settlement agreement
1. Purpose and Scope
The present Settlement Agreement and Policy ("Agreement") establishes the terms, conditions, procedures, and obligations governing the split-settlement model employed by Tuners Vault Auction Marketplace ("Tuners Vault," "we," "us," or "our") in connection with transactions conducted through the Tuners Vault platform located at tunersvault.com (the "Platform"), including all related tools, features, and services (collectively, the "Services"). Tuners Vault is owned and operated from the Province of Ontario, Canada.
By listing an item for sale, placing a bid, winning an auction, completing a fixed-price purchase, or otherwise participating in any transactional feature of the Platform, you ("User," "you," or "your," whether acting as a Buyer or Seller) acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. The provisions herein are incorporated by reference into the Terms of Service, the User Agreement, the Buyer Agreement, and the Seller Agreement, and should be read in conjunction with each of those documents. In the event of any inconsistency between this Agreement and any other Platform document on the specific subject matter of settlement, commission collection, and post-transaction payment procedures, the provisions of this Agreement shall prevail.
2. Overview of the Split-Settlement Model
Tuners Vault operates a split-settlement model designed to support its marketplace operations. Under that model, the total price of a successfully sold item is settled in two stages. First, upon the close of the listing, Tuners Vault collects a marketplace operations commission equal to 9.5% of the final hammer price, or of the accepted Buy It Now price, from the winning Buyer's credit card on file or from an alternative credit card designated by the Buyer. Second, the winning Buyer remits the remaining balance of the price, together with any applicable shipping charges and taxes, directly to the Seller using a payment method accepted by the Seller.
The 9.5% commission collected by Tuners Vault constitutes the Seller's full commission obligation to the Platform. It is not an additional fee, surcharge, or premium imposed upon the Buyer. It is a portion of the total price that is deducted and allocated to Tuners Vault before the remaining balance is payable to the Seller. The Seller acknowledges and agrees that the structure satisfies the Seller's commission obligation in its entirety.
The model applies in identical terms to timed auction listings and to fixed-price Buy It Now listings. Every reference in this Agreement to an auction, a bid, a winning bidder, or a hammer price applies with equal force to a Buy It Now purchase, to the accepted fixed price, and to the Buyer who completes it.
3. Commission Collection and Processing
3.1 Timing of Commission Charge
Immediately following the close of a listing and the determination of a winning bidder, or immediately upon completion of a Buy It Now purchase, Tuners Vault will initiate a charge to the winning Buyer's credit card on file in the amount of 9.5% of the final price. Where the Buyer has won or purchased more than one lot within the same settlement batch, the 9.5% commission will be calculated on a per-lot basis and may be processed as a single consolidated charge representing the aggregate commission across all lots.
3.2 Nature and Characterization of the Commission Charge
The 9.5% commission charge serves a dual function. From the perspective of the Buyer, it operates as a deposit that secures the lot and confirms the Buyer's commitment to completing the transaction. From the perspective of the Seller, it represents the Seller's pre-agreed commission obligation to Tuners Vault, deducted from the price before the remaining proceeds are remitted by the Buyer to the Seller.
For the avoidance of all doubt, the Buyer pays only the total price achieved in the listing, plus any applicable shipping charges and taxes. No buyer's premium, surcharge, or additional fee is imposed by Tuners Vault beyond that price. The 9.5% is an allocation within the price, not an addition to it.
3.3 Alternative Payment Method
If the winning Buyer wishes to have the 9.5% commission charged to a credit card other than the one on file, Tuners Vault will accommodate the request through the invoice issued to the Buyer following the close of the listing. The Buyer must communicate that preference promptly upon receipt of the confirmation or settlement invoice. Tuners Vault reserves the right to verify the validity and authorization of any alternative payment method before processing.
4. Failed Commission Payments
4.1 Initial Failure and Cure Period
In the event that the credit card transaction for the 9.5% commission charge is declined, fails, or cannot be processed for any reason, Tuners Vault will notify the winning Buyer promptly and afford the Buyer a period of twenty-four (24) hours from the time of notification to provide a valid alternative payment method. During the cure period, the Buyer's winning position is held in reserve, and no contact is initiated with any runner-up bidder.
4.2 Forfeiture Upon Failure to Cure
Should the winning Buyer fail to furnish a valid, functioning payment method within the twenty-four (24) hour cure period, the winning bid shall be deemed forfeited. Upon forfeiture, the Buyer relinquishes all rights to the lot, and Tuners Vault reserves the right, at its sole discretion, to impose account restrictions, record a strike under the Platform's enforcement policy, or pursue any other remedial action.
4.3 Runner-Up Bidder Procedures
Following forfeiture by the original winning Buyer, Tuners Vault may contact the next-highest bidder (the "runner-up") and offer them the opportunity to assume the winning position at their bid price. The runner-up is under no obligation to accept the offer. Should the runner-up accept, the 9.5% commission charge will be processed to the runner-up's credit card on file, or to an alternative card they designate, and a settlement invoice will be issued to both the runner-up and the Seller in accordance with the procedures set forth in Section 5.
If the runner-up declines the offer or fails to provide a valid payment method within twenty-four (24) hours, the lot shall be nullified. Tuners Vault will notify the Seller of the nullification, and the Seller may relist the item at their discretion. No liability is borne by Tuners Vault towards the Seller for lost proceeds, opportunity costs, or any other damages arising from the nullification of a lot under these circumstances.
5. Settlement Invoice
5.1 Issuance and Content
Upon the successful processing of the 9.5% commission charge, Tuners Vault will issue a settlement invoice to both the winning Buyer and the Seller by email. The settlement invoice serves as formal confirmation of the result and as an introduction between the parties for the purpose of completing the transaction. Each settlement invoice states the lot number and item description, the final price, the amount collected by Tuners Vault as the 9.5% marketplace operations commission, the remaining balance payable by the Buyer directly to the Seller, the Seller's accepted payment methods as provided by the Seller in their account profile or listing, the Buyer's shipping name and address as recorded in the Buyer's account profile, any applicable shipping charges disclosed in the listing, and the seventy-two (72) hour payment deadline together with the seventy-two (72) hour shipping deadline.
5.2 Purpose and Effect
The settlement invoice is a transactional document that confirms the obligations of both parties following the close of a listing. It does not create any contractual relationship between Tuners Vault and either party beyond what is established in the Terms of Service, User Agreement, Buyer Agreement, Seller Agreement, and this Agreement. Tuners Vault's role in issuing the settlement invoice is limited to facilitating the introduction of the parties and confirming the financial terms of the settled transaction; Tuners Vault is not a party to the contract of sale formed between the Buyer and the Seller.
5.3 Items Requiring Freight or Special Handling
Where the lot is an engine, a transmission, a body panel, a wheel and tyre set, or any other component that exceeds standard parcel limits or that requires crating, palletizing, or dangerous-goods handling, the shipping charge may not be capable of determination at the time the settlement invoice is issued. In such cases, the Buyer and the Seller must agree the carrier, service level, packaging method, and cost promptly after issuance of the invoice, and the agreed shipping charge is payable by the Buyer together with the remaining balance unless the parties agree otherwise in writing. The seventy-two (72) hour payment deadline runs from the close of the listing, and the parties should therefore settle freight arrangements without delay. Tuners Vault neither quotes, books, nor arranges freight, and takes no part in the negotiation of shipping charges.
6. Buyer's Post-Transaction Obligations
6.1 Payment of the Remaining Balance
The winning Buyer is obligated to remit the remaining balance of the price, being the total price less the 9.5% commission already collected by Tuners Vault, together with any applicable shipping charges and taxes as agreed, directly to the Seller within seventy-two (72) hours of the close of the listing. Payment must be made using a method accepted by the Seller, as disclosed in the settlement invoice or communicated by the Seller following its issuance.
6.2 Consequences of Non-Payment and Automatic Deposit Forfeiture
Failure by the Buyer to remit the remaining balance to the Seller within the seventy-two (72) hour payment window constitutes a material breach of the Buyer Agreement and this Agreement. Upon the expiry of the seventy-two (72) hour deadline without confirmed payment, the 9.5% marketplace operations commission previously charged to the Buyer's credit card shall be automatically and irrevocably forfeited. The forfeited deposit is non-refundable, and the Buyer shall have no entitlement to a refund, credit, offset, chargeback, or reversal of the forfeited amount under any circumstances, regardless of the reason for non-payment. In addition to automatic forfeiture, Tuners Vault reserves the right, at its sole discretion, to record a strike under the Platform's two-strike enforcement policy; to suspend or terminate the Buyer's account; to restrict future bidding privileges; and to pursue any other remedial action available under the Terms of Service or applicable law. The Buyer acknowledges that the automatic forfeiture of the deposit is a fair and proportionate contractual consequence of the Buyer's failure to honour a binding obligation, reflects a genuine pre-estimate of loss and administrative cost occasioned by default, and does not constitute a penalty at law.
6.3 Shipping Address and Communication
If the Buyer's intended shipping destination differs from the address recorded in the Buyer's account profile, the Buyer must notify the Seller promptly following issuance of the settlement invoice and provide updated shipping instructions. The Buyer may also communicate with the Seller to coordinate payment processing, confirm the Seller's accepted payment methods, agree freight arrangements, and settle any other logistical detail reasonably necessary to complete the transaction. All such communication shall be conducted solely for the purpose of completing the relevant transaction and shall comply with the post-transaction communication provisions set forth in the Terms of Service and User Agreement.
7. Seller's Post-Transaction Obligations
7.1 Acknowledgement of Commission Deduction
By listing items on Tuners Vault, the Seller acknowledges and agrees that the 9.5% marketplace operations commission is deducted from the total price and collected by Tuners Vault directly from the Buyer's credit card before the remaining balance is remitted to the Seller. The settlement invoice will clearly reflect that deduction, and the Seller shall not seek to recover the commission amount from the Buyer or from Tuners Vault.
7.2 Receipt of Payment and Shipping Obligation
Once the Seller has confirmed receipt of the remaining balance from the Buyer, the Seller must ship the item to the Buyer within seventy-two (72) hours. Shipping must be conducted in accordance with the terms disclosed in the listing and confirmed in the settlement invoice, including the agreed carrier, method, and any applicable insurance or tracking requirements. As a general standard of reasonable expectation, Sellers should endeavour to despatch items within forty-eight (48) hours of confirmed payment receipt, unless a different timeline has been explicitly stated in the listing or mutually agreed with the Buyer per the settlement invoice.
7.3 Consequences of Failure to Ship
Failure by the Seller to ship the item within the prescribed seventy-two (72) hour window, absent a valid and documented reason communicated to both the Buyer and Tuners Vault, constitutes a material breach of the Seller Agreement and this Agreement. Tuners Vault reserves the right to record a strike, suspend or terminate the Seller's account, and take any other enforcement action available under the Terms of Service.
7.4 Communication of Payment Methods
The Seller is responsible for ensuring that their accepted payment methods are clearly and accurately communicated to the Buyer, whether through the listing, the Seller's account profile, or direct communication following issuance of the settlement invoice. Tuners Vault is not responsible for payment failures, delays, or disputes arising from the Seller's failure to disclose accepted payment methods in a timely and clear manner.
7.5 Transfer of Risk Upon Delivery Confirmation
Once the shipping carrier's tracking system records the item as delivered, whether through electronic delivery confirmation, signature capture, proof-of-delivery scan, or equivalent carrier record, the Seller's obligation with respect to shipment shall be deemed fully discharged. Any claim arising after delivery confirmation, including allegations of non-receipt, theft from the delivery location, package tampering, or damage discovered after acceptance of the parcel, must be pursued by the Buyer directly with the shipping carrier or, where appropriate, with local law enforcement authorities. Tuners Vault shall bear no liability for any event, loss, or claim arising after the carrier has confirmed delivery of the item.
7.6 Packaging Discretion and Security
Sellers are strongly advised not to disclose, indicate, describe, or suggest the contents, identity, or value of any item on the exterior of the shipping package, label, crate, or any associated customs documentation visible from the outside of the parcel, except where such disclosure is mandated by applicable customs regulations for international shipments or by the dangerous-goods rules applicable to the shipment. External markings, product branding, item descriptions, or value declarations affixed to or printed on the outside of a package materially increase the risk of theft during transit. Tuners Vault recommends that all Sellers use plain, unmarked outer packaging and exercise discretion in the preparation of shipments, particularly for high-value components such as engines, electronic control units, forged wheels, turbochargers, and seats.
7.7 Dangerous Goods in the Settlement Process
Where the item sold is classified as a dangerous good for transport purposes, including an airbag module, an airbag inflator, a seat-belt pretensioner, a lithium-ion or lithium-metal battery pack, a compressed-gas cylinder, or a component containing residual fuel or other regulated fluid, the Seller must satisfy every classification, packaging, marking, labelling, documentation, training, and declaration requirement applicable to the shipment before tendering it to a carrier, as set out in Section 4.7 of the Seller Agreement. Where those requirements cannot be met within the seventy-two (72) hour shipping window, the Seller must notify the Buyer and Tuners Vault without delay. Neither the settlement invoice nor the shipping deadline operates to authorize, excuse, or require the unlawful tender of a dangerous good, and Tuners Vault accepts no liability in connection with any such shipment.
8. Platform Role and Payment Handling Disclaimer
Tuners Vault's involvement in the financial aspect of each transaction is strictly limited to the collection of the 9.5% marketplace operations commission from the winning Buyer's credit card. Beyond that single charge, Tuners Vault does not collect, process, hold, escrow, distribute, or otherwise handle payments between Buyers and Sellers.
All payments for the remaining balance of the price, shipping charges, taxes, and any other amounts owed are made directly between the Buyer and the Seller, outside the Platform, using payment methods mutually agreed by the parties. Accordingly, Tuners Vault does not guarantee payment from Buyers, does not guarantee delivery of items by Sellers, does not guarantee the safe arrival of items shipped by carriers, does not adjudicate or serve as an intermediary in shipping claims between Users and carriers, does not control or supervise the payment arrangements between the parties, and does not provide escrow, payment processing, or transaction settlement services beyond the initial commission charge.
9. Chargebacks, Payment Disputes, and Reversals
9.1 Buyer Chargeback Restrictions
Buyers must refrain from initiating chargebacks, payment disputes, or reversals with their credit card issuer or financial institution in respect of the 9.5% commission charge until a formal resolution attempt has been undertaken directly with Tuners Vault. Initiating an unjustified, premature, or abusive chargeback against the commission charge constitutes a material breach of the Buyer Agreement and this Agreement. Tuners Vault reserves the right to immediately suspend the Buyer's account, withhold future bidding privileges, and pursue recovery of the reversed funds together with processor penalties, administrative fees, and investigation costs.
9.2 Buyer Payment Finality
By placing a bid or completing a fixed-price purchase, the Buyer represents and warrants that the Buyer is authorized to use the credit card provided for the commission charge, that the transaction is legitimate, and that the Buyer will not initiate unjustified chargebacks or payment reversals.
9.3 Seller Payment Disputes
Tuners Vault has no involvement in, and accepts no liability for, payment disputes arising between the Buyer and the Seller in respect of the remaining balance. All such disputes must be resolved exclusively between the parties, in accordance with the dispute resolution provisions set forth in the Terms of Service, the Buyer Agreement, and the Seller Agreement.
10. Non-Circumvention
10.1 Prohibition
Users agree not to circumvent Tuners Vault's split-settlement model, fee structure, or transactional processes by any means, including cancelling listings to avoid commission obligations; completing transactions outside the Platform with parties introduced through Tuners Vault; diverting Buyers to private payment channels; sharing contact information for the purpose of off-platform sales; or altering listing terms to reduce or avoid commission charges.
10.2 Ninety-Day Protection Period
For a period of ninety (90) days following the close of any listing, the Buyer and the Seller introduced through that listing may not complete a private transaction for the same item outside the Platform. Should such a transaction occur, the Seller agrees that the standard 9.5% commission remains due and payable to Tuners Vault.
10.3 Commission Recovery
If Tuners Vault determines that a transaction has been completed off-platform in contravention of the present Section, Tuners Vault may take any or all of the following actions: invoice the Seller for the applicable commission; charge any payment method on file; offset amounts against future proceeds; suspend or permanently terminate the accounts of both parties; and pursue all available legal remedies, including the recovery of legal costs and disbursements.
11. Limitation of Liability
Tuners Vault is not a party to the direct payment transaction between the Buyer and the Seller for the remaining balance of the price. Neither the performance, the solvency, nor the good faith of either party is guaranteed by Tuners Vault with respect to any aspect of the transaction occurring after issuance of the settlement invoice.
To the fullest extent permitted by applicable law, Tuners Vault shall not be liable for non-payment by any Buyer; failure by any Seller to ship an item; payment disputes, chargebacks, or reversals between Buyers and Sellers; lost, delayed, or damaged shipments; freight charges, accessorial charges, or customs charges arising after the close of a listing; the accuracy of information provided by either party in connection with the settlement process; or any other loss, damage, or claim arising from the direct transaction between the Buyer and the Seller.
In all cases, Tuners Vault's total aggregate liability in connection with any claim arising under this Agreement shall not exceed the amount of the 9.5% commission actually collected by Tuners Vault in respect of the specific transaction giving rise to the claim.
12. Dispute Resolution and Governing Law
The dispute resolution and arbitration provisions set forth in the Terms of Service apply in full to this Agreement. All disputes arising out of or relating to this Agreement, the commission charge, the settlement invoice, or the split-settlement model must first be subject to informal resolution through written notice to Tuners Vault at info@tunersvault.com, followed by a minimum thirty (30) day period of good-faith negotiation. Unresolved disputes shall be submitted to final and binding arbitration in the Province of Ontario, Canada, pursuant to the Arbitration Act, 1991, S.O. 1991, c. 17, before a single neutral arbitrator. All disputes must be brought individually; class actions, representative proceedings, and jury trials are waived to the fullest extent permitted by law. The arbitration and class-waiver provisions apply only to the extent permitted by the law governing the User concerned, and the mandatory statutory rights described in the Terms of Service are not waived.
The present Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. To the extent that any matter falls outside the scope of the arbitration provisions, the courts of the Province of Ontario located in the City of Toronto shall have exclusive jurisdiction.
13. Electronic Contracting
By placing a bid, completing a fixed-price purchase, listing an item, clicking "I Agree," or otherwise accepting this Agreement through the Platform's electronic interface, you acknowledge that your acceptance constitutes a valid and enforceable electronic agreement within the meaning of the Electronic Commerce Act, 2000, S.O. 2000, c. 17 (Ontario), and applicable federal and international frameworks governing electronic transactions. You waive any objection to the enforceability of this Agreement based solely on its formation by electronic means.
14. Severability
Should any provision of this Agreement be determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions. The invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable, or, where modification is not possible, severed from this Agreement.
15. Entire Agreement
Together with the Terms of Service, the User Agreement, the Buyer Agreement, the Seller Agreement, the Privacy Policy, the Cookie Policy, the Cross-Border Duties, Taxes & Customs Policy, and the High-Value Risk Policy, this Agreement constitutes the entire agreement between you and Tuners Vault with respect to the subject matter of settlement, commission collection, and post-transaction payment procedures. No oral or written representation, warranty, or undertaking not contained or incorporated herein shall be binding upon either party. No waiver of any provision shall be effective unless in writing and signed by Tuners Vault.
16. Contact Information
For any questions, concerns, or formal notices regarding this Agreement, please contact Tuners Vault by email at info@tunersvault.com or through the website at https://tunersvault.com.
17. Acknowledgement
By participating in any transaction on the Platform, whether as a Buyer or a Seller, you confirm that you have read this Settlement Agreement and Policy in its entirety, that you understand all provisions contained herein, including the nature and mechanics of the 9.5% marketplace operations commission and the split-settlement model, and that you voluntarily agree to be bound by its terms. You further acknowledge that you have had the opportunity to seek independent legal advice prior to accepting this Agreement.
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