Brokerage Agreement

1. Appointment & scope

You appoint Premium Domains — a registered business name (RBN 671015) of Soma Marketing Ltd, a company registered in Ireland (CRO no. 523946) — as your broker to either acquire (buy-side) or find a buyer for (sell-side) the specific domain named in your engagement.

We will: research the domain and its registrant; give you an independent valuation; make and manage the approach under our own name as an accredited .ie registrar; negotiate on your instructions, with every number approved by you before it is offered; coordinate settlement and escrow; and assist with the transfer and DNS once the deal completes. We will act with reasonable care and skill.

2. Success fee

Our fee is 15% of the completed purchase or sale price excluding VAT, plus VAT on our fee where chargeable. It is payable only on completion, and is deducted at settlement or invoiced within 14 days of completion. If no deal completes, nothing is owed.

Buyers you find yourself. If you are selling and a buyer approaches you directly — someone we had not already contacted — refer them to us under clause 8 and our fee on that sale is 7.5% instead of 15%. We still run the negotiation, settlement and transfer; you are not charged the full rate for a buyer you sourced.

3. Settlement

Every brokered sale settles through a third-party escrow provider, whatever the price. The provider holds the buyer's funds; it does not hold the domain.

Settlement runs in three steps. The buyer pays into escrow. The seller then releases the registrar authorisation (EPP) code and the buyer completes the change of ownership at their own registrar. Once the buyer confirms the domain is registered in their name, the funds are released — normally within 3 to 5 business days of that confirmation, provided payout and verification details are complete.

What the buyer pays into escrow depends on which side engaged us. If you listed the domain with us for sale, that is a sell-side engagement: the buyer funds the agreed price and our 15% comes out of your proceeds at release. If you engaged us to acquire a domain, that is a buy-side engagement: you fund the agreed price plus our 15%, and the seller receives the full agreed price.

Premium Domains never holds the purchase funds, and the authorisation code is released only after funds are confirmed held in escrow.

4. Who pays

On a sell-side engagement our fee is taken from the seller's proceeds; on a buy-side engagement it is charged to the buyer. The escrow provider's own transaction fee is borne by the seller. On a sell-side engagement that is you, and it is deducted from your proceeds at settlement. On a buy-side engagement it forms part of the purchase terms, and we will tell you who bears it before you commit.

5. Confidentiality & anonymity

Both parties' identities are withheld from each other throughout negotiation and settlement. Neither party may attempt to identify or contact the other directly, and both consent to the escrow provider handling settlement so identities are not exposed.

Each party keeps the other's identity, the terms discussed and the fact of the negotiation confidential, except where disclosure is required by law or a regulator, or is made to professional advisers who are themselves bound to keep it confidential, or where the information is already public through no breach of this clause. This obligation continues for three years after the engagement ends.

If you contact the other party directly in breach of this clause, we may end the engagement immediately, and clause 9 applies as though you had cancelled.

6. No guarantee

We do not warrant that any purchase or sale will complete.

7. Client warranties & indemnity

Sell-side: you warrant that you own or control the domain and may sell it; that it is free from any dispute, claim or encumbrance; that to the best of your knowledge it does not infringe any third party's trade mark or other rights; and that no proceedings (including under the UDRP or any registry dispute policy) are pending or threatened in respect of it. Buy-side: you warrant that you have the funds to complete.

You indemnify us against losses, liabilities, costs and expenses (including reasonable legal fees) we incur arising from a breach of these warranties. If you are a consumer, this indemnity is limited to breaches you knew of or ought reasonably to have known of, and is capped at the price of the domain. This clause survives termination.

8. Exclusivity & term

The engagement is exclusive and runs for an initial term of 6 months from the date you sign, or 3 months if you are a consumer. After that it continues month to month until either side ends it on 30 days' written notice.

During the term we are your sole broker for the domain named in your engagement, and you may not instruct another broker for it.

Sell-side: you may not list the domain on another marketplace or negotiate its sale directly. Being approached by a buyer you did not solicit is not a breach — refer them to us and we will run the deal at the reduced 7.5% fee in clause 2.

Buy-side: you may not approach the current owner yourself or through anyone else. The value of the engagement is that the owner does not know who is buying — a direct approach removes that and usually raises the price.

Ending the engagement does not switch off the 6-month tail in clause 9.

9. Cancellation & disengagement

Before work begins: you may cancel free of charge.

Consumers, within the 14-day cooling-off period: if you asked us to begin work during that period, you may still cancel, and you will pay an amount proportionate to the work performed up to the point you tell us, charged at €100 per hour and capped at €200 + VAT. We will itemise that work on request.

Otherwise, mid-engagement: a fee of €200 + VAT applies. This reflects our cost of intake, valuation research and outreach setup, and is not a penalty.

After disengagement: if a deal completes — directly or indirectly — with a party we introduced, within 6 months of cancellation, our full 15% fee remains due. A party is “introduced” only if we notified you of them in writing during the engagement.

10. Conflict of interest

We buy and sell domains on our own account, and domains in our own portfolio may compete with yours. Where we have an interest in a transaction we put to you, we will tell you in writing before you are asked to accept or reject it, and you may withdraw from that transaction without charge.

If you ask us to acquire a domain that we own, or that we are already selling for another client, we will tell you before any negotiation begins. You may proceed on that basis or withdraw without charge, and we will not negotiate against ourselves on your behalf.

On a brokered sale we act for both the buyer and the seller, and each party's identity is withheld from the other. By signing you acknowledge this and consent to us acting for both. We will not disclose either party's negotiating position to the other.

11. Liability

Our total liability to you arising out of or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited in aggregate to the greater of (a) the fees actually paid to us under the engagement giving rise to the claim, and (b) €5,000.

We are not liable for loss of profit, loss of opportunity, loss of anticipated savings, or any indirect or consequential loss.

Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited. If you are a consumer, nothing here affects your statutory rights.

No claim may be brought more than 12 months after the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

12. Anti-money-laundering

We will carry out identity and source-of-funds checks where we consider them necessary, particularly on higher-value deals. We may suspend or end the engagement if those checks are not satisfied, and we are not liable for any delay they cause.

13. Data protection

We process your data in line with the privacy policy. Where a deal settles through escrow, we share the details needed to complete settlement with the escrow provider, which processes them as its own controller.

14. Governing law

This agreement is governed by Irish law and the Irish courts.

15. Resolving disputes

If something goes wrong, tell us first. We will try in good faith to resolve it with you within 30 days before either of us starts court proceedings. This does not stop either party seeking urgent relief, and it does not affect a consumer's right to go to court or to use an alternative dispute resolution scheme.

16. Notices

Notices under this agreement are given by email to the addresses on the engagement, and are treated as received on the next business day. Either party may change its address by notice.

17. Assignment

You may not transfer your rights or obligations under this agreement without our written consent. We may transfer ours to a successor to our business, provided your rights are not reduced.

18. Events outside our control

We are not liable for failure or delay caused by events outside our reasonable control, including registry or registrar outages, failures of the escrow provider, or loss of access to systems we do not operate. If such an event continues for more than 30 days, either party may end the engagement without charge.

19. Changes to this agreement

This agreement is versioned, and the version you accepted is recorded with your signature. We may publish a new version at any time, but changes do not affect an engagement already signed — your engagement stays on the version you accepted until it ends.

20. What survives the engagement

Clauses 5 (confidentiality), 7 (warranties and indemnity), 9 (fee after disengagement), 11 (liability), 14 (governing law) and 15 (disputes) continue to apply after the engagement ends.

21. If part of this agreement fails

If any clause is found to be unenforceable, the rest of the agreement continues in force, and that clause applies to the extent it lawfully can.

22. Entire agreement

This agreement and your engagement are the whole agreement between us, and replace anything said or written beforehand. Nothing here limits liability for fraudulent misrepresentation, and if you are a consumer this clause does not affect your statutory rights or anything we told you that you relied on.