, Marengo will provide the Buyer and Seller with the additional details reasonably required to complete the transaction and arrange collection.

8.11 We may use automated processes and profile information to operate, personalise and improve the Platform in accordance with our Privacy Policy, including to suggest horses based on information and preferences associated with your account. Any suggestion is for information only and is not a recommendation or assessment of a horse’s suitability.

8.12 We may amend your status, request evidence or restrict your account where we reasonably believe the status shown is inaccurate. We may reject an application for an account or require additional information where reasonably necessary to protect Users, comply with law, prevent fraud or manage Platform risk.

8.13 Failure to provide required information may result in restricted functionality, suspension, cancellation of a listing or transaction where permitted by the applicable transaction terms, or termination of your account.

9. acceptable use

9.1 You may use the Platform only lawfully, for its intended purpose and in accordance with these Terms and any instructions displayed on the Platform.

9.2 You must not:

9.2.1 use the Platform unlawfully, fraudulently, deceptively or to facilitate unlawful activity;

9.2.2 provide false, misleading, incomplete or out-of-date information;

9.2.3 impersonate another person or misrepresent your identity, authority, status or affiliation;

9.2.4 harass, threaten, abuse, discriminate against or unlawfully interfere with another User;

9.2.5 send spam, unsolicited marketing, chain messages or other unauthorised communications;

9.2.6 use information, contact details or an introduction obtained through the Platform to circumvent or attempt to circumvent Marengo, an auction or another transaction process, conclude or arrange a transaction outside the Platform in breach of the applicable Seller Terms, or avoid a Platform Fee or other amount properly due to Marengo;

9.2.7 encourage, assist or agree with a Seller or Buyer to withdraw, delay or allow a listing or auction to expire in order to conclude a transaction outside the Platform;

9.2.8 create multiple accounts to obtain an unfair advantage, evade restrictions or misuse an offer;

9.2.9 collude or enter into any agreement, arrangement or understanding with another person to manipulate a bid, the price of a horse or the outcome of an auction or other transaction process;

9.2.10 offer, promise, give, request or accept any bribe, secret commission, undisclosed payment or other financial or non-financial advantage intended to influence improperly any listing, bid, purchase, sale or other activity relating to the Platform;

9.2.11 receive any commission, payment, benefit or other advantage in connection with a transaction without disclosing it to any person on whose behalf you act and obtaining any consent required by applicable law;

9.2.12 if you act on behalf of another person, misrepresent or fail to disclose the capacity in which you act, your authority to act, or any material conflict of interest relating to the transaction;

9.2.13 act for both the Seller and Buyer in the same transaction unless you have disclosed that dual representation fully to both parties and obtained their prior written consent;

9.2.14 interfere with, damage, overload or disrupt the Platform or any connected system;

9.2.15 introduce malicious code, viruses, malware or other harmful material;

9.2.16 attempt to gain unauthorised access to an account, server, database, network or non-public part of the Platform;

9.2.17 collect or use another User’s contact or personal information except for a genuine Platform transaction and in accordance with applicable law; or

9.2.18 assist another person to do any of the above.

9.3 We may investigate suspected misuse and may preserve or disclose relevant information where reasonably necessary to protect Users, enforce these Terms or comply with law.

10. user content and communications

10.1 You remain responsible for your User Content and must ensure that it:

10.1.1 is accurate and not misleading where it states facts;

10.1.2 is genuinely held where it states opinions;

10.1.3 complies with applicable law and these Terms;

10.1.4 does not infringe intellectual property, privacy, confidentiality or other rights;

10.1.5 does not contain unlawful, defamatory, threatening, hateful, discriminatory, obscene, harmful or deceptive material;

10.1.6 does not contain third-party personal data unless you have a lawful basis and any required permission to provide it; and

10.1.7 does not advertise unrelated goods, services or competing platforms except where we allow this.

10.2 You confirm that you own your User Content or have all rights, licences, consents and permissions needed to submit it, permit its display on the Platform and grant the rights in clause ‎11, including in relation to any personal data contained in veterinary documents or other materials you provide.

10.3 Communications between Buyers and Sellers relating to a listing or transaction must take place through the communication functionality provided by Marengo and must remain professional, lawful and related to genuine use of the Platform. Where those materials contain another person’s personal data, you must ensure that the person has been given any information about its use and publication required by applicable law.

10.4 Where Marengo provides messaging, bidding, commenting, review, rating or other interactive functionality, Marengo may use automated or human processes to monitor, review or moderate its use to prevent fraud, identify breaches of these Terms and enforce fees or other amounts due to Marengo.

10.5 Marengo is not obliged to monitor, review or moderate all User Content or communications, and the fact that any User Content or communication remains available does not mean that Marengo has reviewed, verified or approved it. Users remain responsible for their own communications and interactions with other Users.

10.6 We may edit, correct, restrict, remove or disable access to User Content, including a listing, that we reasonably believe is inaccurate, misleading, inappropriate or in breach of these Terms, the applicable specific terms or applicable law. We may require the relevant User to correct it and may restrict or suspend the User’s account while the matter is reviewed. We do not endorse User Content merely because it appears on the Platform.

10.7 You should keep your own copy of User Content. We do not provide a storage or backup service unless we expressly agree otherwise.

11. Licence to use user content

11.1 You retain ownership of your User Content.

11.2 You grant Marengo a worldwide, non-exclusive, royalty-free, transferrable, perpetual, irrevocable licence to host, store, reproduce, edit, format, adapt, translate, display, communicate and otherwise use User Content to operate, secure, administer, improve and promote the Platform and any relevant listing or transaction, including through social media and marketing partners. This includes Platform operation, promotion, advertising, marketing, portfolio, archival and related business purposes.

11.3 The licence includes the right to make User Content available to service providers, professional advisers, payment and verification providers, marketing partners and other Users where reasonably necessary for those purposes, subject to our Privacy Policy and any confidentiality obligations that apply.

11.4 The licence in this clause is irrevocable and continues for as long as the relevant rights subsist, including after a listing or transaction has ended or the User’s account has been closed. Marengo may retain and use copies for record-keeping, legal compliance, dispute management and enforcement for as long as reasonably necessary.

12. marengo content and intellectual property

12.1 Marengo and its licensors own all intellectual property rights in the Platform and Marengo Content, including rights in the software, databases, design, graphics, text, trade marks, logos and the selection and arrangement of content. User Content remains subject to clause ‎11.

12.2 We grant you a limited, personal, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose in accordance with these Terms.

12.3 You must not copy, modify, adapt, translate, distribute, sell, license, publish, frame, mirror, reverse engineer or commercially exploit any part of the Platform or Marengo Content, except as permitted by law or with our prior written consent.

12.4 You must not use “Marengo”, any Marengo logo or any other trade mark or branding owned or used by Marengo without our prior written consent.

12.5 If you print or download permitted extracts, you must not modify them and must retain all copyright and proprietary notices.

13. no automated extraction or misuse of data

13.1 You must not conduct, facilitate, authorise or permit web scraping, crawling, harvesting, text or data mining, automated extraction, monitoring or republication of any part of the Platform or its data, except with our prior written consent or to the extent that the activity cannot lawfully be restricted by contract.

13.2 You must not use any robot, bot, spider, scraper, automated program, algorithm or similar process to access the Platform, create accounts, place bids, send messages, copy listings or collect data.

13.3 You must not use Platform content or data to train, develop, test or improve an artificial-intelligence or machine-learning model without our prior written consent, except to the extent this restriction is prohibited by applicable law.

14. platform availability and changes

14.1 We may update, change, suspend, withdraw or restrict all or part of the Platform, including particular features, to reflect legal requirements, security needs, maintenance, technology, user needs or business priorities.

14.2 We do not guarantee that the Platform or any feature will always be available, uninterrupted, error-free or compatible with every device or system.

14.3 We will use reasonable efforts to give notice of material planned changes or suspension where it is practicable and appropriate to do so.

14.4 Free features may be changed or withdrawn without compensation. Any change affecting a paid service or active transaction will be dealt with under the applicable specific terms and mandatory law.

14.5 We may make the Platform or particular features available on an early-access, pilot, test or limited-release basis. Such functionality may be incomplete, subject to additional limitations, changed or withdrawn at any time, and may not operate without interruption or error. We may limit access to selected Users, territories or transactions and may invite Users to provide feedback.

14.6 The launch, availability and timing of future functionality may change. Statements about planned features or dates are indicative only unless we expressly commit otherwise in writing.

14.7 Marengo may, in its sole discretion, reject or disregard a Bid, correct an error, suspend, extend, reopen or cancel the relevant process, or require the horse to be offered again. Any exercise of these powers will be subject to the applicable Buyer Terms, Seller Terms and other specific terms.

15. information on the platform and due diligence

15.1 Marengo Content is provided for general information and Platform operation. It is not legal, tax, financial, veterinary, insurance, transport, breeding or other professional advice.

15.2 A Seller must provide all information and documentation required by Marengo and confirm that the relevant listing is complete and accurate before bidding opens. Marengo may specify mandatory and optional information requirements and may indicate the extent of the information supplied in relation to a horse. Unless expressly stated otherwise, Marengo does not independently inspect the horse, verify or guarantee the information supplied, or assess the horse’s quality, condition, suitability or value.

15.3 A User considering a transaction is responsible for carrying out appropriate enquiries, inspections and due diligence and for obtaining any independent professional advice required. This may include inspecting or trying the horse, arranging a veterinary examination, undertaking identity and ownership checks, reviewing relevant records and disclosures, and obtaining advice concerning the sale contract, insurance, tax, transport, export, import and regulatory requirements.

15.4 A prospective Buyer may communicate directly with the Seller to ask questions and may arrange with the Seller to inspect or try the horse or obtain a further veterinary examination of the horse. Marengo does not arrange or supervise those activities unless it expressly agrees otherwise.

15.5 Any badge, verification marker, veterinary examination level, standardised field or information-level indicator displayed by Marengo means only that the particular process or information requirement described on the Platform has been completed or satisfied. It does not indicate that Marengo has independently verified all information supplied, it is not a substitute for a User’s own enquiries, inspection or due diligence and it does not constitute a representation, warranty or guarantee as to the horse, the User or the transaction, unless expressly provided by Marengo under the applicable specific terms, including the Marengo Guarantee where relevant.

15.6 Marengo may reject, suspend or remove a listing where information or documentation required by Marengo has not been provided, is incomplete or inaccurate, cannot reasonably be verified, or is no longer current. Marengo is not obliged to accept or retain any horse for listing merely because information or documentation has been submitted.

15.7 Nothing in this clause limits an express obligation accepted by Marengo under separate Buyer-protection or guarantee terms or any liability that cannot lawfully be excluded.

16. third-party services and links

16.1 The Platform may contain links to, integrate with or facilitate access to services provided by third parties, including services relating to payment, payment verification, the holding and transfer of funds, identity verification, veterinary matters, insurance, transport, data, communications and other matters.

16.2 Third-party services may be subject to separate terms and privacy notices. Unless we expressly state otherwise, any contract for and payment for a third-party service is between you and the relevant provider, and Marengo is not a party to that contract.

16.3 A link, integration, recommendation or introduction does not by itself mean that Marengo endorses or guarantees the relevant third party or service.

16.4 We are not responsible for the availability or content of third-party websites or services, except to the extent responsibility cannot lawfully be excluded or we expressly accept it in separate terms.

16.5 In its capacity as the Seller’s agent and subject to the applicable Buyer Terms and Seller Terms, Marengo may receive the Purchase Price and withhold or delay its release to the Seller until the Marengo Guarantee period and any applicable claim period have expired and there is no unresolved report of fraud, misrepresentation or misdescription. Marengo may delay, suspend or withhold the release of funds where there is a dispute, suspected fraud, chargeback, competing claim, compliance concern, payment irregularity or an actual or potential claim under the Marengo Guarantee, or where this is reasonably necessary to comply with law or protect a User or the Platform.

17. reports and complaints

17.1 If you believe that content or conduct on the Platform is unlawful, unsafe, misleading or infringes your rights, please report it using the reporting functionality on the Platform or by emailing support@marengo.horse.

17.2 A report should identify the content or conduct, explain the concern and provide supporting information. We may ask for further information and may share the substance of the report with the affected User where appropriate.

17.3 We may remove or restrict content, suspend functionality, request corrections, preserve evidence or take other proportionate action while a matter is reviewed. Taking action does not mean that Marengo accepts liability or determines the legal rights of the parties. The affected User may respond and ask Marengo to reconsider its decision.

17.4 You must not knowingly submit a false, misleading, abusive or bad-faith report.

17.5 A Buyer may report an alleged misdescription of a horse to Marengo at any time from completion of the Sale until 23:59:59 Central European Time or Central European Summer Time, as applicable, on the fourteenth calendar day following the day on which the Sale is completed. Any dispute or claim concerning a horse, its description or the Sale Contract is a matter between the relevant Buyer and Seller. Marengo is not obliged to determine or resolve the dispute, act as mediator or take legal action on behalf of either party, but may withhold the transaction funds in accordance with the applicable Buyer Terms and Seller Terms.

18. suspension and termination

18.1 You may request closure of your account through the Platform or by emailing support@marengo.horse. Account closure does not cancel or otherwise affect any active bid, sale, payment or other existing right or obligation, each of which remains governed by the applicable Buyer Terms, Seller Terms or other specific terms.

18.2 We may reject or remove a listing, cancel or restrict participation in an auction or other transaction process, restrict or suspend functionality, or suspend or terminate your account or access, at our discretion, including where:

18.2.1 you have breached these Terms or applicable specific terms;

18.2.2 you have engaged in or attempted collusive bidding, bid manipulation, bribery, fraud, undisclosed dual representation, concealment of a material conflict of interest or other serious auction or transaction misconduct;

18.2.3 you have assisted, encouraged or facilitated another person’s breach of these Terms or the applicable specific terms;

18.2.4 information you supplied is false, incomplete or cannot be verified;

18.2.5 your account or activity presents a fraud, security, legal or regulatory risk;

18.2.6 your activities have caused or are likely to cause material harm to the reputation, goodwill or integrity of Marengo, the Platform or its Users;

18.2.7 you have failed to pay an amount properly due under the applicable Buyer Terms, Seller Terms or other transaction terms;

18.2.8 you become insolvent, enter into administration, liquidation, bankruptcy or any analogous process, or Marengo reasonably considers that there is a material risk that you may be unable to meet your obligations in connection with a transaction;

18.2.9 this is necessary to protect another User or the integrity of the Platform;

18.2.10 we are required to do so by law, a regulator, court, payment provider or other competent authority; or

18.2.11 we discontinue the relevant service.

18.3 If Marengo suspends or blocks a User’s account, Marengo may withdraw any active bids placed through that account and the relevant auction may continue. Suspension or termination does not affect any completed sale, payment, settlement or operation of the Marengo Guarantee.

18.4 Where appropriate and lawful, we will give notice and a reasonable opportunity to remedy a breach. We may act immediately and without prior notice where the matter involves suspected fraud, collusive bidding, bribery, bid manipulation or other serious auction or transaction misconduct, or where the issue is urgent, incapable of remedy or creates a material legal, regulatory, financial, security or reputational risk.

18.5 Following suspension or termination, you must not create another account without our written permission.

18.6 Provisions that by their nature are intended to continue, including intellectual property, records, liability, indemnity, governing law and dispute provisions, survive termination.

19. liability

19.1 Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence where applicable.

19.2 If you are a Business User, subject to clause ‎19.1:

19.2.1 all implied conditions, warranties, representations and other terms are excluded to the fullest extent permitted by law;

19.2.2 Marengo is not liable for loss of profit, revenue, business, opportunity, anticipated savings, goodwill, reputation or data, or for indirect or consequential loss; and

19.2.3 Marengo’s total aggregate liability arising out of or in connection with these Terms and use of the Platform in any 12-month period is limited to the greater of the fees paid by you to Marengo in that period.

19.3 Subject to clause ‎19.1 and mandatory law, Marengo is not responsible for loss arising from:

19.3.1 a Sale Contract or any dispute, act or omission between Users;

19.3.2 the condition, health, behaviour, performance, suitability, ownership, title, location or legal status of a horse;

19.3.3 User Content or third-party information that Marengo has not expressly warranted;

19.3.4 a third-party service or website;

19.3.5 unauthorised access resulting from your failure to secure your account;

19.3.6 events beyond our reasonable control; or

19.3.7 use of the Platform contrary to these Terms or our instructions.

19.4 Any liability relating specifically to a paid service, transaction, payment process or the Marengo Guarantee is subject to the applicable specific terms, which may set a separate lawful liability allocation.

20. indemnities

20.1 If you use the Platform in the course of business, you will indemnify Marengo and its group companies against losses, liabilities, damages, costs and professional expenses arising from (but not limited to):

20.1.1 your breach of these Terms;

20.1.2 User Content supplied by you infringing a third party’s rights;

20.1.3 your unlawful, fraudulent or misleading use of the Platform; or

20.1.4 your breach of a contract with another User, except to the extent caused by Marengo’s breach of duty.

20.2 If you use the Platform wholly or mainly outside your trade, business, craft or profession, you will indemnify Marengo and its group companies against losses, liabilities, damages, costs and reasonable professional expenses arising directly from a third-party claim caused by:

20.2.1 User Content supplied by you infringing that third party’s intellectual property, privacy or other legal rights; or

20.2.2 your fraudulent or deliberately unlawful use of the Platform.

20.3 In the event of a third-party claim under this clause ‎20, Marengo may control the investigation, defence, settlement or compromise of the claim. You must promptly provide all information, documents and assistance reasonably requested by Marengo and must not admit liability, settle or compromise the claim, communicate with the claimant about its substance, or take any step that may prejudice Marengo’s position, without Marengo’s prior written consent.

21. privacy

21.1 We process personal data in accordance with our Privacy Policy.

21.2 If you provide personal data about another person, you confirm that you are entitled to do so and have provided any required information to that person.

21.3 You must use personal data obtained through the Platform only for the relevant lawful Platform purpose and must protect it against unauthorised use or disclosure.

21.4 Marengo will display information identifying the Seller in connection with a listing and will identify the Seller in the relevant transaction documents, so that prospective Buyers know the identity of the person with whom any Sale Contract will be formed. The information disclosed, the persons to whom it is made available and the purposes for which it may be used will be described on the Platform and in our Privacy Policy.

22. changes to these terms

22.1 We may change these Terms to reflect changes in law, regulation, Platform functionality, security, business operations or user needs.

22.2 We will publish the updated Terms and state the effective date. Where a change materially affects registered Users, we will give reasonable advance notice by email, account notification or another appropriate method, unless an immediate change is required by law, security or an urgent risk.

22.3 If you do not agree to an update, you must stop using the affected service before it takes effect and may close your account, subject to existing transaction obligations.

22.4 Changes will not apply retrospectively to completed transactions unless required by law or agreed by the affected parties.

23. general

23.1 Transfer: You may not transfer your rights or obligations under these Terms without our prior written consent. We may transfer our rights and obligations to a group company or to a person acquiring the relevant business, provided this does not reduce mandatory consumer rights.

23.2 Relationship: The Seller Terms appoint Marengo as the Seller’s disclosed agent for the limited purposes set out in those terms. Except for that limited appointment or where other specific written terms expressly provide otherwise, these Terms do not create a partnership, joint venture, employment, fiduciary or agency relationship between Marengo and any User. Marengo does not act as the Buyer’s agent.

23.3 Force majeure: Marengo will not be liable for any delay, failure, interruption or error caused by circumstances beyond its reasonable control, including any failure or disruption affecting the internet, telecommunications, technology, payment systems or third-party services.

23.4 Entire agreement for Business Users: If you are a Business User, these Terms and the applicable specific terms constitute the entire agreement concerning use of the Platform and supersede prior statements on that subject. Neither party excludes liability for fraud.

23.5 Severance: If any provision is invalid, unlawful or unenforceable, it will be modified to the minimum extent necessary or, if that is not possible, treated as deleted. The remaining provisions continue in effect.

23.6 Waiver: A delay or failure to enforce a right is not a waiver of that right.

23.7 Marengo’s group companies may enforce the rights conferred on them under clause 19 pursuant to the Contracts (Rights of Third Parties) Act 1999. Except as provided in this clause ‎23.7, a person who is not a party to these Terms has no right under that Act to enforce any term of these Terms.

23.8 Notices: We may contact you using the email address, account notification or other contact details registered to your account. Formal notices to Marengo must be sent to legal@marengo.horse in accordance with any instructions we publish.

23.9 Language: These Terms and the applicable specific terms are in English. We may communicate with you in another language, but any such communication does not amend or replace the English contractual terms, subject to mandatory law.

24. governing law and disputes

24.1 These Terms and any non-contractual obligations or claims arising out of or in connection with them are governed by the law of England and Wales.

24.2 If you use the Platform wholly or mainly outside your trade, business, craft or profession, you may have mandatory rights under the law of the country where you live and may be entitled to bring proceedings in your local courts.

24.3 If you are a Business User, the courts of England and Wales have exclusive jurisdiction over disputes arising out of or in connection with these Terms.

24.4 Before starting proceedings, Users and Marengo should first try to resolve a complaint through legal@marengo.horse. This does not prevent urgent relief or affect a mandatory right to use a court or dispute-resolution body.

Effective date: 9 October 2026

Schedule 1

25. early registration benefit terms

25.1 Eligibility

25.1.1 A User who registered during Marengo’s early-access period and completed all required forms on or before 31 December 2026 is eligible for a one-time discount on the terms set out in this Schedule (the "Early Registration Benefit").

25.1.2 The Early Registration Benefit is a discount. It is not Marengo Credit, and no amount is credited to a User’s account upon registration.

25.2 Use of the Early Registration Benefit

25.2.1 The Early Registration Benefit may be applied to the User’s first purchase or first sale of a horse through the Platform, whichever occurs first, and is valid until 30 June 2027.

25.3 The discount

25.3.1 The Early Registration Benefit will be up to one thousand euros (€1,000) excluding VAT, capped at 5% of the price of the horse purchased or sold.

25.3.2 Where applied to a purchase, the Early Registration Benefit will reduce the amount payable by the Buyer. Where applied to a sale, it will reduce the Platform Fee payable by the Seller.

25.4 Expiry and transfer

25.4.1 The Early Registration Benefit:

(a) is personal to the eligible User and may not be transferred; and

(b) may be used only once, subject to paragraph 5 below.

25.5 Cancelled or unwound transactions

25.5.1 If the transaction to which the Early Registration Benefit was applied is cancelled or unwound, the Early Registration Benefit will be restored to the User.

25.5.2 If a Buyer validly invokes the Marengo Guarantee, the Marengo Credit issued to the Buyer will equal the amount actually paid by the Buyer after applying the Early Registration Benefit. The Early Registration Benefit will be restored at the same time to the User.

25.6 Misuse

25.6.1 Marengo may withhold or withdraw the Early Registration Benefit if it reasonably believes that a User is not eligible for it, has provided inaccurate information or has misused the Early Registration Benefit.