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From: http://www.europeancivillaw.com/content/brusselsone066.htm#015b

There can be a consumer contract only if a consumer – defined as a ‘natural person’ – has entered into a contract with a party who pursues commercial or professional activities. If the contract is entered into by a Limited Company and signed by at least two of the Directors, please be aware that the Limited Company is an entity and therefore not a natural person therefore the entity the Limited Co cannot itself be a consumer. However,correspondence and invoice(s) should initially be sent to the Ltd Co. It is only if the Ltd Co refuses to pay and/or winds up and goes into liquidation that the Contract should  be enforced against the Directors.

Application of the special rules in Articles 15 to 17 BR I is justified solely where there is an imbalance between the positions of the parties such as to require that steps be taken to reduce or to eliminate it in order to protect the weaker party. This is the case only when the other party is engaged in a commercial or professional activity. Therefore, so as to avoid doubts of interpretation, Article 15, paragraph 1, under (c), BR I, which applies to most consumer contracts, expressly states that Section 4 is applicable only when the opposite party, with whom the consumer enters into the contract, is ‘a person who pursues commercial or professional activities’.

My interpretation: You, an individual, signed a marketing contract with an Estate Agent, albeit a Business Transfer Agent. You may have signed it as an individual as your business is a separate entity with its own bank account. You, personally, are the ‘weaker party’ because the Estate Agent is engaged in a commercial or business activity.

If you contact National Debtline, a free service, they may tell you that you need to contact Business Debtline. But you were not purchasing a service, or the product of that service (a few advertisements online and/or tiny adverts in a newspaper) that you would use in your ‘usual trade or profession’ . By signing the ‘agreement’ you were contracting OUTSIDE your usual trade, it was a ‘one-off’ transaction made off the Business Agent’s premises. If a genuine buyer had actually followed through, you personally would have received the money from the sale and would need to pay Capital Gains Tax on any profit over the current limit (£11,000 in 2016). The business would not have to pay the tax as the monies cannot go into the business as that is sold to A N Other and you don’t want that person to get the profit!

In each individual case one has to answer the question whether a person may be regarded as a consumer within the meaning of Article 15, paragraph 1, BR1, thus as a person who has entered into the contract ‘outside his trade or profession’. A butcher, running a one-man business, who buys meat or a slice machine, whether or not on instalment credit terms, shall do so in the conduct of his butchery. Consequently he cannot be regarded as a consumer within the meaning of Section 4. If the same butcher buys a television or a couch for personal use, he doesn’t act in the conduct of his trade or profession, but as a consumer. With regard to this contract he may invoke, as any consumer may, the protection of Section 4. Often the object of the contract indicates whether a person acts as consumer or non-consumer. A medical doctor who buys medical equipment shall do so on behalf of his medical practice, and therefore act as a non-consumer. Where he buys food or a novel he will do so as a consumer. When he enters into an agreement for the delivery of a fitness device, a computer or a car, it’s not immediately clear if he acts in the conduct of his profession or as a consumer. In such cases usually the formal specifications on the selling order shall indicate whether he allocates the bought thing to his business or professional practice or not. When there is reasonable doubt whether a person acts as a consumer or a non-consumer, he has the burden of proof if he claims the protection which the Brussels I Regulation grants to consumers.

The views expressed above are supported by some judges but not by others – it seems to vary according to a particular Judge’s knowledge and experience. Contact the website NATIONAL DEBTLINE even though you may not consider you have a ‘debt’.

From: http://www.publications.parliament.uk/pa/bills/cbill/2013-2014/0161/en/14161en.htm

Another key definition is the definition of “consumer”. Firstly, a consumer must be an “individual” (that is, a natural person) – the protection does not apply to small businesses or legally incorporated organisations (e.g. companies formed by groups of residents). If a group of consumers contracts for goods, services or digital content, they are not left without protection. For example if one consumer makes all the arrangements for a group to go to the theatre or to go on holiday, depending on the circumstances, each member of the group may be able to enforce their rights or the person who made the arrangements would have to enforce the rights on behalf of the group. The other main restriction on who is a consumer is that a consumer must be acting wholly or mainly outside their trade, business, craft or profession. This means, for example, that a person who works from home one day a week who buys a kettle and uses it on the days when working from home would still be a consumer. Conversely a sole trader that operates from a private dwelling who buys a printer of which 95% of the use is for the purposes of the business, is not likely to be held to be a consumer (and therefore the rights in this Part will not protect that sole trader but they would have to look to other legislation. For example, if the sole trader were buying goods, they would have to look to the Supply of Goods and Services Act for protections about the quality of the goods or the care taken with a service, or the product of that service).