ClearCycle Vendor Agreement & Auction Selling Terms
Please read these terms carefully before creating a vendor account, submitting lots, uploading stock information, sending goods to ClearCycle, or listing items for sale through ClearCycle Auctions. By registering as a vendor, submitting goods for review, approving a listing, or otherwise using our auction or managed sale services, you agree to these terms.
This document is intended to describe the commercial process between ClearCycle and vendors. It should be read together with any written commercial agreement, onboarding form, rate card, warehouse agreement, listing approval, or event-specific instructions agreed between you and ClearCycle.
1. Definitions
Auction Event means a scheduled online auction, sale campaign, timed sale, clearance event or other sales event operated through the ClearCycle auction platform.
Auction Goods, Goods or Lots means goods, customer returns, clearance stock, overstock, refurbished items, pallets, job lots, assets, equipment or other items submitted, listed or sold through ClearCycle.
Buyer means a person or business that bids on or buys Auction Goods.
Buyer Premium means the fee charged by ClearCycle to Buyers on top of the hammer price or sale price. Buyer Premium is retained by ClearCycle and is not payable to the Vendor.
Business Day means any day other than a Saturday, Sunday or public holiday in England.
ClearCycle, We, Us or Our means ClearCycle Auctions and/or the ClearCycle trading entity operating the Website and related services.
Post-Sale Period means the period after an Auction Event ends during which Buyers are required to pay their invoice, normally four days unless ClearCycle agrees an extension.
Relotting means the review process for Lots that are unpaid, unsold, cancelled, returned, withdrawn or otherwise require a decision before being relisted, repriced, returned to the Vendor or closed as no sale.
Seller, Vendor or You means a person or business approved by ClearCycle to submit or sell Auction Goods through the Website or ClearCycle managed sale services.
Services means the services provided by ClearCycle, including online auction listing, auction administration, buyer invoicing, payment collection, managed sales, quality control, refurbishment support, listing preparation, marketplace sales support and related services.
Vendor Net Proceeds means the hammer price or sale price actually received from the Buyer for a Vendor Lot, less any agreed seller commission, refunds, chargebacks, adjustments, service charges, storage charges, handling charges or other agreed deductions. Buyer Premium is not included in Vendor Net Proceeds.
Website means the ClearCycle auction website, vendor portal, online platform or related systems used for listing, marketing, administering and selling Auction Goods.
2. ClearCycle's Role
ClearCycle operates an online auction and managed sales platform. We advertise Lots, operate Auction Events, collect payment from successful Buyers, administer the Post-Sale Period and authorise release or collection once payment has been received.
Unless ClearCycle expressly states otherwise in writing, ClearCycle does not own Vendor Lots and acts as an auction platform, selling agent, managed sale provider or intermediary for the Vendor.
A contract exists between the Vendor and the Buyer for the sale of the Lot. A separate contract exists between the Vendor and ClearCycle for the provision of auction, listing, administration and related services. A separate contract also exists between ClearCycle and the Buyer in relation to Buyer Premium, buyer fees, payment obligations, platform use and release authorisation.
3. Vendor Approval And Account Use
Vendors must register for an account and may be required to pass ClearCycle review before they can submit or list Lots. ClearCycle may refuse, suspend, limit or terminate a vendor account at its discretion.
You must keep account details, contact information, payment details and VAT details accurate and up to date. You are responsible for all activity carried out through your account.
You must not share your login details with unauthorised users or use the Website in a way that could compromise security, data integrity or the operation of the platform.
4. Listing Submission And Approval
Vendors may submit Lots individually or by CSV upload where this feature is available. Bulk upload tools are provided to speed up listing preparation but do not remove the Vendor's responsibility for accuracy.
ClearCycle may review, edit, format, reject, combine, split, schedule or return submitted Lots before publication. Vendors may be asked to provide further information, images, serial numbers, condition notes, collection details or pricing guidance before a Lot is accepted.
Vendors may not create Auction Events or product categories unless ClearCycle gives specific permission. ClearCycle controls event structure, scheduling, lot ordering, catalogue presentation and auction timing.
A Lot is not guaranteed to be listed simply because it has been submitted. ClearCycle may decline any Lot that is unsuitable, unsafe, low value, legally restricted, poorly described, unavailable, commercially impractical or outside the scope of the current Auction Event.
5. Accuracy Of Descriptions, Images And Information
Buyer confidence is essential to strong auction results. Vendors must ensure that all descriptions, images, specifications, quantities, measurements, model details, brand information, serial numbers, condition reports, faults and disclosures supplied to ClearCycle are accurate, complete and not misleading.
You remain responsible for all information supplied by you or on your behalf, including title, condition, provenance, authenticity, availability, fitness for sale, compliance and any known defects.
Known faults, missing parts, prior repairs, damage, incomplete sets, compatibility issues, safety concerns, suspected counterfeits, restrictions, expiry dates, battery issues, electrical concerns and anything else likely to affect value or use must be clearly disclosed before listing.
Generic, library or manufacturer images may only be used where this is made clear. If images show accessories, packaging or quantities that are not included, this must be disclosed.
6. Vendor Warranties And Responsibilities
By submitting or listing Goods, you confirm that:
- You have legal title to the Goods and authority to sell them.
- The Goods are free from undisclosed finance, liens, charges, retention of title claims, third-party claims or other encumbrances.
- The Goods may lawfully be sold in the United Kingdom.
- The Goods comply with applicable safety, labelling, intellectual property, product compliance and trading laws.
- All descriptions, images and disclosures supplied by you are accurate and not misleading.
- All material faults and restrictions have been disclosed.
- The Goods will remain available for sale, collection or fulfilment once listed unless ClearCycle agrees otherwise.
- You will indemnify ClearCycle against claims, losses, refunds, chargebacks, buyer disputes, legal costs, regulatory action, platform costs or other liabilities arising from inaccurate information, unavailable stock, defective Goods, illegal Goods, misrepresentation or breach of these terms.
7. Prohibited And Restricted Items
You must not submit or sell illegal, unsafe, counterfeit, stolen, recalled, restricted or otherwise unsuitable items through ClearCycle.
Prohibited or restricted items include, without limitation, weapons, firearms, ammunition, explosives, controlled drugs, drug paraphernalia, cannabis-derived products, counterfeit goods, stolen goods, unsafe electrical items, hazardous materials, untested dangerous products, goods subject to recall, goods that infringe intellectual property rights and any goods that cannot lawfully be sold.
ClearCycle may reject, remove, quarantine, dispose of or report any Lot that we reasonably consider prohibited, unsafe, unlawful, misdescribed or unsuitable.
8. Auction Events, Reserves And Starting Prices
ClearCycle will schedule accepted Lots into Auction Events. Event start times, estimated close times, lot order and catalogue presentation are controlled by ClearCycle.
Where a reserve, start price or pricing expectation is agreed, this should be confirmed before the Lot goes live. ClearCycle may recommend changes to pricing where we believe this will improve sale prospects.
Unless agreed otherwise in writing, ClearCycle is not obliged to accept bids below a reserve price. If a Lot fails to meet reserve, ClearCycle may discuss relotting, revised pricing, return, alternative sale channels or closure as no sale.
Once a Lot has received a bid, it must remain available until the auction process and Post-Sale Period have concluded unless ClearCycle agrees otherwise.
9. Buyer Premium, Seller Commission And Charges
ClearCycle charges Buyers a Buyer Premium on auction purchases. Buyer Premium belongs to ClearCycle and is retained by ClearCycle. It is not part of the Vendor's sale proceeds.
Unless a separate seller commission, managed sale fee or service charge is agreed in writing, the Vendor's starting position is that Vendor Net Proceeds are based on the hammer price or sale price actually received from the Buyer, excluding Buyer Premium.
ClearCycle may charge separately for agreed services such as managed sales, quality control, refurbishment, testing, cleaning, photography, listing preparation, storage, handling, disposal, marketplace listing, collection, loading, delivery coordination or other additional work.
Any agreed charges may be invoiced separately or deducted from Vendor Net Proceeds where permitted by agreement.
10. Buyer Payment And Post-Sale Period
After an Auction Event ends, winning Buyers are expected to pay their invoice during the Post-Sale Period. ClearCycle normally allows four days for payment unless an extension is agreed.
ClearCycle may send payment requests and reminders to Buyers and may decide whether to accept late payment, extend the Post-Sale Period, cancel an unpaid sale or move unpaid Lots into Relotting.
Vendors must not release Goods to Buyers until ClearCycle has confirmed that the relevant Buyer invoice has been paid in full and release has been authorised.
If a Buyer does not pay, ClearCycle may cancel the sale. In that case no Vendor Net Proceeds are payable for that Lot unless ClearCycle later sells or otherwise settles the Lot.
11. Vendor Settlement And Payment Terms
ClearCycle will create vendor settlement records only after the relevant Buyer order has been paid or otherwise treated as payable by ClearCycle.
ClearCycle aims to pay Vendor Net Proceeds within 14 days after the Buyer has paid and the relevant sale is ready for settlement, provided that:
- the Buyer payment has cleared and has not been reversed, charged back or disputed;
- the Lot has not been cancelled, refunded or materially disputed;
- the Vendor has supplied complete and accurate payment details;
- ClearCycle has no reasonable grounds to withhold payment because of a claim, refund, misdescription, unavailable stock, suspected fraud, legal issue or breach of these terms;
- any agreed charges, refunds, adjustments or deductions have been applied.
Vendor payments may be made by bank transfer, PayPal, Wise or another method agreed by ClearCycle. Vendors are responsible for ensuring payment details are accurate. ClearCycle is not responsible for losses caused by incorrect payment details supplied by the Vendor.
Vendors can view post-sale and settlement status in the Vendor Area where available. Settlement reports may show paid, awaiting buyer payment, cancelled, outstanding and paid settlement lines.
12. Refunds, Chargebacks And Seller-Caused Issues
If ClearCycle issues a refund, accepts a chargeback, cancels a transaction or suffers a loss because a Lot is unavailable, misdescribed, counterfeit, defective without adequate disclosure, incomplete, unsafe, unlawful, incorrectly supplied or otherwise affected by a Vendor issue, ClearCycle may deduct the corresponding loss, Buyer refund, lost Buyer Premium, administration cost, payment fee, legal cost or other associated cost from current or future Vendor payments.
If the Vendor has already been paid for the affected Lot, the Vendor must repay ClearCycle on request or ClearCycle may set off the amount against future proceeds.
13. Collection, Release And Fulfilment
Collection and fulfilment arrangements will be stated in the Lot description, Auction Event terms or direct instructions from ClearCycle. Goods may be collected from the Vendor, from ClearCycle, from a nominated warehouse or by another agreed method.
Vendors must make Goods available for collection at the stated location and within the stated timeframe once ClearCycle authorises release.
If a Vendor fails to make Goods available after Buyer payment, ClearCycle may cancel the sale, refund the Buyer and recover related losses, fees and administration costs from the Vendor.
Where Buyer and Vendor contact details need to be shared to complete collection, resolve a dispute, arrange release or support fulfilment, the Vendor authorises ClearCycle to share reasonable contact and collection information for that purpose.
14. Relotting, Unsold And Unpaid Lots
Lots may enter Relotting if they are unpaid, unsold, cancelled, withdrawn, disputed, returned, no-sale, affected by Buyer non-payment or otherwise require review.
Relotting does not automatically mean the Lot will be relisted. ClearCycle may decide, after discussion where appropriate, to relist the Lot in the same or a future event, reduce or renegotiate the start price or reserve, move the Lot to an alternative sales channel, return the Lot to the Vendor, dispose of the Lot where permitted, or close it as no sale.
Vendors must not resell or dispose of a Lot that has received a winning bid or is in Post-Sale review without ClearCycle's consent.
15. Managed Sales, Marketplace Sales And Other Services
ClearCycle may offer managed sale services, trade store listing, eBay store listing, quality control, refurbishment, testing, cleaning, photography, listing preparation, storage, handling, delivery coordination, collection management and related services.
These services may be subject to separate written terms, agreed charges, commission, minimum fees, storage terms, processing times and operational requirements.
Where ClearCycle sells Goods through a non-auction channel, the agreed commercial terms for that channel will apply. If no separate terms are agreed, ClearCycle may withhold reasonable agreed costs and pay the Vendor the agreed net proceeds after the sale is complete and paid.
16. Warehouse, Handling, Storage And Insurance
If Goods are delivered to ClearCycle or a nominated warehouse, handling, sorting, storage, labour, loading, photography, listing preparation, testing, refurbishment, disposal or related charges may apply where agreed or where reasonably required because of the nature, volume or condition of the Goods.
Unless ClearCycle expressly agrees in writing, Goods held by ClearCycle or a nominated provider are not insured by ClearCycle for the Vendor's benefit. Vendors who require insurance should arrange their own cover before sending Goods to ClearCycle or any nominated location.
ClearCycle is not liable for loss, damage, deterioration, theft, fire, flood, accidental damage or other incidents affecting Vendor Goods except to the extent caused by ClearCycle's fraud or deliberate misconduct, or where liability cannot lawfully be excluded.
17. Disposal Of Unsaleable Or Low Value Goods
Where Goods have no realistic sale value, remain unsold for an extended period, are unsafe, are uneconomic to process, are abandoned, or would incur handling, storage or disposal costs disproportionate to their likely sale value, ClearCycle may require the Vendor to collect them or agree disposal.
If the Vendor does not collect Goods after reasonable notice, ClearCycle may dispose of, recycle, donate, return or otherwise deal with the Goods and may deduct or charge reasonable costs.
18. Abandoned Goods And Paid But Uncollected Lots
If a Buyer pays for Goods but fails to collect them or does not cooperate with reasonable collection arrangements, ClearCycle may manage the issue in accordance with the Buyer terms, applicable law and the circumstances of the sale.
ClearCycle may withhold settlement, delay release of funds, charge storage, cancel the transaction, relist the Goods, dispose of the Goods or take other reasonable action where Goods are abandoned, uncollected or creating storage or operational issues.
19. Trade Sales, Condition And Fitness For Purpose
Unless ClearCycle states otherwise, auction sales are intended for trade, business or professional buyers. Auction Goods are usually customer returns, used goods, clearance stock, liquidation stock, overstock, refurbished goods, job lots or assets that may require inspection, repair, testing, cleaning, refurbishment or parts.
Vendors must not misrepresent Goods. Subject to applicable law and any express written statement, Goods are sold as described, as inspected where inspection is available, and without any warranty from ClearCycle as to quality, completeness, durability, fitness for purpose, compatibility, resale value or condition.
Nothing in these terms excludes liability that cannot legally be excluded.
20. Website And Platform Use
ClearCycle will use reasonable efforts to operate and maintain the Website but does not guarantee uninterrupted, error-free or continuous availability.
Vendors must not misuse the Website, upload harmful files, interfere with platform operation, scrape confidential data, reverse engineer systems, attempt unauthorised access or use the Website for unlawful purposes.
The Website is a listing and auction administration tool. ClearCycle does not guarantee that any Lot will sell, achieve a particular price, attract a minimum number of bidders or be accepted into a particular event.
21. Confidentiality And Non-Circumvention
ClearCycle invests in its buyer network, marketing channels, vendor relationships, data, systems and sale opportunities. Vendors must not use information obtained through ClearCycle to bypass ClearCycle, interfere with ClearCycle's buyer or vendor relationships, or complete direct transactions with Buyers introduced through the Website without ClearCycle's written consent.
For six months after a sale, enquiry, introduction or auction participation involving a Buyer introduced through ClearCycle, the Vendor must not knowingly transact directly with that Buyer in relation to similar Goods or opportunities arising from the ClearCycle introduction without ClearCycle's written consent.
ClearCycle may claim lost fees, commission, Buyer Premium, administration costs and other losses caused by breach of this clause.
22. Data Protection And Communications
ClearCycle may process Vendor contact details, account information, payment details, sale information and operational data for account administration, listing management, payment, compliance, fraud prevention, dispute handling and service delivery.
Where Buyer or Vendor details are shared to complete a sale, arrange collection or resolve a dispute, the receiving party must use those details only for that purpose and must not add the other party to marketing lists or use the information for unrelated contact.
23. Force Majeure
No party shall be liable for failure or delay caused by events beyond reasonable control, including natural disasters, industrial action, governmental restrictions, war, terrorism, cyber-attacks, fires, floods, pandemics, infrastructure failures, power failures, telecommunications failures, internet failures or similar events.
The affected party must take reasonable steps to reduce the effect of the delay and resume performance where possible.
24. Notices
Notices under these terms should be sent in writing by email, post or another method reasonably agreed between the parties. Notices sent by email are deemed received when sent, unless a delivery failure is received, or if sent outside Business Hours, when Business Hours resume.
25. Whole Agreement
These terms, together with any agreed written commercial terms, rate cards, event instructions, onboarding forms or service agreements, form the agreement between ClearCycle and the Vendor in relation to the Services.
If there is a conflict between these terms and a signed written agreement, the signed written agreement will take priority to the extent of the conflict.
26. Third Party Rights
Unless expressly stated otherwise, no person other than ClearCycle and the Vendor has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms.
27. Governing Law And Jurisdiction
These terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, are governed by the law of England and Wales.
The courts of England and Wales have exclusive jurisdiction unless ClearCycle and the Vendor agree another dispute resolution process in writing.
28. Severability
If any provision of these terms is found to be invalid, illegal or unenforceable, that provision will be severed or modified to the minimum extent necessary and the remaining provisions will continue in force.
