Dealer Brokerage Agreement

Parties

This Dealer Brokerage Agreement ("Agreement") is concluded between:

• IronYard ("Broker"), a heavy equipment marketplace and brokerage based in Johannesburg, South Africa; and
• The Dealer ("Dealer" or "Client"), being the registered business or individual who applies for a dealer account on the IronYard platform and accepts these terms during onboarding.

By submitting a dealer application and ticking the acceptance box during the dealer onboarding wizard, the Dealer confirms that the person accepting is duly authorised to bind the Dealer to this Agreement.

1. Definitions

• "Platform" means the IronYard website, mobile experience, CRM, deal engine and supporting services operated by the Broker.
• "Listing" means any item of equipment uploaded to the Platform by or on behalf of the Dealer.
• "Buyer" means any party who enquires on or purchases a Listing.
• "Commission" means the brokerage fee payable by the Dealer to the Broker on a successful sale, as set out in clause 5.

2. Nature of the relationship

The Broker acts as a non-exclusive brokerage and marketing agent for the Dealer. The Broker does not own the equipment listed and does not take title to it. The Dealer remains the seller of record until ownership transfers to the Buyer.

Nothing in this Agreement creates a partnership, joint venture or employment relationship between the parties.

3. Broker's obligations

• Provide and maintain the Platform, including listing tools, CRM, deal engine and AI features.
• Market the Dealer's Listings through the IronYard marketplace, landing pages, email, WhatsApp and outbound campaigns.
• Route qualified Buyer enquiries, leads and quotes to the Dealer through the CRM.
• Keep the Dealer's private cost and supply-source information confidential and hidden from Buyers and other dealers.
• Treat all personal information in line with the IronYard Privacy Policy.

4. Dealer's obligations

• Provide accurate business information during onboarding (company name, registration number, VAT number, address, areas served) and keep it up to date.
• Upload only equipment that the Dealer is legally entitled to sell and that is free from undisclosed encumbrances.
• Ensure that Listings (photos, hours, year, condition, location and price) are honest and not misleading.
• Respond to Buyer enquiries and IronYard CRM tasks within a reasonable time.
• Honour any quote issued through the IronYard CRM for the validity period stated on the quote, unless the Buyer is notified in writing of a change.
• Use external website links only to ironyard.co.za domains, in line with the dealer link restrictions on the Platform.
• Comply with all applicable South African laws, including consumer-protection, tax, anti-money-laundering and POPIA requirements.

5. Commission and pricing

• The Dealer authorises the Broker to publish a selling price that includes a brokerage margin, calculated using the pricing options available in the Platform (Add Margin, 2.5%, Fixed Rand value, or POA).
• Commission becomes payable to the Broker on each successful sale that originates from, or is concluded through, the Platform, including sales where the Buyer was introduced by IronYard.
• Unless agreed otherwise in writing for a specific Listing, the brokerage margin published on the Listing is the Commission for that sale.
• All amounts are quoted in South African Rand (ZAR) and exclude VAT unless stated otherwise. VAT will be applied where applicable.
• Commission is payable on receipt of the Buyer's funds and before the equipment is released to the Buyer, unless otherwise agreed in writing.

6. Buyer interactions and lead protection

Buyer leads introduced through the Platform belong to the deal facilitated by IronYard. The Dealer agrees not to circumvent the Broker by transacting off-platform with a Buyer introduced by IronYard during the 12 months following that introduction without paying the agreed Commission.

7. Verification and listing approval

Dealer accounts are subject to verification. The Broker may request CIPC documents, director ID, proof of address and other reasonable information. New Listings may be reviewed before publication and the Broker reserves the right to decline, edit or remove any Listing that breaches this Agreement, the Terms & Conditions, or applicable law.

8. Intellectual property and content licence

The Dealer retains ownership of the content it uploads (photos, descriptions, documents). The Dealer grants the Broker a non-exclusive, royalty-free, worldwide licence to host, reproduce, adapt and publish that content for the purpose of marketing the Listing and operating the Platform, including via email, WhatsApp, social media and partner channels.

9. Confidentiality

Each party will keep confidential all non-public information of the other party that it receives in connection with this Agreement, including the Dealer's private cost and supply-source data captured in the Platform.

10. Warranties and disclaimers

The Dealer warrants that the equipment described in each Listing matches its actual condition. The Broker provides the Platform on an "as is" basis and does not warrant uninterrupted availability. The Broker is not a party to the sale contract between Dealer and Buyer and does not warrant the condition, title or fitness for purpose of any equipment.

11. Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special or consequential losses. The Broker's aggregate liability under this Agreement in any 12-month period will not exceed the Commission received from the Dealer during that period.

12. Indemnity

The Dealer indemnifies the Broker against any third-party claim arising out of (a) the Dealer's Listings, (b) the condition or title of the equipment, or (c) the Dealer's breach of this Agreement or applicable law.

13. Term and termination

• This Agreement begins on the date the Dealer accepts it during onboarding and continues until terminated.
• Either party may terminate this Agreement on 30 days' written notice (email to gary.baker@ironyardmail.co.za is sufficient for the Dealer).
• The Broker may suspend or terminate the Dealer's account immediately for material breach, fraud, misrepresentation or non-payment of Commission.
• Commission accrued on deals in progress at termination remains payable.

14. Data protection

Both parties will comply with POPIA when processing personal information of Buyers, leads and contacts. The Dealer may only use Buyer information received through the Platform to progress the specific transaction it relates to, unless the Buyer has separately consented to further marketing.

15. General

• Governing law: This Agreement is governed by the laws of the Republic of South Africa.
• Jurisdiction: The parties consent to the jurisdiction of the Magistrates' Courts of South Africa, without prejudice to the Broker's right to approach the High Court.
• Whole agreement: This Agreement, together with the IronYard Terms & Conditions and Privacy Policy, is the whole agreement between the parties in respect of the dealer relationship.
• Amendments: The Broker may update this Agreement from time to time. Material updates will be communicated by email and posted on this page. Continued use of the Platform after the effective date means the Dealer accepts the update.
• Severability: If any clause is found unenforceable, the rest of the Agreement remains in force.
• Notices: Notices to the Broker must be sent to gary.baker@ironyardmail.co.za. Notices to the Dealer will be sent to the email address on the Dealer's account.

16. Acceptance

By ticking "I agree to the Dealer Brokerage Agreement" during the dealer onboarding wizard and submitting the application, the Dealer accepts and is bound by this Agreement.