Terms of Service

1. Who this agreement is between

These Terms govern an auction house's access to and use of Auctionomy's hosted auction management, branded tenant website, realtime bidding, streaming, invoicing and payment-integration services (the Service). Together with the signed order form (the Order), any agreed data-processing terms and the policies the Order incorporates, they form the Agreement. Where the documents conflict, the Order prevails.

The provider is Pending legal review: the full legal entity name, entity type, company or business registration number and registered address that will contract with auction houses — no entity is named on this page because none has been confirmed. The customer is the auction house identified in the Order.

Notices to us go to legal@auctionomy.com. Pending legal review: confirm the monitored legal contact, the responsible role, a physical service address, and the rules for when a notice is treated as delivered.

2. Which market's law applies

Auction, consumer and privacy law differ materially between markets, so these Terms are written as a shared global core with exactly one market module attached: AU, US, EU, or a conservative international fallback (INTL). Section 9 sets out what each module adds.

The module is selected from the facts recorded in the Order — the auction house's legal entity, its approved operating market, where its auctions and lots are located, and the governing-law position its own advisers have taken. It is never inferred from a domain name, an IP address, a browser locale, a currency, or a bidder's postal address on its own.

The governing law and courts are those stated in the Order. Pending legal review: the default governing law and forum for each market module, and the wording that preserves non-displaceable mandatory forums.

3. What Auctionomy is, and what it is not

Auctionomy supplies software to the auction house. Unless an Order expressly says otherwise, Auctionomy is not the auctioneer, seller, consignor, valuer, appraiser, authenticator, bidder, buyer, shipping provider, insurer, escrow provider or bank for an auction run on the platform. We do not take title to a lot and we are not a party to the sale contract between the auction house (or its consignor) and the winning bidder.

The auction house controls its brand, catalogue, auction configuration, bidder relationship, auction-specific rules and every sale decision. It must make its own identity and role clear to bidders, and must not represent that Auctionomy owns, authenticates, values, inspects or guarantees a lot.

Section 8 is the one place that split is qualified, because during the current pilot arrangement bidder money passes through Auctionomy before reaching the auction house.

4. What the auction house is responsible for

The auction house is responsible for:

1. complying with the laws, licences, codes, sanctions, export controls, tax rules, consumer protections, privacy obligations and auctioneer registration requirements that apply to its business, its lots, its auctions and its bidders;
2. having authority from consignors or owners to list and sell each lot;
3. every catalogue description, provenance and authenticity statement, condition report, image, estimate, reserve, availability and title representation;
4. publishing its bidder terms, privacy information, collection notices, buyer's premium, taxes, payment deadlines, shipping and collection rules and auction-specific conditions before a bidder is bound;
5. approving, rejecting, suspending and verifying bidders on lawful, non-discriminatory criteria;
6. configuring auction type, timing, increments, reserves, extensions, bid acceptance and closure rules, and checking them before publication;
7. supervising live auctions and resolving floor, telephone, absentee, online and disputed bids;
8. issuing invoices, providing legally required receipts, fulfilling sold lots, handling refunds and chargebacks, and resolving bidder and consignor disputes; and
9. maintaining business-continuity procedures appropriate for time-sensitive auctions.

The auction house must not list unlawful, stolen, counterfeit, unsafe, sanctioned, restricted or infringing material, and must not use the Service for deceptive conduct, artificial bidding, price manipulation, money laundering or fraud.

5. Bidding, and what our records do and do not prove

The Service validates bids, applies the increments and reserves the auction house configured, ranks bids, extends timed closings where configured, records events and distributes realtime updates to connected bidders. Those functions carry out the auction house's configuration. They do not transfer to us the auction house's responsibility for its auction rules or its final sale decisions.

Internet connectivity, devices, power, video streaming, payment providers and other third-party services can delay or interrupt an auction. The auction house must publish an interruption and dispute rule explaining whether it may pause, reopen, extend, reject or cancel bidding, subject to applicable law.

6. Subscription fees and taxes

The auction house pays the fees, taxes and usage charges stated in its Order, in the currency and on the schedule the Order sets. Pending legal review: trial terms, invoicing and renewal mechanics, late payment consequences, cancellation rights and the refund position — including whether an Australian unfair contract terms review is needed on the renewal and cancellation clauses.

Subscription payments are processed by Stripe. The auction house may need to accept Stripe's own terms and supply information Stripe requires. Full card numbers entered on a Stripe-hosted payment page are not received or stored by Auctionomy; we receive transaction identifiers, status, amount, currency, receipt information and failure reasons.

The auction house is responsible for taxes arising from its auctions and sales, except taxes on Auctionomy's own net income. Nothing in this Agreement determines the tax treatment of a lot, a buyer's premium, a subscription or a payout.

7. How bidder payments actually flow

This section describes a real money flow, so it is written plainly rather than in the abstract.

Where invoice payment is enabled, the Service creates a Stripe-hosted checkout session for an auction house invoice and records the payment status. During the current pilot arrangement this does not use Stripe Connect: a bidder's payment settles into Auctionomy's own Stripe balance, and Auctionomy then remits the auction house's proceeds by bank transfer on an agreed cycle.

Pending legal review: whether collecting bidder funds this way requires an Australian Financial Services Licence or falls within an exemption for a disclosed collection agent; whether the collected funds must be segregated or held on trust; what happens to funds in transit if Auctionomy becomes insolvent; and the merchant of record, statement descriptor, settlement timing, refund, dispute, reserve and fee position in each market. This is the single most consequential unresolved question in this document.

The auction house remains responsible for invoice accuracy, authorised charges, refund decisions, chargebacks, delivery, and compliance with payment-network and consumer-law requirements. Auctionomy may delay a status update while waiting for a verified provider event, and may correct a status when provider evidence changes.

Pending legal review: chargeback and payment-dispute handling is not implemented in the platform today — there is a full-amount refund path and no dispute webhook handling at all. Confirm the contractual allocation of chargeback liability given that the operational process is manual.

8. Data, privacy and security

Customer Data means the data an auction house, its bidders, consignors, staff or integrations submit to the Service, plus the auction activity generated through its use. As between the parties the auction house keeps its rights in Customer Data, and grants Auctionomy a licence to host, copy, transmit, process and display it only to provide, secure, support and improve the Service, to comply with law, and to exercise rights under the Agreement.

The role split is purpose-specific. For bidder, consignor, auction, sale and fulfilment handling that the auction house determines, the auction house is the controller (or business) and Auctionomy is its processor (or service provider), acting on documented instructions. For its own account administration, platform billing, security, support, legal compliance and fraud prevention, Auctionomy is an independent controller. The Privacy Policy sets out the second of those in full.

Processor terms are held in a separate Data Processing Addendum carrying the GDPR Article 28 obligations, the details of processing, the sub-processor register and the technical measures annex. It is provided on request and incorporated into an Order where the parties agree. Pending legal review: whether the Data Processing Addendum should be published at a public URL and incorporated by reference by default, or executed per Order — and, if published, whether the sub-processor change-notification period is workable.

Three things this Agreement does not promise, because the platform does not currently do them:

• No data residency commitment. No processing region is pinned in the product — object storage uses a non-jurisdictional endpoint and no application declares a hosting region.
• No blanket retention schedule. Category-level retention and a scheduled deletion sweep exist, but records outside those categories are retained until deleted on request or under an agreed schedule.
• No certification is claimed. Auctionomy holds no security certification and this page does not imply one.

We use technical and organisational measures appropriate to the Service and to the risks of the information it holds; the auction house must use reasonable safeguards for its own accounts, exports, devices, staff and integrations. If either party becomes aware of an actual or reasonably suspected incident affecting the other's data, it must notify the other without undue delay, share what it reasonably can, and cooperate on containment and any legally required notices. Notification is not an admission of fault. Pending legal review: the contractual breach-notification period, the named incident owner, and the per-market breach notification matrix including the Notifiable Data Breaches scheme and the GDPR breach articles.

9. Market modules

Exactly one of the following attaches to an Order.

AU. The Privacy Act 1988 (Cth), the Australian Privacy Principles and the Notifiable Data Breaches scheme apply where their thresholds are met. Australian Consumer Law consumer guarantees and the unfair contract terms regime are preserved: nothing in these Terms excludes, restricts or modifies a right or remedy that cannot lawfully be excluded, and any limitation of a service remedy applies only so far as the Australian Consumer Law permits. Pending legal review: the specific Australian state or territory, its courts, auctioneer licensing and sale rules, and an unfair-contract-terms pass over the renewal, variation, suspension, termination and liability clauses by Australian counsel.

US. The Order must select a state and its courts. Pending legal review: state contract and unfair or deceptive practices law, state privacy law applicability and the business / service provider / contractor role terms, auctioneer licensing and trust-account rules, money transmission analysis for the payment flow in section 7, marketplace facilitator tax treatment, sanctions and electronic signature rules. No arbitration clause, class action waiver, jury waiver or auto-renewal term is included in this draft; each needs express approval before it appears.

EU. Where the GDPR applies, Article 28 processor terms must be executed, any independent or joint controller purposes documented, and restricted transfers supported by an adequacy decision, standard contractual clauses or another valid Chapter V basis together with any required transfer assessment. The auction house must assess EU and member-state auction, consumer, distance-selling, tax, payments, sanctions, accessibility and ePrivacy requirements affecting its bidders. Pending legal review: the member state whose law governs, the supervisory authority, member-state overlays, and whether an EU representative must be appointed.

INTL. The Order must still name a real governing law, real courts and real entities. INTL supplies no licensing, tax or privacy answer of its own, and every mandatory local right remains effective. Where bidder, auction, lot, payment, fulfilment or data-location facts point at a regime that has not been analysed, that use remains blocked pending qualified local advice.

10. Availability, changes and suspension

Auctionomy provides the support and service commitments expressly stated in the Order. Otherwise, planned maintenance, urgent security work, provider failures, beta features and pilot constraints may affect availability. Pending legal review: service level, support hours, maintenance windows and the change-notification process.

We may improve or change the Service. Where a change materially reduces purchased core functionality we will give reasonable advance notice where practicable, and a material contractual change will not apply retroactively.

We may suspend affected access where reasonably necessary to address a security threat, unlawful use, non-payment, material breach, a provider mandate, or a risk to auction integrity — with notice where practicable, limited to what is necessary, and restored once the cause is resolved. The auction house remains responsible for communicating with its bidders. A suspension does not authorise Auctionomy to decide title to a lot or to keep bidder funds.

11. Term, termination and what happens to the data

The Agreement runs for the term in the Order. Either party may terminate for an uncured material breach after Pending legal review: the cure period for a material breach, and whether it should differ by market module, or immediately where the breach cannot be cured, insolvency occurs, or continued performance would be unlawful.

On termination, access ends and unpaid amounts fall due subject to applicable law. Customer Data will be made available for export for Pending legal review: the export window and format, after which it is deleted or de-identified under the agreed retention schedule, except where law, a dispute, fraud prevention, backups or legitimate recordkeeping requires retention. Clauses that by their nature survive — accrued payment, confidentiality, intellectual property, liability and dispute provisions — continue.

12. Warranties, liability and disputes

Each party warrants it has authority to enter the Agreement. Auctionomy warrants it will provide the Service with due care and skill. Except for rights, guarantees or remedies that cannot lawfully be excluded, we do not guarantee uninterrupted operation, a particular auction result, bidder participation, a lot selling, a payment succeeding, or the auction house's own legal compliance.

Neither party is liable for indirect or consequential loss, lost profit, lost revenue, lost opportunity or loss of goodwill, except where that exclusion is unlawful. Subject to non-excludable law, each party's aggregate liability is limited to Pending legal review: the liability cap, the proposed reference period, and the carve-outs — fraud, wilful misconduct, confidentiality, privacy and security, intellectual property infringement, payment obligations, personal injury, and anything that cannot lawfully be limited.

The auction house is responsible for claims arising from its lots, catalogue, consignors, auction conduct, bidder terms, taxes, fulfilment or unlawful instructions. Pending legal review: indemnity scope, mitigation duty, control of defence and settlement consent.

Before commencing proceedings a party must give written notice describing the dispute and allow senior representatives to try in good faith to resolve it for Pending legal review: the negotiation period. That does not prevent urgent injunctive relief, debt recovery, a report to a regulator, or the exercise of a non-excludable right.

13. General

Neither party may assign the Agreement without the other's consent, not to be unreasonably withheld, except to an affiliate or in connection with a bona fide reorganisation or sale of substantially all relevant assets where the assignee can perform. Neither party is liable for delay caused by events beyond its reasonable control if it takes reasonable steps to mitigate — but that does not excuse payment already due, or the auction house's obligations to communicate with its bidders.

The Agreement is the entire agreement about the Service and may be amended only through the agreed written process. An unenforceable provision is read down or severed to the minimum extent necessary. Failure to enforce a provision is not a waiver. The parties are independent contractors; the Agreement creates no partnership, fiduciary relationship, franchise, employment relationship or — except for the limited payment agency described in section 7 — any agency.

Questions about these Terms go to legal@auctionomy.com.