Cyclio Marketplace Terms and Conditions (Australia)

2.1 Cyclio provides the Cyclio Service in consideration for the Buyer Transaction Fee and the Seller Commission.

2.2 Cyclio is a venue only. Cyclio is not a party to any Sale Contract, is not an agent, broker, distributor, reseller, importer, freight forwarder, customs broker or dealer, and does not take title to, possession of, or control over any Product. Cyclio does not verify, inspect, test, calibrate, certify or take custody of any Product.

2.3 The Cyclio Platform is available only to businesses. By registering you represent and warrant that:

a. you are acting in the course of a business, trade or profession and not as a consumer;

b. you hold a valid ABN or, if you are not an Australian entity, an equivalent business registration;

c. you are at least 18 years of age; and

d. if you register on behalf of an entity, you have authority to bind that entity to this Agreement, and "you" includes that entity.

2.4 In its absolute discretion, Cyclio may refuse to allow any person to become a User, or cancel, suspend, restrict or modify any existing account, including where Cyclio reasonably forms the view that a User's conduct (including a breach of this Agreement) is detrimental to the operation of the Cyclio Platform or to other Users.

2.5 No charge applies in respect of the following actions on the Cyclio Platform:

a. registering and creating an account;

b. creating a Listing or a Request for Quote (unless a promoted or featured placement is purchased);

c. accessing and reviewing content on the Cyclio Platform.

2.6 Cyclio accepts no liability for any aspect of the Buyer and Seller interaction, including the description, condition, specification, provenance, quality, safety, legality, packaging, despatch or delivery of any Product.

2.7 Cyclio is not responsible for, and does not warrant the truth or accuracy of, any information provided by Users, including the ability of a Seller to supply Products, the accuracy of any Listing, specification, drawing, photograph, serial number, hour meter reading, test result, certificate, data sheet or compliance claim, or a Buyer's ability or willingness to pay.

2.8 Except in relation to any Non-excludable Condition, the Cyclio Service is provided on an "as is" and "as available" basis, without any warranty or condition, express or implied. To the extent permitted by law, Cyclio and its suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, accuracy and non-infringement, and do not warrant that the Cyclio Platform will be uninterrupted, secure or error-free.

2.9 Cyclio has no obligation to any User to assist with or involve itself in any Dispute between Users, although it may do so to improve the User experience.

2.10 You understand and agree that:

a. Cyclio does not undertake any investigation of any Seller, Buyer or third party before they become a User, including credit checks, criminal record checks, verification of licences, accreditations, insurance, or any check of the suitability of a User to supply or acquire any Product;

b. you are solely responsible for conducting your own due diligence, including inspection, testing, credit checks, verification of licences, certifications, chain of custody, serial numbers, and proof of insurance, before entering into a Sale Contract;

c. you are solely responsible for your own evaluations, decisions and assessments about choosing a counterparty and about the fitness of any Product for your intended purpose or operating environment; and

d. you assume all risk arising from a Sale Contract, and you agree to release, indemnify and hold harmless Cyclio from all loss, liability, injury, death, damage, penalty or cost arising from or in any way related to any Product or any Sale Contract, subject to clause 15.

3.1 You will at all times:

a. comply with this Agreement (including all Policies) and all applicable laws and regulations;

b. only post accurate, complete and current information on the Cyclio Platform;

c. ensure that you are aware of the laws that apply to you as a Buyer or Seller, or in relation to your use of the Cyclio Platform, including work health and safety, dangerous goods, environmental, customs, sanctions and export control laws; and

d. maintain all licences, permits, registrations and insurances necessary for your activities.

3.2 You agree that content on the Cyclio Platform (whether provided by Cyclio, a User or a third party) may not be scraped, indexed, copied, resold or used on third party sites or for other business purposes without Cyclio's prior written permission. This includes the use of any Platform content to train, fine-tune or evaluate any machine learning model.

3.3 You must not use the Cyclio Platform for any illegal or improper purpose.

3.4 You must maintain control of your Cyclio account at all times. This includes not allowing others outside your organisation to use your account, and not transferring or selling your account or its content. You are responsible for all activity under your account and must notify Cyclio immediately of any suspected unauthorised access.

3.5 You grant Cyclio an unrestricted, worldwide, royalty-free, sublicensable licence to use, reproduce, modify, adapt, publish and display any content and information you post on the Cyclio Platform for the purpose of operating and promoting the Cyclio Platform and providing the Cyclio Service, and as otherwise permitted by this Agreement. You warrant that you have the rights necessary to grant this licence.

3.6 You agree that information posted on the Cyclio Platform must not, in any way, be potentially or actually harmful to Cyclio or any other person. Harm includes economic loss that will or may be suffered by Cyclio.

3.7 Without limiting any other provision, information you supply to Cyclio or publish in a Listing, Offer, Quote or Request for Quote must be kept up to date and must not:

a. be false, inaccurate, misleading or deceptive;

b. be fraudulent, or involve the sale of counterfeit, stolen, recalled, condemned, or improperly decommissioned goods;

c. infringe any third party's copyright, patent, trade mark, design, trade secret or other proprietary or intellectual property rights, or any right of confidentiality or privacy;

d. violate any applicable law, statute, ordinance or regulation, including laws governing export and import control, sanctions, customs, biosecurity, consumer protection, unfair competition, criminal law, anti-discrimination, product safety and trade practices;

e. be defamatory, threatening or harassing;

f. be obscene or contain material that, in Cyclio's sole discretion, is inappropriate or unlawful; or

g. contain malicious code, data or instructions that may damage, modify, delete, interfere with, intercept, access without authority or expropriate any system, data or Personal Information.

3.8 The Cyclio Platform may from time to time use location-based functionality and may display the approximate location of Users and Products. You should not disclose sensitive site details, security arrangements, or personal contact details in a public Listing or public communication.

3.9 Off-platform dealing. You must not solicit or accept payment for a Product outside the Cyclio Platform where that Product was listed on, or the counterparty was introduced through, the Cyclio Platform. This restriction applies for 12 months from the date of introduction. Circumventing the Platform to avoid Fees is a material breach and Cyclio may charge the Fees that would have been payable, in addition to any other remedy.

3.10 You must not charge a Buyer any fee, surcharge or cost on top of the Order Value, other than amounts expressly agreed on the Cyclio Platform and reflected in the Sale Contract.

3.11 If Cyclio determines in its sole discretion that you have breached any obligation under this clause 3, or that you have breached one or more Sale Contracts, it reserves the right to remove any content, Listing, Offer or Quote you have submitted, withhold Seller Funds pending investigation, and cancel, restrict or suspend your account and any Sale Contracts.

5.1 A Buyer Transaction Fee is payable to Cyclio in respect of each Sale Contract formed on the Platform, as consideration for the Buyer's use of the Cyclio Service. The Buyer Transaction Fee is displayed to the Buyer before the Order is placed and is charged in addition to the Agreed Price at the time the Sale Contract is formed.

5.2 Separately, a Seller Commission is charged to the Seller as consideration for the Seller's use of the Cyclio Service. The Seller Commission is displayed to the Seller before the Listing is published and forms part of the Agreed Price.

5.3 At the time the Seller Funds are released, the Seller Commission will be deducted from the Order Value and the Buyer Transaction Fee will be retained by Cyclio.

5.4 Cyclio may also charge Fees for optional services, including promoted Listings, subscription plans, verification, logistics facilitation and payment method surcharges. Those Fees will be disclosed before the service is purchased.

5.5 All Fees are stated in Australian dollars and are inclusive of GST unless expressly stated otherwise. Cyclio will issue a tax invoice or recipient created tax invoice as applicable.

5.6 Subject to clause 6, all Fees payable to Cyclio are non-cancellable and non-refundable, save for your rights under any Non-excludable Condition.

5.7 If Cyclio introduces a new service on the Cyclio Platform, the Fees applying to that service will be payable from the launch of that service.

5.8 Cyclio reserves the right to amend the amount of any Fee from time to time. Changes will be published on the Cyclio website and, for material increases, notified to you in accordance with clause 17. Fee changes do not apply to a Sale Contract already formed.

6.1 Cyclio uses a Payment Provider to operate the Payment Account. Funds held in the Payment Account are held on the terms of the Payment Provider's arrangements and do not earn interest for the benefit of Users.

6.2 In so far as it is relevant to the operation of the Payment Account, the terms of the Payment Provider published at the address notified on the Cyclio Platform are incorporated into this Agreement and will prevail over this Agreement to the extent of any inconsistency in relation to the Payment Account. If Cyclio changes its Payment Provider you may be asked to agree to additional terms; if you do not agree, you will be given alternative means of payment.

6.3 Trade Accounts. Cyclio may, in its discretion, offer approved Buyers deferred payment terms. Trade Accounts are subject to separate credit terms, may require a guarantee or security, and may be reduced, suspended or withdrawn at any time. Overdue amounts accrue interest at 2% per annum above the Reserve Bank of Australia cash rate, calculated daily, and you must reimburse Cyclio's reasonable costs of recovery.

6.4 If a Sale Contract is cancelled for any reason before the Product is despatched, and Cyclio is reasonably satisfied that the Order Value (and where applicable the Buyer Transaction Fee) should be returned, those amounts will be refunded to the Buyer as Cyclio Credits, and a Cancellation Fee will be due to Cyclio from the User to whom the cancellation is attributable under clause 6.8 or 6.9.

6.5 If the Buyer is responsible for the cancellation, the Buyer Transaction Fee will be retained by Cyclio.

6.6 If the Seller is responsible for the cancellation, Cyclio will deduct the Cancellation Fee from the Seller's next payout request, or from multiple payout requests until the Cancellation Fee is fully paid. Deductions from any single payout request are capped at 50% of that payout.

6.7 Upon request by a Buyer submitted to Cyclio Support, Cyclio may instead refund the Order Value (and Buyer Transaction Fee, as applicable) to the Buyer's original payment method. Cyclio may take up to 5 to 7 Business Days to process a return of funds as Cyclio Credits or a refund to an original payment method.

6.8 Cancellation of a Sale Contract will be attributable to the Seller where:

a. the Buyer and Seller mutually agree to cancel;

b. following reasonable but unsuccessful attempts by the Buyer to contact the Seller, the Buyer cancels;

c. the Seller cancels, including because the Product is no longer available, was sold elsewhere, or was misdescribed;

d. the Seller fails to despatch by the Delivery Date and does not remedy within 7 days of notice; or

e. the Sale Contract is cancelled under clause 3.11 as a result of the Seller's acts or breach.

6.9 Cancellation of a Sale Contract will be attributable to the Buyer where:

a. the Buyer cancels, other than in the circumstances in clause 6.8(b) or 6.8(d);

b. the Buyer fails to pay the Order Value into the Payment Account within 3 Business Days of the Sale Contract being formed;

c. the Buyer fails to accept or collect the Product in accordance with the Delivery Terms;

d. the Sale Contract is cancelled under clause 3.11 as a result of the Buyer's acts or breach; or

e. the Sale Contract is automatically cancelled under clause 4.6 of Appendix A as a result of the Buyer's inaction.

6.10 If the parties agree any additional cancellation or restocking charge under the Sale Contract, it is the responsibility of the aggrieved party to claim that amount directly from the other.

6.11 Any amount returned by Cyclio to a Buyer on behalf of a Seller under clause 6.4, and any outstanding Cancellation Fee, is a debt owed to Cyclio by the relevant User and may be set off by Cyclio against any other payment owed at any time to that User.

6.12 If a Sale Contract is cancelled after despatch, or a User can show that despatch or partial performance occurred, the amount of the Order Value to be returned will be conditional on the Dispute process in clause 13. The Cancellation Fee remains due in accordance with clause 6.4.

6.13 If for any reason funds cannot be transferred to the Seller or returned to the Buyer, or no claim is made for them, the funds will remain in the Payment Account for up to three months from the date the Buyer paid the Order Value into the Payment Account. After that period, and provided there is still no Dispute, the funds will be credited to the Buyer as Cyclio Credits. Cyclio will deal with any amount that becomes unclaimed money in accordance with applicable law.

6.14 Chargebacks. If a Buyer initiates a chargeback or payment reversal, Cyclio may suspend the release of Seller Funds, recover the disputed amount and any associated fee from the relevant User, and suspend the account pending resolution.

6.15 Cyclio may suspend a User account in its sole discretion for repeated cancellations, chargebacks or Disputes.

7.1 Delivery Terms are agreed between the Buyer and Seller and recorded in the Sale Contract. Where the parties adopt an Incoterms® rule, that rule governs delivery, risk and cost allocation between them. Where no Delivery Term is specified, the default is Ex Works (Seller's nominated location).

7.2 Cyclio is not a carrier, freight forwarder or customs broker. Where Cyclio facilitates access to a logistics provider, that provider is a Third Party Service and Cyclio is not responsible for its performance.

7.3 Unless otherwise agreed in the Sale Contract, risk in a Product passes to the Buyer on delivery in accordance with the Delivery Terms, and title passes on the later of delivery and release of the Seller Funds.

7.4 The Buyer is responsible for site access, disconnection, dismantling, rigging, loading, permits, escorts and any specialist equipment required for collection, unless expressly agreed otherwise in the Sale Contract.

7.5 Delivery Dates are estimates unless the Sale Contract expressly makes time of the essence.

7.6 Inspection Period. Unless a different period is agreed in the Sale Contract, the Buyer has 7 Business Days from delivery to inspect the Product and to notify the Seller and Cyclio of any shortfall, damage, non-conformity or misdescription. The Buyer must retain the Product and its packaging and provide photographs and supporting evidence. After the Inspection Period, the Buyer is deemed to have accepted the Product, without limiting any Non-excludable Condition or any express warranty given by the Seller.

7.7 The Buyer must not modify, commission, install, repair, resell or put a Product into service before notifying a non-conformity, except to the extent necessary to identify it.

8.1 Any warranty in respect of a Product is given by the Seller, not by Cyclio. Sellers must clearly state in each Listing the warranty position, including where a Product is sold "as is, where is" with no warranty.

8.2 Where a Seller offers a return, refund or warranty period, those terms form part of the Sale Contract and are enforceable against the Seller only.

8.3 Nothing in this clause 8 limits any Non-excludable Condition, including any guarantee under the Australian Consumer Law that applies to the supply of goods notwithstanding that the supply is between businesses.

8.4 Cyclio may, in its discretion and without admission of liability, facilitate a return, replacement or refund from funds held in the Payment Account in order to resolve a Dispute. Doing so is not an assumption of liability by Cyclio and does not make Cyclio a party to the Sale Contract.

9.1 Cyclio Credits:

a. may be used by the credited User to pay for Products via the Cyclio Platform;

b. are not refundable or redeemable for cash, other than where a Buyer has requested return of Credits arising from a cancellation to their original payment method;

c. cannot be replaced, exchanged, reloaded or transferred to another account;

d. are valid for 18 months from the date they are applied to a User's account, the date of issue, or any expiry date applied by Cyclio, subject to any contrary legislative requirement;

e. where acquired other than under this Agreement, may be subject to additional or different conditions, including restrictions on redemption, minimum order values or maximum discount values; and

f. must not be reproduced, copied, distributed or published for use by any entity other than the credited User without Cyclio's prior written permission.

9.2 The credited User is solely responsible for the security of its Cyclio Credits. Save for the Non-excludable Conditions, Cyclio has no liability for loss or damage to Cyclio Credits and no obligation to replace them.

9.3 Cyclio may refuse or cancel any Cyclio Credits that it reasonably determines have been used in breach of this Agreement, or have been forged, tampered with or are otherwise fraudulent, and may refer suspected fraudulent activity to law enforcement.

9.4 Cyclio is entitled to any value on Cyclio Credits that is not redeemed before expiry or cancellation.

10.1 Cyclio may use Identity Verification Services and may issue Badges to Users, including badges indicating business verification, ABN status, insurance, accreditation or trading history.

10.2 You agree that Verification Services may not be fully accurate, as they depend on User-supplied information and on information or services provided by third parties. You are solely responsible for your own verification of any counterparty, and Cyclio accepts no responsibility for any use made of a Verification Service or Badge.

10.3 A Badge is a point-in-time check and may not be accurate at the time it is displayed. To the extent you rely on a Badge in entering into a Sale Contract, you do so aware of this limitation and should verify the underlying position with the counterparty.

10.4 It remains the User's responsibility to ensure that information or documentation it provides in obtaining a Badge is true and accurate, and to notify Cyclio immediately if a Badge is no longer valid.

10.5 A Badge is licensed to the User for display on the Cyclio Platform only, and any verification obtained as a result of a Badge may not be used for any other purpose. Cyclio may issue Badges for a fee, may modify Verification Services at any time, and may decline to issue or remove a Badge without notice.

10.6 The Cyclio Platform may include a User-initiated feedback and rating system. Cyclio may remove feedback that breaches the Policies but is not obliged to investigate or verify feedback.

11.1 Each User must make its own enquiries about the insurance it requires. Sellers must maintain public liability and, where relevant, product liability insurance appropriate to the Products they supply. Buyers are responsible for insuring Products from the time risk passes.

11.2 Cyclio does not represent that any insurance it holds, or that is offered via the Cyclio Platform, is adequate or appropriate for any User.

11.3 Where insurance is offered via the Cyclio Platform, it is provided by a third party, is a Third Party Service, and is governed by that third party's terms. Cyclio is not an insurer and does not provide financial product advice.

11.4 Where a claim is made relating to a Product and insurance taken out by Cyclio responds to that claim, Cyclio may (with the relevant User's consent) make a claim under the policy, and is entitled to recover any excess or deductible from the User assessed by the insurer as responsible, including by set-off against future amounts owed to that User. Where such insurance does not respond, or the claim is below the excess, Cyclio may elect to reject or settle the claim and, to the extent the User was or would be liable, recover the amount paid from that User, including by set-off.

12.1 Cyclio handles Personal Information in accordance with its Privacy Policy and the Privacy Act 1988 (Cth).

12.2 Where a User receives Personal Information about another User through the Cyclio Platform, it must use that information only for the purpose of performing or enforcing the relevant Sale Contract or resolving a Dispute, must comply with the Privacy Act 1988 (Cth) and the Spam Act 2003 (Cth) in relation to it, and must not use it for marketing, resale, database building or any other purpose.

12.3 Each party must keep confidential any non-public information of the other party or of another User obtained through the Cyclio Platform, including pricing, volumes, specifications and customer information, and must not disclose it except as required by law or to advisers under equivalent obligations.

12.4 Third Party Service providers provide their services under their own privacy policies. You must review and agree to those terms before accepting a Third Party Service.

12.5 Cyclio may use aggregated and de-identified transaction data derived from use of the Cyclio Platform for the purposes of operating, securing, analysing and improving the Cyclio Service and for market reporting, provided that data does not identify any User or counterparty.

13.1 Cyclio encourages you to cooperate with the other User and make a genuine attempt to resolve any Dispute (including claims for return or refund) directly. You acknowledge and agree that Cyclio may, in its absolute discretion, share your information with other parties involved in the Dispute.

13.2 Cyclio may elect to assist Users to resolve a Dispute. Any User may refer a Dispute to Cyclio. You must cooperate with any investigation undertaken by Cyclio. Cyclio reserves the right to make a final determination, acting reasonably, based on the information supplied by the Users, and to direct the Payment Provider to make payment accordingly. You may raise your dispute with the other User, or Cyclio's determination, in an applicable court or tribunal.

13.3 Cyclio has the right to hold any Order Value that is the subject of a Dispute in the Payment Account until the Dispute is resolved.

13.4 Cyclio may provide access to a Third Party Dispute Service. If such a service is provided, either party may request the other to submit to it where the parties have failed to resolve the Dispute directly. The Third Party Dispute Service is a Third Party Service and Users are responsible for its costs in accordance with its terms.

13.5 Disputes with any Third Party Service provider must proceed in accordance with the dispute resolution process in that provider's terms.

13.6 Where Cyclio provides you with information about another User for the purpose of resolving a Dispute, that information may be used only for that purpose, and you will be responsible and liable to Cyclio for any cost, loss or liability incurred by Cyclio in relation to any claim arising from any other use.

13.7 If you have a complaint about the Cyclio Service, please contact Cyclio Support.

14.1 Before commencing proceedings against Cyclio (other than for urgent interlocutory relief), you must first notify Cyclio in writing of the dispute, and the parties must attempt in good faith to resolve it by negotiation within 30 days of that notice.

14.2 If the dispute is not resolved within that period, either party may refer it to mediation administered by the Australian Disputes Centre in Sydney. This clause does not prevent either party from seeking urgent interlocutory or injunctive relief.

The exclusions and limitations of liability applicable to you are set out in your Country Specific Terms in Appendix B.

15.1 Indemnity. You indemnify Cyclio and its officers, employees, contractors and agents against all loss, liability, cost, penalty, expense (including reasonable legal costs) and damage arising out of or in connection with:

a. your breach of this Agreement, any Policy or any Sale Contract;

b. your breach of any law, including WHS, dangerous goods, environmental, product safety, sanctions, export control, tax or privacy law;

c. any Product you supply or acquire, including any claim that a Product caused injury, death, property damage or economic loss, or infringed a third party's rights;

d. any claim by a third party arising from your content or conduct on the Cyclio Platform; and

e. any Dispute between you and another User.

15.2 Your liability under clause 15.1 is reduced proportionately to the extent the relevant loss was caused by Cyclio's own negligence or breach of this Agreement.

15.3 This clause 15 survives termination of this Agreement.

16.1 Either you or Cyclio may terminate your account and this Agreement at any time, for any reason, by notice.

16.2 Cyclio may suspend or restrict your account immediately, without notice, where Cyclio reasonably suspects fraud, a sanctions or legal risk, a safety risk, insolvency, a serious breach of this Agreement, or a risk to other Users or to the Cyclio Platform.

16.3 Termination of this Agreement does not affect any Sale Contract already formed between Users, and does not affect any accrued right or obligation.

16.4 Clauses 3.2, 3.9, 5 (Fees), 6.11, 12 (Data, Privacy and Confidentiality), 13 and 14 (Disputes), 15 (Limitation of Liability and Indemnity), 18 (General) and any other term that by its nature should continue, survive termination or expiry.

16.5 If your account or this Agreement is terminated for any reason, you may not create any further account with Cyclio without Cyclio's consent, in its absolute discretion, and Cyclio may terminate any other account you operate.

17.1 Cyclio may modify this Agreement or the Policies from time to time and will update the pages on which they are displayed. Where Cyclio makes material modifications, it will notify you through your Cyclio account or on next login.

17.2 Where you actively agree to amended terms (for example, by clicking a button indicating acceptance), the amended terms are effective immediately. In all other cases, the amended terms are effective 30 days after they are first notified to you.

17.3 If you do not agree with any change to this Agreement or the Policies, you must terminate your account and stop using the Cyclio Service. Continued use after the effective date constitutes acceptance.

17.4 Changes to this Agreement do not apply retrospectively to a Sale Contract already formed.

18.1 No agency. No agency, partnership, joint venture, employment or similar relationship is created by this Agreement. You have no authority to bind Cyclio, its related entities or affiliates. All Third Party Services promoted on the Cyclio Platform are provided solely by those Third Party Service providers, and to the extent permitted by law Cyclio disclaims all liability for loss or damage arising from the performance or non-performance of a Third Party Service.

18.2 Notices. Except as stated otherwise, notices must be given by email or by registered ordinary post, to Cyclio's contact address displayed on the Cyclio Platform, or to a User's contact address provided at registration. A notice is deemed given: if by email, 24 hours after it is sent, unless the sender is notified that the address is invalid or the email is undeliverable; and if by pre-paid post, three Business Days after posting, or seven Business Days after posting if sent to or from outside Australia. Notices relating to a Third Party Service must be delivered to that third party in accordance with its terms.

18.3 Force majeure. Neither Cyclio nor any User is liable for failure or delay in performing an obligation (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control, including natural disaster, pandemic, industrial action, war, cyber attack, or failure of a utility, carrier or telecommunications provider.

18.4 Severability. The provisions of this Agreement are severable, and if any provision is held invalid or unenforceable, that provision may be read down or removed and the remaining provisions remain enforceable.

18.5 Assignment. This Agreement may be assigned or novated by Cyclio to a third party without your consent, and you remain bound by it following any assignment or novation. You may not assign your rights under this Agreement without Cyclio's prior written consent.

18.6 Set-off. Cyclio may set off any amount owed by you to Cyclio against any amount Cyclio owes to you. You must pay all amounts owed to Cyclio in full without set-off, deduction or counterclaim.

18.7 Entire agreement. This Agreement sets out the entire understanding between the User and Cyclio in respect of its subject matter and supersedes all prior representations, other than any representation made fraudulently.

18.8 Governing law. This Agreement is governed by the laws specified in your Country Specific Terms.

Terms used in this Sale Contract have the meaning set out in the Glossary. A Sale Contract is created in accordance with the Cyclio Agreement. Unless otherwise agreed, the Buyer and Seller enter into a Sale Contract on the following terms.

"Agreed Price" means the price for the Products (including any agreed variation) payable by the Buyer to the Seller, but does not include the Buyer Transaction Fee, freight, duties, taxes or other costs unless expressly stated in the Sale Contract.

"Agreement" means the most updated version of the agreement between Cyclio and a User, including the Policies, Appendix A and Appendix B.

"Badge" means a badge or verification icon issued to a User based on the User meeting certain qualifications, verifications or thresholds, as determined by Cyclio.

"Business Day" means a day on which banks are open for general business in the jurisdiction in which the User has its Cyclio Platform account, other than a Saturday, Sunday or public holiday.

"Buyer" means a User that uses the Cyclio Platform to search for or acquire Products.

"Buyer Transaction Fee" means the fee payable by the Buyer to Cyclio as consideration for the Cyclio Service, separate to the Agreed Price, displayed to the Buyer before the Sale Contract is formed.

"Cancellation Fee" means an amount equal to the Buyer Transaction Fee for the applicable Sale Contract, payable by the User to whom the cancellation is attributable under clause 6.8 or 6.9.

"Consequential Loss" means any loss, damage or expense recoverable at law other than a loss, damage or expense that would be suffered or incurred by any person in a similar situation; or which is a loss of opportunity or goodwill, profit, anticipated saving, revenue, production or business, data, or value of any equipment, and any cost or expense incurred in connection with the foregoing.

"Country Specific Terms" means the terms set out in Appendix B.

"Cyclio Credits" means a credit, coupon, voucher, code, discount or refund provided as an account credit for use on the Cyclio Platform, including the return of an Order Value in the context of a cancellation.

"Cyclio Platform" means the Cyclio website at https://www.cyclio.io/, any Cyclio application, API, and any other affiliated platform introduced from time to time.

"Cyclio Service" means the service of providing the Cyclio Platform, including all features available on it, such as payment processing and verification functionality.

"Delivery Date" means the date or period for delivery recorded in the Sale Contract.

"Delivery Terms" means the delivery, risk and cost allocation terms recorded in the Sale Contract, including any Incoterms® rule adopted by the parties.

"Dispute" means a dispute between Users in relation to a Sale Contract, a Product, or the Cyclio Platform.

"Fees" means all fees payable to Cyclio by Users, including the Buyer Transaction Fee, the Seller Commission and the Cancellation Fee.

"Identity Verification Services" means the tools available to help Users verify the identity, business registration, qualifications, insurance or accreditations of other Users.

"Inspection Period" has the meaning given in clause 7.6.

"Listing" means a page published by a Seller containing details, including price, of Products the Seller is willing to supply.

"Non-excludable Condition" means any implied condition, warranty or guarantee in a contract, the exclusion of which would contravene the law or cause any part of the contract to be void, including the Consumer Guarantees to the extent they apply.

"Offer" means an offer made by a Buyer or Seller through the Cyclio Platform in respect of a Listing or Request for Quote.

"Order" means a Buyer's request to purchase Products in response to a Listing.

"Order Value" means the Agreed Price plus the Buyer Transaction Fee and any freight, duties or other charge agreed on the Cyclio Platform.

"Payment Account" means the account operated by the Payment Provider.

"Payment Provider" means an entity appointed by Cyclio that manages and operates the Payment Account, including accepting payments from and making payments to Users.

"Personal Information" has the meaning given in the Country Specific Terms.

"Policies" means the policies published by Cyclio on the Cyclio Platform, including the Community Guidelines, the Prohibited and Restricted Items Policy and the Privacy Policy.

"Product" means any industrial product, machinery, plant, equipment, component, part, consumable or material offered, supplied or acquired through the Cyclio Platform.

"Prohibited Item" and "Restricted Item" have the meanings given in the Prohibited and Restricted Items Policy.

"Quote" means a Seller's priced response to a Request for Quote.

"Request for Quote" means a Buyer's published requirement for Products, including quantity, specification and required delivery.

"Sale Contract" means the separate contract formed between a Buyer and a Seller for the supply of Products. In the absence of, or in addition to, any terms specifically agreed, the model terms in Appendix A apply.

"Security Interest" has the meaning given in the Country Specific Terms.

"Seller" means a User that offers or supplies Products to Buyers through the Cyclio Platform.

"Seller Commission" means the fee payable by the Seller to Cyclio as consideration for the Cyclio Service, comprised as part of the Agreed Price and displayed to the Seller before the Listing is published.

"Seller Funds" means the Agreed Price less the Seller Commission.

"Third Party Dispute Service" means a third party dispute resolution service provider used to resolve Disputes between Users.

"Third Party Service" means services offered by third parties that may be featured, promoted or linked on the Cyclio Platform from time to time, including logistics, inspection, finance and insurance services.

"Trade Account" means an approved deferred payment facility offered by Cyclio to a Buyer.

"User" or "you" means the person or entity that has registered to use the Cyclio Platform, whether as Buyer, Seller or otherwise.