Last Updated: February 18, 2026
Includes AML Compliance Requirements
1. Acceptance of Terms & Governing Law
By accessing, registering for, or using SettlePlace (the "Platform"), you ("User") agree to be legally bound by these Terms of Service and User Agreement ("Terms"), as amended from time to time. If you do not agree to these Terms, you must immediately cease using the Platform.
These Terms constitute a legally binding contract between you and SettlePlace Pty Ltd (ABN [TBD]) ("SettlePlace", "we", "us", or "our"), governed by the laws of Australia. The Platform operates under Australian Consumer Law (ACL) and all applicable Commonwealth and State legislation.
By clicking "I Accept" or by creating an account, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. You represent that you are at least 18 years of age and have the legal capacity to enter into binding contracts.
2. Platform Purpose & Service Description
SettlePlace is an online marketplace and transaction facilitation platform that:
- Connects independent buyers and sellers for asset transactions
- Facilitates online auctions where auctioneers list assets for competitive bidding
- Provides escrow services for secure payment processing via third-party payment processors (Stripe)
- Offers standardized contract templates (NOT legal advice)
- Facilitates communication between transaction parties
- Provides optional AI-assisted tools for asset verification and dispute mediation
IMPORTANT: SettlePlace is NOT a party to any transaction between buyers and sellers. We are a technology platform provider only. We do not own, sell, or have possession of any assets listed on the Platform.
3. CRITICAL DISCLAIMERS & EXCLUSION OF WARRANTIES
3.1 NO WARRANTIES - TO THE MAXIMUM EXTENT PERMITTED BY LAW:
Subject to the Australian Consumer Law, SettlePlace makes NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES of any kind, whether express, implied, or statutory, including but not limited to:
- The quality, safety, legality, condition, authenticity, or fitness for purpose of any assets
- The accuracy, completeness, or reliability of asset descriptions, specifications, valuations, or security checks
- The identity, creditworthiness, honesty, reliability, capacity, or intentions of any Platform user
- The successful completion of any transaction or that any transaction will be free from disputes
- The legal validity, enforceability, or compliance of any contracts or agreements
- That the Platform will be uninterrupted, secure, or error-free
- The accuracy of AI-generated content, valuations, or mediation recommendations
3.2 "AS IS" AND "AS AVAILABLE" SERVICE:
The Platform and all services are provided strictly "AS IS" and "AS AVAILABLE" without warranty of any kind. All implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, are expressly EXCLUDED to the maximum extent permitted by Australian law.
3.3 AUSTRALIAN CONSUMER LAW:
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law or any other applicable law that cannot lawfully be excluded. However, where such guarantees apply and we are entitled to limit our liability, we limit our liability to (at our option): (a) supplying the services again; or (b) paying the cost of having the services supplied again.
3.4 NO LEGAL, FINANCIAL, OR PROFESSIONAL ADVICE:
SettlePlace does NOT provide legal, financial, tax, investment, or professional advice. Contract templates are general in nature and may not suit your specific circumstances. You MUST obtain independent professional advice before entering any transaction or contract.
3.5 ANTI-MONEY LAUNDERING (AML) COMPLIANCE ACKNOWLEDGMENT
SettlePlace is committed to compliance with Australian anti-money laundering regulations and applicable financial crime prevention legislation. By using the Platform, you explicitly acknowledge and agree to:
- Identity Verification: You accept that we may conduct identity verification using government-issued IDs, biometric technology, and third-party verification services (including Stripe Identity). This is mandatory for account creation and all transactions.
- Source of Funds Documentation: For high-value transactions (above AUD $10,000), you agree to provide documented evidence of the source and legitimacy of funds being used.
- Politically Exposed Persons (PEP) Screening: You consent to screening against international PEP and sanctions lists as required by law.
- Transaction Monitoring: You acknowledge that all transactions are subject to real-time monitoring for suspicious activity patterns and automated flagging of unusual transactions.
- Enhanced Due Diligence: For transactions involving high-risk jurisdictions or participants, we may conduct enhanced due diligence and request additional documentation.
- Information Collection & Retention: You consent to the collection, use, storage, and retention of personal and financial information for compliance purposes, consistent with Australian privacy laws.
- Regulatory Reporting: You acknowledge that SettlePlace is obligated to report suspicious activities to relevant regulatory authorities (AUSTRAC) as required by the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).
- Compliance Delays: You acknowledge that compliance verification processes may delay account activation, transaction processing, or fund release, and you accept this as a necessary condition of using the Platform.
Failure to comply with AML requirements or providing false information will result in immediate account termination, funds forfeiture, and potential legal action.
4. User Responsibilities & AML Obligations
4.1 Due Diligence
Both buyers and sellers MUST conduct their own due diligence:
- Verify all asset information independently
- Conduct thorough inspections before completing purchase
- Review all security checks and background information
- Verify the identity and credentials of the other party
- Obtain independent legal advice regarding contracts
- Arrange independent vehicle history reports or asset appraisals
- Verify ownership documents and titles
4.2 Understanding Contracts
Users must ensure they fully understand all terms and conditions of any contract before signing. SettlePlace provides contract templates but does not provide legal advice. We strongly recommend consulting with a qualified legal professional before entering into any binding agreement.
4.3 Accurate Information
Users must provide accurate, complete, and truthful information when listing assets or making offers. Misrepresentation or fraud is strictly prohibited and may result in account termination and legal action.
5. Security Checks & Verification
While SettlePlace provides automated security checks using third-party data sources:
- These checks are provided as a convenience only
- We do not guarantee the accuracy or completeness of security check results
- Users must verify all information independently
- SettlePlace is not responsible for errors or omissions in security reports
6. LIMITATION OF LIABILITY & INDEMNIFICATION
6.1 EXCLUSION OF LIABILITY:
To the maximum extent permitted by law (subject to the Australian Consumer Law), SettlePlace, its directors, officers, employees, agents, contractors, and affiliates ("SettlePlace Parties") shall NOT be liable for any:
- Loss or damage arising from transactions between Platform users, including but not limited to financial loss, property damage, personal injury, or death
- Direct, indirect, incidental, special, consequential, exemplary, or punitive damages of any kind
- Loss of profits, revenue, business, data, goodwill, or anticipated savings
- Defects, deficiencies, fraud, misrepresentation, or illegal conduct by any Platform user
- Asset quality, condition, safety, legality, ownership, or title issues
- Disputes, delays, or failures in any transaction or contract
- Errors or omissions in security checks, valuations, or AI-generated content
- Platform downtime, data breaches, cyber attacks, or technical failures
- Third-party service failures (including payment processors, verification services)
- Unauthorized access to your account or data
- Changes to or discontinuation of Platform services
6.2 LIMITATION OF AGGREGATE LIABILITY:
Where liability cannot be excluded by law, the aggregate liability of SettlePlace Parties for all claims arising from or related to your use of the Platform shall not exceed the greater of: (a) AUD $100; or (b) the total fees paid by you to SettlePlace in the 12 months preceding the claim. This limitation applies regardless of the legal theory or form of action.
6.3 USER INDEMNIFICATION:
You agree to indemnify, defend, and hold harmless SettlePlace Parties from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to: (a) your use of the Platform; (b) your breach of these Terms; (c) your violation of any law or third-party rights; (d) your listings, offers, or contracts; (e) any transaction you enter into through the Platform; (f) your negligence or willful misconduct; (g) any dispute with another user.
6.4 RELEASE OF CLAIMS:
You release SettlePlace Parties from all claims, demands, and damages (actual and consequential) of every kind arising from or related to disputes between users or transactions conducted through the Platform. This release applies whether such claims are known or unknown, suspected or unsuspected.
7. Dispute Resolution Between Users
SettlePlace is NOT a party to any transaction or contract between users and has NO obligation to resolve, mediate, or become involved in disputes between users.
While we may offer optional AI-assisted mediation tools as a convenience, this does NOT create any duty, obligation, or liability on SettlePlace's part. Any mediation suggestions are automated, non-binding, and provided without warranty. Users remain fully responsible for resolving their own disputes through negotiation, legal counsel, or appropriate legal channels.
If you have a dispute with another user, you release SettlePlace from all claims related to that dispute. Funds may be held in escrow pending dispute resolution, but SettlePlace has no obligation to determine rightful ownership or distribution.
7.1 Jurisdiction & Governing Law
Any dispute between you and SettlePlace arising from these Terms or the Platform shall be governed by the laws of Western Australia. You irrevocably submit to the exclusive jurisdiction of the courts of Western Australia and waive any objection to jurisdiction or venue.
8. Payment Processing & Escrow Services
8.1 Third-Party Payment Processing
All payments are processed by Stripe, Inc., a third-party payment processor. By using payment services, you agree to Stripe's Terms of Service and Privacy Policy. SettlePlace does NOT store or have access to your payment card details.
8.2 Platform Fees
SettlePlace charges the following fees (inclusive of GST):
- Platform Fee: 2% of transaction value
- Stripe Processing Fee: 1.75% + $0.30 per transaction
- Additional Services: Variable fees for security checks, document verification, etc.
All fees are non-refundable unless required by law. Fees may change with 30 days' notice.
8.3 Escrow Arrangements
SettlePlace acts as a stakeholder only, holding funds in escrow pending completion of contract conditions. We do NOT determine rightful ownership or make judgments on disputes. Funds are released only when both parties confirm conditions are met OR pursuant to a court order or written settlement agreement.
8.4 Government Charges & Tax Obligations
IMPORTANT: Stamp duty, transfer fees, registration fees, and other government charges are NOT included in Platform fees and are NOT processed through SettlePlace. Users must pay these charges directly to relevant government authorities.
Users are solely responsible for: (a) determining and paying all applicable taxes; (b) obtaining tax receipts and invoices; (c) complying with GST, income tax, and capital gains tax obligations; (d) maintaining records for tax purposes. SettlePlace is NOT a tax advisor and provides NO tax advice.
8.5 Refunds & Chargebacks
Platform fees are non-refundable. Escrow funds may be refunded in accordance with contract terms or mutual written agreement. Fraudulent chargebacks may result in account termination and legal action.
9. Community Standards & Communications
9.1 Acceptable Communication Standards
All users of SettlePlace are required to maintain professional and respectful communication standards at all times. This includes, but is not limited to, interactions through:
- Direct messaging between buyers and sellers
- Community forum posts and replies
- Comments and discussions related to listings
- Contract negotiations and settlement communications
- Dispute resolution processes
9.2 Prohibited Content
Users are strictly prohibited from posting, transmitting, or communicating content that contains:
- Profane, vulgar, or obscene language
- Racist, discriminatory, or hateful speech targeting any individual or group based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or any other protected characteristic
- Threatening, harassing, intimidating, or abusive language
- Defamatory, libelous, or slanderous statements
- Sexually explicit or inappropriate material
- Content that promotes violence, illegal activities, or harm to others
- Spam, promotional content, or unsolicited commercial communications
- False, misleading, or fraudulent information
9.3 AI-Powered Content Moderation
SettlePlace employs automated artificial intelligence systems to screen and moderate all user-generated content, including forum posts, replies, and messages. Content that violates these community standards will be automatically rejected prior to publication. SettlePlace reserves the right to:
- Review, monitor, and remove any content at our sole discretion
- Suspend or terminate accounts that repeatedly violate communication standards
- Report serious violations to appropriate law enforcement authorities
- Preserve evidence of violations for legal proceedings
9.4 Enforcement and Consequences
Violations of these communication standards may result in the following actions, at SettlePlace's sole discretion:
- Immediate rejection of content submission
- Written warning to the user
- Temporary suspension of communication privileges
- Permanent account suspension or termination
- Legal action where appropriate
Users are responsible for all content they post and communications they send through the platform. By using SettlePlace, you agree to adhere to these community standards and acknowledge that violations may result in immediate account termination without refund or compensation.
10. Privacy & Data
User information is handled according to our privacy policy. By using SettlePlace, you consent to the collection and use of your information as described. Contact details are only shared between parties after both have agreed to proceed with a transaction.
11. Account Termination & Survival
11.1 Termination by SettlePlace
SettlePlace reserves the right, in its sole discretion, to immediately suspend or terminate your account and access to the Platform, without notice or liability, for any reason including but not limited to:
- Breach of these Terms or any applicable law
- Fraudulent, deceptive, or illegal activity
- Providing false or misleading information
- Harassment, abuse, or threatening conduct toward other users
- Violation of community standards or content policies
- Chargebacks or payment disputes
- Risk to Platform security or integrity
- Inactivity for extended periods
- At our sole discretion for any other reason
11.2 Effect of Termination
Upon termination: (a) your right to access the Platform ceases immediately; (b) we may delete your account and content without notice; (c) no refunds will be provided; (d) you remain liable for all obligations incurred prior to termination; (e) provisions that by their nature should survive (including indemnification, limitation of liability, disclaimers) continue in full force.
11.3 Survival
Sections relating to intellectual property, indemnification, limitation of liability, disclaimers, dispute resolution, and governing law shall survive termination of these Terms and continue to bind you indefinitely.
12. Amendments to Terms
SettlePlace reserves the right to modify, amend, or replace these Terms at any time, in its sole discretion. Material changes will be notified via email or prominent Platform notice at least 14 days before taking effect.
Your continued use of the Platform after any changes constitutes binding acceptance of the modified Terms. If you do not agree to changes, you must immediately cease using the Platform.
It is your responsibility to review these Terms periodically. The "Last Updated" date at the top indicates when Terms were last modified.
13. AUCTION-SPECIFIC TERMS & CONDITIONS
13.1 AUCTION PLATFORM ROLE:
SettlePlace provides an online auction platform as a technology service only. We are NOT:
- A licensed auctioneer or auction house
- An agent, broker, or representative of any auctioneer or bidder
- A party to any auction contract or transaction
- Responsible for asset ownership, condition, or legality
- Guaranteeing completion of any auction or sale
SettlePlace merely provides the technology infrastructure for independent auctioneers to conduct their own auctions. All auction transactions occur directly between auctioneers and winning bidders.
13.2 AUCTIONEER RESPONSIBILITIES:
Auctioneers using SettlePlace MUST:
- Hold all necessary licenses and registrations required in their jurisdiction
- Comply with all applicable auction laws and regulations
- Accurately describe all assets and disclose all known defects
- Have legal authority to auction the assets listed
- Clearly state all auction terms, conditions, and reserve prices
- Honor all winning bids unless fraud or breach occurs
- Maintain appropriate insurance coverage
SettlePlace does NOT verify auctioneer credentials, licenses, or authority. Users MUST independently verify auctioneer legitimacy.
13.3 "AS IS WHERE IS" AUCTION SALES:
ALL ASSETS SOLD THROUGH AUCTIONS ON SETTLEPLACE ARE SOLD STRICTLY "AS IS WHERE IS" WITH NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, including but not limited to:
- Merchantability, fitness for purpose, or quality
- Condition, functionality, or operability
- Title, ownership, or freedom from encumbrances
- Accuracy of descriptions, specifications, or measurements
- Completeness of parts, accessories, or documentation
BY PLACING A BID, YOU ACKNOWLEDGE AND ACCEPT THAT YOU ARE PURCHASING "AS IS WHERE IS" WITH ALL FAULTS AND WITHOUT ANY RECOURSE AGAINST SETTLEPLACE OR THE AUCTIONEER FOR DEFECTS, DAMAGES, OR DEFICIENCIES.
13.4 BIDDER RESPONSIBILITIES & OBLIGATIONS:
By placing a bid, you represent, warrant, and agree that:
- You have inspected the asset or deliberately waived your right to inspect
- You accept the asset in its current condition "AS IS WHERE IS"
- Your bid constitutes a BINDING, IRREVOCABLE offer to purchase
- You have sufficient funds to complete the purchase immediately
- You cannot withdraw, cancel, or revoke your bid once placed
- You waive any cooling-off period or right of withdrawal
- You are NOT bidding subject to finance, inspection, or any other condition
- If you are the winning bidder, you MUST complete the purchase
WINNING BIDDERS ARE LEGALLY OBLIGATED TO COMPLETE PURCHASE. FAILURE TO COMPLETE MAY RESULT IN LEGAL ACTION, LOSS OF DEPOSITS, AND PERMANENT PLATFORM BAN.
13.5 NO CONDITIONAL PURCHASES OR FINANCING:
Auction purchases through SettlePlace are FINAL and UNCONDITIONAL. There are NO provisions for:
- Subject to finance clauses
- Subject to inspection clauses
- Subject to approval by third parties
- Cooling-off periods or withdrawal rights
- Post-auction renegotiation of price or terms
DO NOT BID IF YOU REQUIRE FINANCING OR NEED TIME TO ARRANGE PAYMENT. BIDS MUST BE BACKED BY IMMEDIATELY AVAILABLE FUNDS.
13.6 BID INTEGRITY & SHILL BIDDING:
The following activities are STRICTLY PROHIBITED and may result in immediate account termination and legal action:
- Shill bidding (bidding on your own auctions or having associates bid)
- Bid manipulation or collusion between bidders
- False or fraudulent bids
- Bid retraction without legitimate cause
- Using multiple accounts to bid on the same item
SettlePlace monitors bidding activity but makes NO guarantee that all bids are legitimate. Users participate at their own risk.
13.7 AUCTION COMPLETION & PAYMENT:
Winning bidders MUST pay in full within 24 hours of auction close unless otherwise specified. Payment methods, collection arrangements, and transfer of ownership are determined by the auctioneer, NOT SettlePlace. SettlePlace may facilitate escrow services but is NOT responsible for payment disputes, non-payment, or delivery failures.
13.8 RESERVE PRICES & NON-SALE:
Auctioneers may set reserve prices (undisclosed minimum prices). If bidding does not reach the reserve, the asset may not be sold. SettlePlace has NO obligation to disclose reserve prices or reasons for non-sale. No compensation is provided to bidders for their time or effort if an asset does not sell.
13.9 AUCTION LIABILITY EXCLUSIONS:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SETTLEPLACE SPECIFICALLY DISCLAIMS ALL LIABILITY FOR:
- Asset condition, quality, title, or legality issues
- Auctioneer fraud, misrepresentation, or breach of duty
- Winning bidder non-payment or breach of contract
- Bidding system errors, technical failures, or outages
- Last-minute bid submission failures or connectivity issues
- Disputes over winning bid determination
- Post-auction disputes between auctioneers and bidders
- Delivery, collection, or transport issues
- Stolen, encumbered, or illegally obtained assets
- Unlicensed or unauthorized auctioneers
YOU ACKNOWLEDGE THAT AUCTION PURCHASES CARRY INHERENT RISKS AND YOU PARTICIPATE ENTIRELY AT YOUR OWN RISK.
13.10 CONSUMER PROTECTION & AUSTRALIAN CONSUMER LAW:
While certain consumer protections under Australian Consumer Law cannot be excluded, auction sales conducted through SettlePlace are generally considered private sales between the auctioneer and bidder. SettlePlace makes NO representations regarding consumer guarantee applicability. Bidders should seek independent legal advice regarding their rights under ACL before participating in auctions.
14. Contact Information
For questions about these terms or the SettlePlace platform, please contact us through the platform's support channels.
15. Additional Legal Provisions
13.1 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
13.2 No Waiver
Failure by SettlePlace to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless in writing and signed by an authorized representative of SettlePlace.
13.3 Assignment
You may not assign, transfer, or sublicense these Terms or any rights granted hereunder without SettlePlace's prior written consent. SettlePlace may assign these Terms at any time without notice.
13.4 Entire Agreement
These Terms, together with our Privacy Policy, constitute the entire agreement between you and SettlePlace regarding use of the Platform, superseding all prior agreements, representations, and understandings.
13.5 Force Majeure
SettlePlace shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government restrictions, power failures, or internet disruptions.
13.6 Electronic Communications
By using the Platform, you consent to receive electronic communications from SettlePlace. These communications may include notices, agreements, disclosures, and other information. You agree that all agreements, notices, and disclosures provided electronically satisfy any legal requirement for written communications.
ACKNOWLEDGMENT AND ACCEPTANCE
BY CLICKING "I ACCEPT", CREATING AN ACCOUNT, LISTING AN ASSET, MAKING AN OFFER, OR SIGNING A CONTRACT THROUGH THE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT:
- You have read, understood, and agree to be legally bound by these Terms of Service
- You understand that SettlePlace is a platform only and is NOT a party to your transactions
- You understand all disclaimers and limitations of liability set forth herein
- You accept full responsibility for your own due diligence and decision-making
- You agree to indemnify and hold harmless SettlePlace from all claims arising from your use
- You understand that contract templates do NOT constitute legal advice
- You will obtain independent professional advice before entering any transaction
- If participating in auctions, you understand all bids are BINDING and IRREVOCABLE and purchases are "AS IS WHERE IS" with NO CONDITIONS
- You accept all auction-specific terms and waive all consumer protection rights to the maximum extent permitted by law
- You comply fully with all Anti-Money Laundering (AML) requirements, including identity verification, source of funds documentation, and PEP screening
- You acknowledge that your personal and financial information may be collected, retained, and reported to regulatory authorities (AUSTRAC) as required by law
- You understand that AML compliance processes may delay transaction processing and fund release, and you accept this condition
- You confirm that all funds and assets involved in transactions are legally obtained and comply with all applicable laws
- You are at least 18 years old and have legal capacity to enter binding contracts
- These Terms are governed by Australian law and subject to Australian court jurisdiction
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM.
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