MotoBidz Terms and Conditions

Terms and Conditions

MotoBidz (Pty) Ltd · motobidz.co.za

Version 1.0 · E ective Date: [TO BE INSERTED]

[FOR FINAL REVIEW BY ADMITTED SOUTH AFRICAN ATTORNEY BEFORE PUBLISHING]

Important notice to all users

Please read these Terms carefully before using MotoBidz. By creating an account, listing a vehicle, placing a bid, or otherwise using motobidz.co.za, you conﬁrm that you have read, understood and agree to be bound by these Terms and Conditions, the Privacy Policy and all other policies referenced in this pack. If you do not agree, you must not use the platform.

MotoBidz is a conduit. We provide an online introduction platform that allows private vehicle sellers to market their vehicles to veriﬁed motor dealers who may wish to bid to purchase those vehicles. MotoBidz is not a party to any sale of a vehicle. We do not own, possess, inspect, verify, value, transport, ﬁnance or warrant any vehicle, document or representation appearing on the platform. All documents and information displayed in a listing are supplied by the seller. Veriﬁcation of those documents, of the vehicle, and of the seller is the sole responsibility of the dealer who chooses to bid. By bidding, a dealer accepts that responsibility.

What this pack contains. This document sets out the full legal framework that governs the use of motobidz.co.za. It contains six interlocking components, each binding on the user identiﬁed in that component:

 Website Terms of Use — applies to every visitor and user of the platform.

 Seller Agreement — applies to every registered seller listing a vehicle.

 Dealer Agreement — applies to every registered motor dealer bidding through the platform.

 Acceptable Use Policy — applies to all users in respect of conduct on the platform.

 Refund Policy — governs the limited circumstances in which the introduction fee may be refunded as credit.

 Cookies Notice — describes the cookies and similar technologies used on the platform.

Privacy Policy — separate document. Our POPIA-compliant Privacy Policy is published as a separate document and forms part of these Terms by reference. You should read it together with this pack.

Part A — Deﬁnitions and Information About MotoBidz

A1. Information required by section 43 of the Electronic Communications and Transactions Act 25 of 2002 In accordance with section 43 of the Electronic Communications and Transactions Act 25 of 2002 (the ECT Act), the following information is made available to users:

Full legal name MotoBidz (Pty) Ltd

Trading name MotoBidz

Company registration [TO BE INSERTED] number

VAT number [TO BE INSERTED OR — NOT VAT REGISTERED]

                        Jitesh [SURNAME], duly registered with the Information Regulator

Information O icer of South Africa

Physical address [TO BE INSERTED]

Postal address [TO BE INSERTED]

Email address [TO BE INSERTED — e.g. support@motobidz.co.za]

Telephone / WhatsApp [TO BE INSERTED]

Website https://motobidz.co.za

Country of operation Republic of South Africa

Governing law The laws of the Republic of South Africa

A2. Deﬁnitions and interpretation

Capitalised terms used in these Terms have the following meanings, unless the context requires otherwise. Words importing the singular include the plural and vice versa, and any gender includes all genders. Headings are for convenience only and do not a ect interpretation. References to legislation include amendments and re-enactments.

 Account — A user account registered on the platform, whether as a Seller or a Dealer.

 Anonymous Bidding — The bidding process in which a Dealer's identity is not disclosed to other Dealers or to the public during the auction window; only the current highest bid amount is visible.

 Auction — A time-limited bidding process for a Listing, typically open for 24 to 72 hours.

 Bid — An o er by a Dealer to purchase the Vehicle in a Listing for a speciﬁed amount, made through the platform during the Auction.

 CPA — The Consumer Protection Act 68 of 2008, as amended.

 Dealer — A registered motor dealer holding a valid Motor Dealer Licence (or equivalent provincial registration) and a current CIPC registration, who has been veriﬁed by MotoBidz.  Documents — All documents uploaded by a Seller in connection with a Listing, including (without limitation) a copy of the Seller's identity document, proof of address, NATIS / vehicle registration certiﬁcate, current vehicle licence disc, service history records, bank settlement letter (where applicable), and any other document the Seller chooses to provide.

 ECT Act — The Electronic Communications and Transactions Act 25 of 2002.

 Highest Bid — The highest valid Bid placed on a Listing at the close of the Auction.

 Introduction — The release by MotoBidz to a winning Dealer of the Seller's contact details, following the Dealer's payment of the Introduction Fee.

 Introduction Fee — A ﬂat fee of R1,500 (one thousand ﬁve hundred rand), inclusive of VAT (if applicable), payable by a winning Dealer to MotoBidz upon a Seller accepting the Dealer's Bid, in consideration for the Introduction.

 Listing — A vehicle for sale advertised on the platform by a Seller, including the photographs, descriptions and Documents uploaded by that Seller.

 MotoBidz / we / us / our — MotoBidz (Pty) Ltd, the operator of the platform.

 NCA — The National Credit Act 34 of 2005.

 POPIA — The Protection of Personal Information Act 4 of 2013, as amended, together with the Regulations and codes issued under it.

 Platform — The MotoBidz website at motobidz.co.za and any related applications, sub- domains, communication channels (including SMS, WhatsApp and email) and underlying systems operated by MotoBidz.

 Seller — A natural person who lists a Vehicle for sale on the platform.

 Terms — These Terms and Conditions, together with the Seller Agreement, Dealer Agreement, Acceptable Use Policy, Refund Policy, Cookies Notice and Privacy Policy, as updated from time to time.

 User — Any person who accesses or uses the platform, including (without limitation) Sellers, Dealers and visitors.

 Vehicle — A motor vehicle as deﬁned in the National Road Tra ic Act 93 of 1996, listed for sale by a Seller through the platform.

 Winning Dealer — The Dealer whose Bid is the Highest Bid at the close of an Auction and whose Bid is accepted by the Seller.

 Writing — Includes electronic communications (such as email and in-platform messaging) and accordingly any requirement that a communication be in writing is satisﬁed by an electronic communication.

A3. The role of MotoBidz — a pure conduit and introduction platform

THE CENTRAL CHARACTERISATION OF MOTOBIDZ. MotoBidz is a conduit. We provide a Seller with the platform to market their Vehicle to veriﬁed motor dealers who may wish to bid to purchase that Vehicle. We facilitate Introductions between Sellers and Dealers. We do not buy, sell, own, possess, inspect, verify, value or warrant any Vehicle, document or representation. We are not a party to any sale that follows an Introduction, and we accept no liability for the contract of sale concluded between a Seller and a Dealer, or for any related dispute, loss, damage or liability arising from such sale. The Introduction Fee is consideration for the Introduction service rendered. It is not a commission on, and is not contingent on the completion of, any underlying sale.

A3.1 The platform operates by allowing Sellers to upload a Listing (which includes photographs, descriptions and Documents) and by allowing veriﬁed Dealers to view that Listing and submit Bids anonymously during a deﬁned Auction window. At the close of the Auction, the Seller may accept or decline the Highest Bid. If the Seller accepts, the Winning Dealer pays the Introduction Fee to MotoBidz; upon payment, MotoBidz releases the Seller's contact details to the Winning Dealer.

A3.2 All further dealings — including (without limitation) physical inspection, negotiation, ﬁnalisation of price, payment for the Vehicle, transfer of ownership, settlement of any ﬁnance balance, registration and licensing — occur directly between the Seller and the Winning Dealer, outside the platform. MotoBidz does not handle, hold or transact in any funds for the underlying sale of the Vehicle.

A3.3 MotoBidz performs no veriﬁcation of the Vehicle, of the Documents, or of the truthfulness or accuracy of any representation made by a Seller. All such veriﬁcation is the sole responsibility of the Dealer who chooses to bid. By placing a Bid, the Dealer accepts that responsibility in full.

A3.4 MotoBidz reviews Dealer registration documents for the limited administrative purpose of activating Dealer accounts on the platform (an identity and credential check based on documents submitted by the Dealer). This is not a guarantee of the Dealer's solvency, integrity, performance or ﬁtness for any purpose. Sellers should exercise their own discretion before accepting any Bid.

Part B — Website Terms of Use

This Part B applies to every User of the platform, whether as a Seller, a Dealer or a visitor. By accessing or using the platform you agree to be bound by this Part B and by all other Parts of these Terms that apply to you.

B1. Eligibility

   You must be at least 18 years of age and have the legal capacity to enter into a binding
    contract under South African law.

   If you register as a Dealer, you warrant that you are duly authorised to act on behalf of
    the dealership you represent and to bind it to these Terms.

   MotoBidz may refuse to register, may suspend, or may close any Account, in its
    reasonable discretion, where the User does not meet these eligibility requirements or
    has provided false or incomplete information.

B2. Account registration and security

   You must provide accurate, current and complete information at registration and must
    keep that information updated.

 You are responsible for safeguarding your login credentials, for any one-time passwords sent to you, and for all activity that occurs under your Account.

 You must notify MotoBidz immediately of any unauthorised use of your Account or any other breach of security.

 MotoBidz is not liable for any loss arising from your failure to keep your credentials secure or from any unauthorised access not caused by MotoBidz's fault.

B3. Permitted use of the platform

 You may use the platform only for the lawful purposes set out in these Terms and in the Acceptable Use Policy.

 You must not use the platform for any commercial purpose other than that for which it is o ered (i.e. listing a Vehicle as a private Seller or bidding as a veriﬁed Dealer).

 You must not extract, scrape, copy, mirror, frame or otherwise reproduce any content on the platform other than your own content, except as expressly permitted in writing by MotoBidz.

B4. MotoBidz's role — no veriﬁcation, no warranty

DISPLAY, NOT VERIFY. Documents and information shown on a Listing are supplied by the Seller. MotoBidz makes no representation as to their authenticity, accuracy, currency, completeness or legal e ect. MotoBidz does not verify Vehicles, Documents, identities, mileage, service history, condition, ownership, ﬁnance position, accident history, theft status or any other matter. Veriﬁcation is the sole responsibility of the Dealer who bids. Sellers should also exercise care before accepting any Bid.

Without limiting the generality of the above, MotoBidz expressly does not warrant any of the following:

 That any Vehicle is roadworthy, free of latent defects, accident-free, or ﬁt for any particular purpose.

 That the mileage, year-model, accident history, service history or condition described in a Listing is true or accurate.

 That any document uploaded by a Seller (including any identity document, NATIS, settlement letter, proof of address or licence disc) is genuine, current, unaltered, or pertains to the Vehicle or person it purports to relate to.

 That the Seller is the lawful owner of the Vehicle or is otherwise entitled to sell it.

 That the Vehicle is free of any encumbrance, lien, ﬁnance, hire-purchase agreement or other third-party interest.

 That any Dealer will complete a purchase, pay the agreed price, or honour any communication or undertaking made o -platform.

 That the platform will be uninterrupted, error-free, free of viruses or malicious code, or available at all times.

B5. No liability for the underlying sale B5.1 MotoBidz is not a party to any contract of sale concluded between a Seller and a Dealer. MotoBidz does not draft, witness, sign, approve or hold any sale agreement, and accepts no liability for the conclusion, terms, performance, breach, cancellation or consequences of any such sale.

B5.2 Any dispute about the Vehicle, the price, the documents, the transfer of ownership, the settlement of ﬁnance, defects, misrepresentations, or anything else arising from the sale, is exclusively between the Seller and the Dealer. MotoBidz has no obligation to mediate, arbitrate, refund or otherwise become involved in any such dispute, although MotoBidz may, in its sole discretion, assist with information requests as permitted by law.

B6. Intellectual property and licence to MotoBidz

   All software, design, branding, trade marks, text, graphics, layouts and other content on
    the platform (other than User-uploaded content) are the property of MotoBidz or its
    licensors and are protected by South African and international intellectual property
    laws.

   You retain ownership of content you upload (photographs, descriptions, Documents). By
    uploading content, you grant MotoBidz a non-exclusive, royalty-free, world-wide,
    transferable licence to host, display, reproduce and distribute that content on the
    platform and in related communications, for the purpose of operating the platform,
    marketing your Listing, and complying with legal obligations.

   The licence terminates when you delete your Account, except (a) where MotoBidz is
    required to retain the content to comply with law or to defend a claim, and (b) for
    cached or backup copies pending routine deletion.

   You warrant that you have the right to grant the licence in this clause and that the
    content you upload does not infringe any third party's rights.

B7. Limitation of liability

LIMITATION OF LIABILITY — PLEASE READ CAREFULLY. This clause limits or excludes MotoBidz's liability and the liability of its directors, employees and agents. It is a material term of these Terms. Where the law (including the Consumer Protection Act) does not permit a particular exclusion or limitation, the exclusion or limitation applies only to the extent permitted by law.

B7.1 Subject to applicable law, MotoBidz, its directors, employees, contractors and agents will not be liable to any User for any indirect, consequential, incidental, special, exemplary or punitive loss or damages, including (without limitation) loss of proﬁt, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of data, or pure economic loss, however arising, whether in contract, delict (tort), under statute or otherwise, and whether or not such loss was foreseeable.

B7.2 Without limiting B7.1, MotoBidz will not be liable for any loss or damage arising from or in connection with: (a) the act or omission of any Seller or Dealer; (b) the condition, ownership, history or roadworthiness of any Vehicle; (c) the authenticity or accuracy of any Document or representation made by a Seller; (d) the conduct of any sale concluded between a Seller and a Dealer; (e) any unauthorised access to, or alteration of, your transmissions or data; (f) any delay, interruption, error or unavailability of the platform; (g) any virus or malicious code received by you in connection with the platform; or (h) any reliance you place on information displayed on the platform.

B7.3 To the extent that MotoBidz is found liable to any User notwithstanding the above, MotoBidz's total aggregate liability to that User in respect of all claims arising in any 12-month period will not exceed an amount equal to: (a) in the case of a Seller, R1,500; and (b) in the case of a Dealer, the total Introduction Fees actually paid by that Dealer to MotoBidz in the 12 months preceding the event giving rise to the claim, or R5,000, whichever is the greater. This cap reﬂects the limited consideration received by MotoBidz and the User's responsibility to conduct its own due diligence.

B7.4 Nothing in these Terms excludes or limits liability that may not lawfully be excluded or limited under the Consumer Protection Act, the National Credit Act, POPIA or any other applicable law. In particular, MotoBidz does not exclude liability for fraud, gross negligence or wilful misconduct on its part.

B8. Indemnity by User

B8.1 You indemnify MotoBidz, its directors, employees, contractors and agents against all losses, damages, claims, ﬁnes, penalties, costs (including legal costs on an attorney-and-own- client basis) and expenses su ered or incurred by them arising from or in connection with:

 Your breach of these Terms or any policy referenced in them.

 Any content you upload to the platform, including any claim that the content is unlawful, infringing, defamatory, inaccurate, misleading or fraudulent.

 Any document you upload that proves not to be genuine, current or relating to you or to the Vehicle.

 Any sale or attempted sale of a Vehicle resulting from an Introduction, including any dispute between Seller and Dealer.

 Any breach by you of applicable law, including the CPA, POPIA, the ECT Act, the NCA, the National Road Tra ic Act, and any tax legislation.

B8.2 The indemnity in B8.1 is given subject to the fairness requirements of the Consumer Protection Act where the User is a natural person, and is otherwise enforceable to the fullest extent permitted by law.

B9. Suspension, termination and content removal

 MotoBidz may suspend or close any Account, and may remove any Listing or content, where MotoBidz reasonably believes that: (a) the User has breached these Terms or any policy; (b) the content is unlawful, fraudulent, misleading or in breach of any third party's rights; (c) the User's continued use of the platform poses a risk to other Users or to MotoBidz; or (d) suspension is required by law or by a regulatory authority.

 Save where immediate suspension is necessary, MotoBidz will give the User reasonable notice of suspension or closure and provide a reason.

 A User whose Account is suspended or closed may make written representations to MotoBidz within 14 days. MotoBidz will consider those representations in good faith and respond within a reasonable time.  Closure of an Account does not a ect any rights or obligations that have accrued before closure, including any obligation to pay any outstanding Introduction Fee.

B10. Anti-circumvention

B10.1 Users must not use the platform to identify a counterparty and then deliberately transact o -platform to avoid the Introduction Fee. Examples of prohibited conduct include: a Dealer contacting a Seller o -platform after viewing a Listing without paying the Introduction Fee; a Seller delisting a Vehicle in order to sell it directly to a Dealer it identiﬁed via the platform; or coordinated declines designed to move the transaction o -platform.

B10.2 Where MotoBidz reasonably suspects circumvention, it may suspend the relevant Accounts, refuse future use of the platform, and (in the case of a Dealer) recover the Introduction Fee as a debt due, together with reasonable costs of investigation and recovery. This does not limit any other remedy MotoBidz may have.

B11. Platform availability and force majeure

   The platform is provided on an "as is" and "as available" basis. MotoBidz does not
    warrant uninterrupted availability.

   MotoBidz may perform scheduled maintenance and may make changes to the platform
    without prior notice.

   MotoBidz is not liable for any failure or delay in performance caused by events beyond
    its reasonable control, including (without limitation) load-shedding, internet or
    telecommunications outages, acts of state, civil unrest, pandemic, ﬁre, ﬂood, act of
    God, third-party provider failure (including PayFast, SMS or email providers), or cyber-
    attack. Where an Auction is materially a ected by such an event, MotoBidz may in its
    discretion extend, suspend or cancel the Auction.

B12. Electronic communications and notices

   You consent to receive communications from MotoBidz by email, SMS, WhatsApp and
    in-platform notiﬁcation.

   Any notice given by MotoBidz is deemed received: (a) by email — on the day of dispatch
    if sent before 17h00 on a business day, otherwise on the next business day; (b) by SMS
    or WhatsApp — on dispatch; (c) by in-platform notiﬁcation — when the notiﬁcation is
    generated.

   Any notice to MotoBidz must be sent to the email address in clause A1 and is e ective
    on actual receipt.

B13. Changes to these Terms

   MotoBidz may amend these Terms from time to time. Material amendments will be
    notiﬁed to Users by email and by an on-platform banner at least 14 days before they
    take e ect.

   Continued use of the platform after an amendment takes e ect constitutes acceptance
    of the amended Terms. A User who does not accept an amendment may close its
    Account before the e ective date.

B14. Dispute resolution

   If a User has a dispute with MotoBidz, the User must ﬁrst raise the dispute in writing to
    MotoBidz's support channel. MotoBidz will respond within 7 business days.

   If the dispute is not resolved within a further 14 days, either party may refer the dispute
    to mediation administered by a mediator agreed between the parties (and failing
    agreement, appointed by the Chair of the Arbitration Foundation of Southern Africa).

   If mediation does not resolve the dispute within 30 days of referral, either party may refer
    the dispute to arbitration under the rules of the Arbitration Foundation of Southern
    Africa (AFSA), or, at its election, to the South African courts in accordance with clause
    B15. Disputes involving a natural-person Seller remain subject to the Seller's rights
    under the CPA.

B15. Choice of law and jurisdiction

   These Terms are governed by the laws of the Republic of South Africa.

   Subject to clause B14, the parties consent to the non-exclusive jurisdiction of the
    Magistrate's Court having jurisdiction over the User, notwithstanding that the amount in
    dispute may exceed the monetary jurisdiction of that court. MotoBidz may, at its
    election, institute proceedings in the High Court.

B16. General

   Severability — if any provision of these Terms is held to be unenforceable, the
    remaining provisions remain in full force and e ect, and the unenforceable provision is
    to be read down to the extent necessary to make it enforceable.

   No waiver — no failure or delay by MotoBidz in exercising any right is a waiver of that
    right.

   Whole agreement — these Terms (together with the policies they refer to) constitute the
    whole agreement between you and MotoBidz.

   Assignment — you may not assign or transfer your rights under these Terms without
    MotoBidz's prior written consent. MotoBidz may assign or transfer its rights and
    obligations on reasonable notice to you.

   Independent contractors — nothing in these Terms creates any agency, partnership,
    joint venture or employment relationship between MotoBidz and any User.

Part C — Seller Agreement

This Seller Agreement applies between MotoBidz and every Seller who registers on the platform. By registering as a Seller and by submitting a Listing, you agree to this Part C in addition to Part B (Terms of Use), the Acceptable Use Policy, the Refund Policy, the Cookies Notice and the Privacy Policy.

C1. The free service to Sellers  MotoBidz provides the platform to Sellers free of charge. There is no listing fee, no auction fee, no fee to accept or to decline a Bid, no commission on the sale of the Vehicle, and no recurring or subscription fee.

 Sellers are under no obligation to accept any Bid. A Seller may decline the Highest Bid for any reason, and may relist the Vehicle thereafter.

C2. Information and documents collected from Sellers and displayed to Dealers

DOCUMENTS SHARED WITH DEALERS. When you list a Vehicle, you upload supporting documents. These documents are made available to veriﬁed Dealers viewing your Listing so that they can decide whether to bid. MotoBidz does not verify any of these documents. By submitting them, you authorise MotoBidz to display them to Dealers for the purpose of the auction.

C2.1 The Seller will be required to provide and authorises MotoBidz to display to veriﬁed Dealers the following, to the extent applicable to the Vehicle being listed:

 A copy of the Seller's identity document.

 The Seller's cellphone number(s) and email address(es) (for platform communication; not displayed in the Listing until after an Introduction).

 The Vehicle's NATIS / vehicle registration certiﬁcate.

 A photograph or scan of the Vehicle's current licence disc.

 Photographs of the Vehicle's service history records.

 A bank settlement letter, where the Vehicle is subject to outstanding ﬁnance.

 Proof of the Seller's residential address.

 Any additional document the Seller chooses to upload to support the Listing.

C2.2 MotoBidz does not verify the validity, authenticity or currency of any of these documents. Veriﬁcation is the sole responsibility of the Dealer who chooses to bid. The Seller accepts that the Dealer may decline to bid, or may withdraw from negotiations after the Auction, if the Dealer is not satisﬁed with the documents on its own due diligence.

C2.3 The Seller's contact details (cellphone number and email address) are not displayed in the Listing during the Auction and are not visible to Dealers viewing the Listing. They are released to the Winning Dealer only after that Dealer has paid the Introduction Fee in full. Other Documents (ID copy, NATIS, licence disc, service history, settlement letter, proof of address) ARE visible to veriﬁed Dealers viewing the Listing so that they can conduct their due diligence before bidding.

C3. Seller declarations and warranties

By submitting a Listing, the Seller declares and warrants to MotoBidz, and (because the Listing is made available to veriﬁed Dealers) to each Dealer, that:

 The Seller is the lawful owner of the Vehicle, or — where the Vehicle is subject to outstanding ﬁnance — the Seller is the registered title holder and has accurately disclosed the ﬁnance position by uploading the current bank settlement letter.

 The Seller is authorised in law to sell the Vehicle.  The Vehicle is not reported stolen, not subject to any active SAPS investigation or impoundment, and (to the best of the Seller's knowledge) not encumbered by any third- party interest other than disclosed ﬁnance.

 All information provided in the Listing, including (without limitation) make, model, year, mileage, condition, service history, accident history and any disclosures, is true, complete and not misleading to the best of the Seller's knowledge.

 All Documents uploaded by the Seller are authentic, current and pertain to the Seller and the Vehicle.

 The Seller has the right to upload any photograph or other content included in the Listing, and the upload does not infringe any third party's rights.

 The Seller is at least 18 years of age, has the capacity to contract, and is acting in their personal capacity (not in the course of carrying on a business of dealing in motor vehicles).

 The Seller will not list the same Vehicle on more than one auction platform at the same time without disclosing this in the Listing.

C4. Acknowledgement of MotoBidz's role

 The Seller acknowledges that MotoBidz is an introduction service and is not a party to the sale of the Vehicle.

 The Seller acknowledges that MotoBidz does not verify the Dealer's solvency or ﬁtness to purchase, and that any administrative veriﬁcation of Dealer documents by MotoBidz is not a recommendation, guarantee or endorsement.

 The Seller acknowledges that once a Dealer has paid the Introduction Fee and received the Seller's contact details, the contractual sale of the Vehicle is between the Seller and the Dealer. Any negotiation, payment, transfer of ownership, settlement of ﬁnance, registration, dispute or claim arising from the sale is between the Seller and the Dealer.

 The Seller acknowledges and consents to MotoBidz displaying the Seller's uploaded Documents and the personal information they contain to veriﬁed Dealers viewing the Listing, for the purpose of Dealer due diligence prior to bidding. This consent is given for the purposes of POPIA and is recorded in the Privacy Policy.

C5. The auction process and acceptance

 Each Listing is open to bidding for a deﬁned Auction window (typically 24 to 72 hours), as displayed in the Listing.

 Bids are placed anonymously. The Seller sees only the bid amounts and (after the close) summary information about the Winning Dealer's province; the Winning Dealer's identity is released only after payment of the Introduction Fee.

 At the close of the Auction, the Seller has [24] hours to accept or decline the Highest Bid. If the Seller does not act within that window, the Bid lapses and MotoBidz may relist the Vehicle on request.  Acceptance of a Bid is an instruction to MotoBidz to invoice the Winning Dealer for the Introduction Fee and to release the Seller's contact details to that Dealer upon payment.

 Acceptance of a Bid by the Seller does not, of itself, conclude a contract of sale between the Seller and the Dealer. The contract of sale will be concluded directly between the Seller and the Dealer outside the platform.

C6. O -platform conduct and circumvention

 The Seller agrees not to share, by means of the Listing or any in-platform message, any contact information (telephone numbers, email addresses, WhatsApp handles, social media handles) intended to allow Dealers to contact the Seller o -platform during the Auction.

 If the Seller delists a Vehicle in order to sell it directly to a Dealer that the Seller identiﬁed through the platform, the Seller will be regarded as having attempted circumvention. MotoBidz may suspend the Seller's Account in such circumstances.

C7. Indemnity from Seller to MotoBidz and Dealer

C7.1 The Seller indemniﬁes MotoBidz against any claim, loss, damage, ﬁne, penalty or cost (including reasonable legal costs) su ered or incurred by MotoBidz arising from any breach by the Seller of the declarations and warranties in clause C3, or from any inaccuracy or untruth in the Listing or in any Document uploaded by the Seller. This indemnity is given subject to the fairness limits imposed by the Consumer Protection Act for natural persons and is enforceable to the fullest extent permitted by law.

C7.2 The Seller acknowledges that the Dealer is entitled to rely on the declarations in clause C3 and on the Documents uploaded by the Seller, and that the Dealer may pursue the Seller directly for any breach of those declarations or any forgery, alteration or misrepresentation in those Documents. MotoBidz has no liability in respect of any such claim.

C8. Termination of Seller Account

 The Seller may close their Account at any time on request to MotoBidz, except that closure does not a ect any rights or obligations that have already accrued (including an obligation to honour acceptance of a Bid).

 MotoBidz may suspend or close a Seller Account in accordance with clause B9, or where the Seller breaches clause C3, C6 or any other material clause of these Terms.

Part D — Dealer Agreement

This Dealer Agreement applies between MotoBidz and every Dealer who registers on the platform. By registering as a Dealer and by placing a Bid, you agree to this Part D in addition to Part B (Terms of Use), the Acceptable Use Policy, the Refund Policy, the Cookies Notice and the Privacy Policy. Dealers are commercial counterparties, not consumers under the Consumer Protection Act in most cases, and this Part D is drafted accordingly.

D1. Dealer eligibility and veriﬁcation documents D1.1 A Dealer applying to register must provide to MotoBidz, for the purposes of administrative veriﬁcation, the following documents and information:

 The dealership's current Motor Dealer Licence (MDL) number issued by the relevant provincial authority.

 The dealership's CIPC registration documents (including the latest CoR 14.3 / CIPC Disclosure Certiﬁcate).

 A copy of the identity document of each director or member of the dealership.

 A copy of the identity document of the authorised appointed bidder (the natural person authorised to bid on the dealership's behalf).

 The contact telephone numbers and email addresses of each director and the authorised bidder.

 Proof of the dealership's business address (e.g. municipal utility account, lease agreement or bank conﬁrmation, not older than 3 months).

 Such further information as MotoBidz may reasonably require to satisfy itself as to the Dealer's identity and standing.

D1.2 MotoBidz's review of these documents is for the limited administrative purpose of activating the Dealer's Account on the platform. It is not a guarantee of the Dealer's solvency, trading history, business practices or future conduct. MotoBidz does not undertake a regulatory check, credit check, or ﬁnancial ﬁtness assessment of any Dealer.

D1.3 The Dealer warrants on registration, and on each occasion that it places a Bid, that all information and documents it has supplied to MotoBidz are true, accurate and current; that the dealership holds a valid and current Motor Dealer Licence and CIPC registration; and that the natural person placing the Bid is duly authorised to do so on the dealership's behalf and to bind the dealership to these Terms.

 The Dealer must inform MotoBidz immediately in writing of any change in any director, in the authorised bidder, in the dealership's address, in its CIPC standing, or in the status of its Motor Dealer Licence.

 MotoBidz may require annual re-veriﬁcation of all Dealer documents. Failure to re-verify on request is grounds for suspension.

D2. The Dealer's due-diligence responsibility — clear and unconditional

THE DEALER IS RESPONSIBLE FOR ALL VERIFICATION. MotoBidz is an introduction platform, not a veriﬁer. Documents and information shown in a Listing are supplied by the Seller. MotoBidz makes no representation as to their authenticity, accuracy, currency or completeness. The Dealer is solely responsible for conducting its own due diligence on the Vehicle, on the Seller, and on every document, before placing any Bid and before completing any purchase. By placing a Bid, the Dealer warrants to MotoBidz that it has had a fair opportunity to inspect the Listing and the Documents on which it bids, and that its Bid reﬂects its own commercial assessment.

D2.1 Without limiting D2, the Dealer's due-diligence responsibility includes (without limitation) the following:  Physical inspection of the Vehicle before completing the purchase.

 VIN and engine-number veriﬁcation against the NATIS document and against the SAPS / eNaTIS records.

 Conﬁrmation of any outstanding ﬁnance interest in the Vehicle, including veriﬁcation of the bank settlement letter with the issuing ﬁnancial institution.

 Veriﬁcation of accident, theft and write-o history through an independent service of the Dealer's choice.

 Veriﬁcation of the Seller's identity against the identity document provided, including in- person veriﬁcation at the time of the inspection or sale.

 Conﬁrmation that the Seller is the legal owner or authorised seller of the Vehicle.

 Conﬁrmation that the licence disc and other regulatory documents are current.

 Independent valuation of the Vehicle's market price and roadworthiness.

D2.2 The Dealer warrants that it has the skill, experience and resources of a professional motor dealer to perform the due diligence in D2.1, and that it does perform that due diligence on every Vehicle it intends to purchase. The Dealer must not rely on MotoBidz for any veriﬁcation function.

D2.3 The Dealer accepts that if any document or representation made by the Seller proves to be untrue, the Dealer's recourse is against the Seller, not against MotoBidz. MotoBidz has no liability in respect of any such issue.

D3. Anonymous bidding rules

 Bids are placed through the platform's bidding interface only. Bids made by any other means are not valid.

 Bids are placed anonymously: no Dealer ever sees the identity of another Dealer or another Dealer's Bid amount. The platform displays only the current highest Bid.

 Each Bid is binding on the Dealer at the moment it is submitted. A Bid cannot be withdrawn once submitted.

 Bids must be in whole rand and at or above the minimum increment displayed by the platform (currently R5,000 above the previous high, subject to change).

 The Dealer may not collude with any other Dealer in respect of bidding. Any conduct that the Competition Commission would regard as collusion or bid-rigging is a material breach and may be reported by MotoBidz to the relevant authority.

 The Dealer may not bid using more than one Account, or in any way that obscures the dealership behind the Bid.

D4. The Introduction Fee — payable on Seller acceptance

D4.1 On acceptance by a Seller of the Dealer's Highest Bid, MotoBidz will issue an electronic invoice to the Winning Dealer for the Introduction Fee of R1,500 (one thousand ﬁve hundred rand). The Introduction Fee is consideration for the introduction service rendered by MotoBidz, namely the release of the Seller's contact details to the Winning Dealer. The Introduction Fee is not a commission on any sale and is not contingent on the completion or success of any subsequent sale of the Vehicle.

D4.2 The Introduction Fee must be paid by the Winning Dealer via PayFast (or such other payment method as MotoBidz makes available from time to time) within 48 hours of the invoice. Time is of the essence in respect of this obligation.

D4.3 Failure to pay the Introduction Fee within 48 hours is a material breach of this Agreement. MotoBidz may, in its sole discretion: (a) re-o er the Listing to the next-highest bidder at the next- highest Bid amount; (b) suspend the defaulting Dealer's Account; and (c) recover the Introduction Fee as a debt due, together with interest at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975 and reasonable costs of collection (including legal costs on an attorney-and-client basis).

D4.4 On payment of the Introduction Fee, MotoBidz will release the Seller's contact details (cellphone number and email address) to the Winning Dealer. Once released, the Dealer is responsible for contacting the Seller in a businesslike manner and conducting its further due diligence and negotiation directly with the Seller.

D4.5 Refunds of the Introduction Fee are governed by the Refund Policy. The default position is that the Introduction Fee is non-refundable; any approved refund is granted as platform credit only and is applied to a future Introduction Fee.

D5. Dealer's conﬁdentiality and POPIA obligations

D5.1 The Documents and Seller information made available to the Dealer through the platform contain personal information protected by POPIA. The Dealer is a separate Responsible Party in respect of any personal information it processes after it has received it. The Dealer warrants that:

   It will use the Seller's personal information solely for the purpose of evaluating,
    negotiating and completing the purchase of the Vehicle.

   It will not share the Seller's personal information with any third party other than its
    professional advisers and (where required) the registering authority for the purpose of
    the sale.

   It will not use the Seller's personal information for marketing or for any unrelated
    purpose.

   It will store the Seller's personal information securely and destroy it once it is no longer
    required for the purpose for which it was received, subject to any retention obligation
    under applicable law.

   It will comply with POPIA in all of its dealings with the Seller's personal information.

D5.2 Breach of clause D5.1 is a material breach. MotoBidz may suspend or close the Dealer's Account and may report the breach to the Information Regulator and to the Seller. The Dealer indemniﬁes MotoBidz against any claim, ﬁne, penalty or loss arising from the Dealer's breach of POPIA in respect of any Seller information.

D6. Anti-circumvention — Dealer speciﬁc D6.1 The Dealer must not, directly or through any related party, contact any Seller o -platform during the Auction. The Dealer must not encourage a Seller to delist a Vehicle and to sell privately, or to decline a Bid and accept an o -platform o er.

D6.2 The Dealer must not retain Seller contact details for the purpose of approaching the Seller in future without going through a new MotoBidz auction, and must not use any contact information accessed through the platform to solicit private sales outside the platform.

D6.3 Breach of clauses D6.1 or D6.2 is a material breach. In addition to any other remedy, MotoBidz may suspend or close the Dealer's Account, may impose a permanent ban from the platform, and may recover the Introduction Fee as a debt due in respect of any o -platform sale arising from the platform Introduction (and any reasonable costs of investigation).

D7. Dealer's relationship with the Seller

   The contractual sale of the Vehicle is between the Dealer and the Seller. MotoBidz is not
    a party to that sale and accepts no liability for it.

   The Dealer is responsible for drawing or agreeing the sale agreement, for arranging
    payment to the Seller, for settling any outstanding ﬁnance with the bank concerned, for
    arranging the transfer of ownership, and for complying with all regulatory and tax
    obligations associated with the sale.

   Any dispute arising from the sale is to be resolved directly between the Dealer and the
    Seller. MotoBidz is under no obligation to mediate or arbitrate.

   The Dealer indemniﬁes MotoBidz against any claim brought by a Seller (or by any third
    party) arising from the Dealer's conduct of the sale, including any breach by the Dealer
    of POPIA, the CPA, the NCA, the National Road Tra ic Act or any other applicable law.

D8. Suspension, termination and reveriﬁcation

   MotoBidz may suspend or close a Dealer's Account in accordance with clause B9, and
    in particular where: (a) the Dealer's Motor Dealer Licence has expired, has been
    cancelled or is no longer in good standing; (b) the Dealer's CIPC standing is impaired; (c)
    the Dealer has breached any material clause of this Part D; (d) the Dealer has acted in a
    manner that brings the platform into disrepute; or (e) the Dealer fails to pay any
    Introduction Fee on time.

   The Dealer must promptly notify MotoBidz of any material change in its standing,
    licence or directorship.

D9. Limitation of liability — Dealer speciﬁc

D9.1 As between MotoBidz and a Dealer, the limitation of liability in clause B7 applies, except that the aggregate liability cap referred to in B7.3(b) (the greater of total Introduction Fees paid in the relevant 12-month period or R5,000) applies in respect of all claims by the Dealer.

D9.2 Without limiting D9.1, MotoBidz expressly disclaims any liability to the Dealer for: (a) the truth or accuracy of any information in a Listing; (b) the authenticity of any Document supplied by a Seller; (c) the condition, ownership, ﬁnance status, history or roadworthiness of any Vehicle; (d) the outcome of any sale; or (e) any conduct of any Seller, including any misrepresentation, fraud or breach by a Seller. The Dealer accepts that its sole recourse in respect of any such matter is against the Seller. Part H — Execution and Version Control

H1. Acceptance

These Terms are accepted electronically. By clicking "I accept" on registration, by submitting a Listing, by placing a Bid, or by paying an Introduction Fee, the User conﬁrms acceptance of the Terms in force at that time. In terms of section 11 of the ECT Act, this electronic acceptance has the same legal e ect as a signed written agreement.

H2. Versioning

Version E ective date Summary of changes

1.0 [TO BE INSERTED] Initial publication.

H3. Contacting MotoBidz

Any User wishing to contact MotoBidz in relation to these Terms should write to the email or postal address set out in clause A1. All notices must be in writing.

LEGAL REVIEW NOTE. This pack has been drafted to reﬂect the operational facts of MotoBidz as a pure conduit / introduction platform. It must be reviewed and signed o by an admitted South African attorney before being published on the live site. Items marked [TO BE INSERTED] (registration number, addresses, contact details, e ective date) must be completed before publication.

MotoBidz (Pty) Ltd · motobidz.co.za