Platform Terms & Scope of Work

Part I · Introduction

Who we are

Refloat is a private marketplace platform operated by EMX LLC, a limited liability company incorporated under the laws of the United Arab Emirates (Commercial Registration No. 1195964, P.O. Box 333) (“EMX”, “We”, “Us”). Refloat is introduced by 7X Innovation Studio. Refloat connects verified sellers of surplus stock with verified buyers. Sales are made directly between the seller and the buyer. EMX does not take title to any stock, hold participant funds, or act as the buyer, seller, agent or partner of any participant. EMX earns a commission on completed transactions and may provide optional logistics and related services in connection with those transactions.

By registering for Refloat or otherwise accepting these Terms, you (“You” or “Participant”) agree to be bound by them. EMX and the Participant are each a “Party” and together the “Parties”. If You participate as both a seller and a buyer, the relevant provisions applicable to each role will apply. Acceptance of these Terms forms a binding agreement between the Parties.

Part II · How Refloat Works (Scope of Work)

Principles

1. 1.EMX is a facilitator. It never takes title and never sits in the money flow. Money moves directly between the trading parties.
2. 2.Refloat earns a commission. EMX invoices it separately, and it is due on deal confirmation.
3. 3.The seller side pays the commission. It is a success fee on value recovered. Buyers pay Refloat nothing in the pilot.
4. 4.The take rate varies by model and falls as lot value rises. Consignment highest, bulk lowest.
5. 5.Add-on services are optional, EMX-provided, and billed on a separate rate card.

The three models

1. Bulk buyout

One vetted buyer takes the whole lot for fast, guaranteed cash, at a lower price. Lowest take rate.

Flow

• Seller lists the lot, sets floor, brand rules, and visibility.
• Refloat matches a vetted buyer.
• Both agree terms through Refloat.
• Buyer pays the seller directly. Goods move, EMX delivery optional.
• Refloat invoices the seller its commission on deal confirmation.

Settlement. Buyer pays the seller within 7 days of collection. Commission payable within 14 days of confirmation.

2. Consignment

Selected items placed with a vetted reseller who sells them through to end customers. The seller keeps title until each item sells and recovers value as it sells. Highest take rate, because Refloat carries the listing, the match, and the sell-through over time.

Flow

• Seller consigns selected items, sets floor, brand rules, and visibility.
• Refloat matches a vetted reseller.
• Consignment agreement through Refloat. Goods placed with the reseller, EMX delivery or storage optional. Title stays with the seller.
• Items sell through over the consignment window. The reseller remits to the seller per settlement.
• Refloat invoices the seller its commission on the sold-through value, at each settlement.
• Unsold items return to the seller or roll into a new window at the end.

Settlement. The reseller settles with the seller monthly on sold-through value. Refloat invoices its commission monthly on the same value. Consignment window: for the duration of the pilot, or a shorter period set in the Deal Confirmation; the parties may extend it by mutual agreement, including beyond the pilot. If Refloat moves from pilot to a live service, the standard window is ninety (90) days, renewable by mutual agreement.

3. Fulfilment centre

A fulfilment centre sells stock belonging to an SME that cannot pay it, under an arrangement with the SME that gives it the right to sell. Medium take rate, for the added handling and verification.

Flow

• The SME and the centre agree their terms, including how proceeds are split. The centre obtains the right to sell.
• The centre onboards as the listing party. It warrants that it has the right to sell the stock and to handle the proceeds, that the stock is free of any creditor, security, or other third-party claim, and that, so far as it is aware, the SME is not insolvent or subject to bankruptcy or restructuring proceedings. The centre must tell Us promptly if any of this changes, and We may then suspend or withdraw the listing. The centre indemnifies Refloat and EMX against any claim arising from the sale, including any creditor or insolvency claim. We hold a signed authority confirmation.
• Refloat matches a vetted buyer, bulk or consignment.
• Sale closes. Buyer pays the centre directly. Goods move.
• Proceeds are handled under the centre's own arrangement with the SME. Refloat is not party to it and never touches the funds.
• Refloat invoices the centre its commission on the sale proceeds.

Settlement. Buyer pays the centre within 7 days of collection. Commission payable within 14 days of confirmation.

Take-rate framework

The commission is a percentage of the realized sale value, what the seller side actually receives, not the declared value. The band is set by the lot's declared value at listing, so the rate is agreed upfront. The rate falls as value rises.

Minimum fee. AED 500 + VAT per closed deal, or the percentage above, whichever is higher.

Who pays, and how the commission is collected

The seller side pays. Bulk and consignment, that is the seller. Lien, that is the fulfilment centre. Buyers pay Refloat nothing in the pilot. This aligns the fee with the value recovered and keeps demand strong.

Because EMX stays out of the money flow, the commission is invoiced rather than deducted at source, which puts collection risk on Refloat. Mitigate it three ways:

• Make the commission due on deal confirmation, not after the seller has been paid.
• Bind it in the participation terms each party accepts before going live.
• Back it with the no-circumvention clause, so a party cannot close the introduced deal off-platform to avoid the fee.

Add-on services rate card

Optional, EMX-provided, quoted separately from the commission. Price each at EMX cost plus a margin. Suggested billing unit alongside each:

• Pickup and delivery, per trip or per pallet.
• Storage and warehousing, per pallet per week.
• Fulfilment, pick, pack, ship, per unit or per order.
• Inspection and grading, per unit or per lot.
• Photography, per unit or per lot.
• Repackaging and relabeling, per unit.
• Export support, documents and customs facilitation, per shipment.

Partner shared upside

A referral partner introduces a seller or buyer who joins and transacts. They earn a share of the Refloat commission on deals from the participants they bring.

• Starting share. 15% of the Refloat commission, for the pilot, calibratable.
• This is separate from the fulfilment-centre lien model. There, the centre is the seller-side party and is charged the lien take rate. It is not paid a referral share.

VAT and invoicing

• Refloat's commission and EMX's services are standard-rated at 5%. Quote all rate cards VAT exclusive and add VAT.
• Where goods qualify as eligible second-hand goods, the party making the sale to the buyer (the seller, or on consignment the reseller) may account for VAT under the Profit Margin Scheme. Determining eligibility and applying the scheme correctly is solely that party's responsibility, under its own circumstances and applicable law. This does not affect Refloat's commission or EMX's service fees, which are standard-rated at 5% in all cases.

Commission

Refloat charges the seller side a commission only when a deal closes. Buyers pay nothing during the pilot. The commission follows the published take-rate framework above, and the agreed amount is recorded in each Deal Confirmation. The table below compares the three models at a glance.

Settlement terms

International shipments require full prepayment (100%) prior to dispatch, with all shipping, customs clearance, duties, and related costs borne by the buyer.

Value-added services

Value-added services are optional and may be selected individually or bundled depending on the chosen commercial model. Storage, fulfilment, catalogue creation, photography, and inventory management are available across all Refloat models where applicable.

Part III · Platform Terms — Refloat · Pilot, Version 1.1

1. The pilot

This is a limited pilot to test Refloat. It is not a promise of any volume, match, price, or result. We may change the pilot or end it at any time.

2. How a deal works

You list stock or review matches on the platform. When both sides agree, the platform records the match and You sign a Deal Confirmation. The sale contract and the payment are directly between You and your counterparty, and the deal is completed off the platform. We are not part of that contract or that payment.

The Deal Confirmation sets the stock, the price, the commission, the payment timing, delivery, inspection, and returns for that deal. Where it differs from these terms, it governs for that deal. Accepting it binds the deal between the two sides and sets the commission.

3. Anonymity

Before a match, and during talks, a seller may choose to stay anonymous. At signature, the seller and buyer learn each other's identity, so they can contract and pay each other directly.

After signature, each side keeps the other's identity and the deal terms confidential. Neither side may use them to deal outside Refloat.

4. Confidentiality

Each Party shall keep confidential all non-public information received through Refloat, including the identity of participants, pricing and deal terms, and shall use it only for participating in the pilot.

5. Working through Refloat

Do not take a counterparty We introduce, or stock We surface, off the platform to avoid the commission. Any deal We introduce must close through Refloat.

This applies only to a counterparty or stock first made known to You through Refloat. It does not apply to anyone You already knew, or stock You already sourced, before the introduction. This lasts during the pilot and for six (6) months after the introduction.

6. Commission

There is no fee to join the pilot. When a deal closes, the seller pays Refloat a commission. The commission is calculated in accordance with the published take-rate framework and recorded in the Deal Confirmation. We invoice it on its own, separate from the price the buyer pays the seller. Any future commercial terms are agreed separately and do not apply to the pilot.

7. Deal cancellation fee

Once a deal is accepted on the platform, both sides are committed to completing it. If a Party, after accepting a deal, fails to complete it within the time set in the Deal Confirmation and has no Valid Reason for doing so (whether the buyer fails to pay or take delivery, or the seller fails to deliver or withdraws the stock, including to take a better offer), that Party shall pay a deal cancellation fee equal to five percent (5%) of the agreed deal value recorded in the Deal Confirmation. The parties agree that this fee is a fair and reasonable pre-estimate of the loss likely to be caused by an abandoned deal, including the other side's wasted time, handling, and packaging, and Refloat's lost commission and effort in making the match.

The fee is shared equally between the side that did not cause the cancellation and Refloat. One half is payable to that side for its wasted cost and time, and one half to Refloat for its lost commission and matching effort. Refloat invoices its half to the cancelling Party separately, in the same way as its commission. The non-cancelling side's half is payable by the cancelling Party directly to that side. Any value-added services already performed and any third-party costs already incurred remain payable in addition to this fee.

A “Valid Reason” means any of the following, and only the following: (a) the other Party has failed to meet its obligations for the deal; (b) for a buyer, the stock is materially defective, not authentic, or does not match its description or the Deal Confirmation; (c) the other Party changes a material term of the deal after acceptance without the cancelling Party's agreement; (d) completion is prevented by an event beyond the Party's reasonable control, including force majeure or a legal, regulatory, or sanctions prohibition; or (e) both sides agree in writing to cancel. No fee is due where a Party does not complete the deal for a Valid Reason; a Party's wish to take a better price or a change of mind is not a Valid Reason.

Apart from this cancellation fee, buyers pay Refloat nothing in the pilot, and the seller pays only its commission on closed deals.

8. Accurate information and checks

Give accurate, current, and complete information about your business, your stock, and your buying needs. Complete our checks before You transact, including your identity and your authority to sell or buy, and keep them current. We may check what You give us. We may delay, suspend, or refuse access if information is false or misleading, or if a check is not met.

9. Warranties

Each Party represents and warrants that it: (a) has full power and authority to enter into and perform this Agreement; (b) will comply with all Applicable Laws in connection with its participation in Refloat; (c) will provide accurate and lawful information and has all necessary rights and authority in respect of any stock, materials or information it submits to the platform; and (d) will not knowingly infringe any third party's intellectual property rights.

10. What We are not responsible for

The platform is provided on an ‘as is’ basis. We do not guarantee matches, results, recovery levels, or uptime.

The sale is between You and your counterparty. We are not responsible for the stock, its authenticity, its condition, its title, or its delivery. We are not responsible for the other side's performance or for any payment between you. The seller's promises about the stock are given to the buyer directly. Any claim about the stock or the deal is between the seller and the buyer.

11. Indemnification & exclusion of liability

Each Party shall indemnify the other against any losses, damages, liabilities and reasonable costs arising from: (a) its breach of this Agreement; (b) any inaccurate or misleading information it provides; or (c) any claim that it did not have the right to sell, purchase or deal with any stock or materials submitted through Refloat.

Except for fraud, wilful misconduct, death or personal injury caused by negligence, confidentiality obligations, or any liability which cannot be limited by applicable law, neither Party shall be liable for any indirect, consequential or loss of profit damages. Each Party's total aggregate liability under this Agreement shall not exceed the greater of (a) the total commissions and fees paid or payable to EMX under this Agreement during the preceding six (6) months, or (b) AED 25,000.

12. Data protection

Each Party shall comply with the applicable data protection laws of the jurisdiction in which it operates when processing personal data in connection with Refloat. Each Party is responsible for the personal data it provides to the platform. EMX may process participant information for operating, administering and improving Refloat and as otherwise required by applicable law including Law No 45 of 2021 on the Protection of Personal Data.

13. Non-solicitation

During the pilot and for a period of six (6) months following its termination or expiry, You shall not, directly or indirectly, use any information obtained through the Platform to identify, contact or transact with any other participant outside Refloat for the purpose of circumventing Refloat or avoiding any fees, obligations or restrictions applicable under this Agreement.

Any Transaction initiated, introduced, arranged or conducted through Refloat shall be completed exclusively through Refloat and shall not be transferred, continued or concluded through any other channel, platform, person or entity.

The parties hereby agree that for the duration of the Term and for an additional period of six (6) months following its termination or expiry, neither party shall, for any reason, directly or indirectly, on its own behalf or on behalf of others hire, attempt to employ, contact with respect to hiring, solicit with respect to hiring or enter into a contractual arrangement with any full or part-time employee, or any person who is an employee, agent, partner or representative of the other party, who becomes known to such party in connection with this Agreement or services rendered pursuant to this Agreement.

14. Term & termination

This Agreement shall commence on the date of successful registration and acceptance of terms (“Effective Date”) and shall continue for a period of one (1) year, and thereafter automatically renew for successive one (1) year periods unless terminated in accordance with this Agreement. Either Party may terminate this Agreement for convenience at any time on written notice, effective immediately. Termination does not affect any deal already accepted, which the parties complete under the terms recorded in its Deal Confirmation.

15. Governing law

This Agreement shall be governed by the laws of the United Arab Emirates. The courts of Dubai shall have exclusive jurisdiction to resolve any dispute arising out of or in connection with this Agreement. Proceedings shall be conducted in English to the extent permitted by applicable law.

Annex A · Sellers

Applies when You act as a seller. Read it with the Platform Terms.

A1. What You do

You list surplus stock on the platform. When You are matched, You deal directly with the buyer, on the terms in the Deal Confirmation. The deal is an outright sale or a consignment, as the Confirmation states. You pay Refloat a commission on the closed deal.

A2. Your promises about the stock

For all stock You offer or sell, You promise that:

• you own it, or You have full right and authority to sell it;
• it is free of any charge, lien, or other claim;
• it is authentic and described accurately;
• it matches the condition, quality, quantity, and specification You state; and
• selling it breaks no third party's rights, including intellectual property.

Give complete and accurate information for all stock You list, including identifiers, condition grades, quantities, and specifications. You give these promises to the buyer, and You confirm them to us. You are responsible for the information You provide.

A3. Title, risk, and delivery

For an outright sale, title and risk pass from You to the buyer as set in the Deal Confirmation. For a consignment, title stays with You until the buyer sells the stock onward, on the terms in the Confirmation. You deliver to the place and on the dates in the Confirmation, in the condition You state.

A4. Getting paid

For an outright sale, the buyer pays You directly, on the timing in the Deal Confirmation. For a consignment, the buyer pays You as the stock sells, on the remittance cycle in the Confirmation. We do not pay You and We do not collect the price for you.

A5. VAT

You account for any VAT on your sale to the buyer. Where the law requires it, You issue the buyer a valid tax invoice.

Annex B · Buyers

Applies when You act as a buyer. Read it with the Platform Terms.

B1. What You do

You review matches on the platform. When You are matched, You buy the stock directly from the seller, on the terms in the Deal Confirmation. The deal is an outright purchase or a consignment, as the Confirmation states.

B2. Inspection and acceptance

You inspect the stock within the window in the Deal Confirmation. The deal completes when You accept the stock, or when the window ends without You raising an issue, whichever comes first. After that, You may return or dispute the stock only as the Confirmation allows.

B3. Title and risk

Title and risk pass to You as set in the Deal Confirmation, normally on acceptance and payment. For a consignment, title passes as the Confirmation states.

B4. Promises about the stock

The stock comes with the seller's promises, set out in Annex A, and not with ours.

B5. Paying

You pay the seller directly, in the amount and on the timing in the Deal Confirmation. You do not pay Refloat for the stock, except that if You accept a deal and then fail to complete it without a valid reason, the deal cancellation fee in the Platform Terms applies.

B6. VAT and resale

You account for any VAT on your purchase and on your own resale. The seller issues You a tax invoice for the stock. Your onward sale, pricing, and compliance are yours to handle.