Seller Agreement

1. Parties and scope

This Seller Agreement ("Agreement") is between KEYGEN AUTOMOTIVE LIMITED, a company registered in England and Wales under company number 16638233 ("we", "us", "Keygen Automotive"), and you, the registered user who applies to open or operates a shop on the Marketplace ("you", "the Seller").

It applies in addition to our Terms of Service and Marketplace Terms. By submitting a seller application or by listing any product, you accept this Agreement.

2. Eligibility and application

• You must be at least 18 years old and have legal capacity to contract; or be authorised to represent a legal entity that meets that requirement.
• You must hold an active, verified Keygen Automotive account.
• Your account must satisfy the platform's seller eligibility criteria at the time of application, currently: an active Professional or Enterprise subscription, a minimum reputation score, and a minimum account age. The current thresholds are visible in your dashboard and may be revised from time to time.
• You must submit a written application describing the business, the products you intend to sell, and your country of registration. We may approve, reject, request more information, or ask for proof of professional qualifications at our discretion.
• You are responsible for ensuring you have all licences, registrations and trade qualifications required by the law of your country of residence to sell the items you list.

3. Shop status and subscription

• Listings are visible to Buyers only while your shop is in status active and the underlying subscription is active.
• If your subscription becomes past due or cancelled, your shop enters a grace period (currently 7 days) during which listings remain visible but a "renewal pending" badge is shown.
• After the grace period your products are automatically set to expired: new sales and new downloads to new buyers are blocked.
• While in the lapsed/expired state your forum reputation may be reduced periodically until the subscription is reinstated, as documented in our marketplace rules. We will not impose such penalties retroactively for periods before the lapse was detected.
• You may close your shop at any time from the seller dashboard; orders already placed must still be honoured.

4. Stripe Connect and payouts

To receive payouts you must complete onboarding with Stripe Payments UK Ltd ("Stripe") via Stripe Connect Express. Onboarding includes identity verification (KYC), tax-residency and bank-account information. You must comply with the Stripe Connected Account Agreement in addition to this Agreement.

• Until payouts enabled is true on your Stripe-connected account, any settlement is held by Stripe on your behalf. We do not custody funds outside Stripe.
• Payouts are sent to your bank account on Stripe's schedule (typically daily or weekly, subject to country-specific holds).
• You authorise Stripe and Keygen Automotive Limited to deduct from your balance: the platform commission, refunds you have agreed to, refunds we determine on dispute, chargeback losses, and any Stripe-level fees, fines or reserves.
• If your Stripe account is suspended by Stripe, your listings will also be suspended on the Marketplace until Stripe restores it.

5. Commission and fees

• Platform commission: currently 20% of the order subtotal (excluding taxes and Stripe processing fees). The current rate is published in your seller dashboard. We will give at least 30 days' notice before increasing the rate.
• Stripe processing fees apply per Stripe's published schedule and are charged on the gross order amount. They are deducted from the seller's net payout, not from the platform commission.
• No listing fees. Drafts and unpublished listings are free.
• Refunds & chargebacks: when a refund is issued, the platform commission attributable to that refund is also returned to the Buyer; we may reverse the corresponding commission on our books. Chargeback fees imposed by Stripe are passed on to the Seller.

6. Listings, intellectual property and content

• You retain ownership of the intellectual property you upload (images, descriptions, downloadable files). You grant Keygen Automotive Limited a non-exclusive, royalty-free, worldwide licence to host, display, transmit, and reproduce your content as necessary to operate the Marketplace, fulfil orders, run moderation, and provide promotional excerpts (catalog, featured, search).
• You warrant that you own or have all necessary rights to the content you upload and that it does not infringe any third party's IP, privacy, or contractual rights.
• Listings must be accurate, complete, and not misleading. Prices, taxes, included files, delivery method and any limitations (download caps, expiry windows) must be clearly stated.
• You may not list the same product under multiple shops, manipulate search rankings, or use bot/click activity to inflate counters.
• We may hide, edit, suspend, or remove listings that breach this Agreement, the law, or our moderation policy. Where time permits, we will notify you first and give an opportunity to correct.

7. Prohibited products and conduct

You may not list, sell or facilitate:

• Items, services or information that enable vehicle theft, unauthorised access to vehicles a Buyer does not own, or evasion of anti-theft / homologation controls in jurisdictions where this is unlawful.
• Mileage manipulation services targeting consumers, or any tooling sold for that primary purpose.
• Stolen, leaked, or proprietary OEM data (e.g. dumps, firmware, calculator outputs) where you do not hold a licence or other lawful right to distribute.
• Malware, spyware, keyloggers, or any code intended to compromise third-party systems.
• Counterfeit branded tooling.
• Sanctioned-jurisdiction transactions in violation of UK, EU or US sanctions law.
• Content otherwise prohibited by the Stripe Restricted Business list.

You agree not to circumvent the platform by inviting Buyers to pay outside Stripe (cash, crypto, off-platform transfer) for items you discovered through the Marketplace. Doing so is grounds for permanent suspension.

8. Delivery obligations

• For instant download listings you must keep download files accurate and operational. Broken or missing files will result in mandatory refunds.
• For manual delivery you must contact the Buyer within the stated timeframe (default 48 hours).
• For service calls / consultations you must confirm a slot within the stated timeframe.
• Each download grant has a maximum number of downloads and an optional expiry window. You may configure these per listing within platform limits. You may not use a too-low cap to deny legitimate access after payment.
• If you cannot fulfil an order (out of stock, listing error, vehicle compatibility mismatch you missed), notify the Buyer and refund within 7 days.

9. Refunds, disputes and chargebacks

• Buyers are entitled to a refund where:
  • The item was not delivered within a reasonable time of payment.
  • The delivered file is corrupted, materially different from the description, or unsuitable for the vehicle / scenario clearly stated in the listing.
  • The Buyer can show legal entitlement to a refund under mandatory consumer law.
• You should attempt to resolve refund requests with the Buyer directly within 7 days of the request.
• If no resolution is reached, Keygen Automotive Limited may mediate. Our decision binds the commercial relationship for the purposes of the Marketplace and we may issue full or partial refunds from your pending or settled payouts.
• Chargebacks raised through the Buyer's bank are managed by Stripe. You must promptly provide evidence on request. Chargeback losses are deducted from your balance.
• Repeated, unaddressed disputes (dispute rate above industry norms) may result in suspension.

10. Tax and invoicing

• You are responsible for determining, collecting (where applicable), declaring and paying all taxes on your sales — including VAT, sales tax, GST, income tax — in the jurisdictions where you, your buyers, or your supplies are subject to tax.
• Your listing prices may be stated inclusive or exclusive of VAT/sales tax. The "VAT exclusive" indicator on a listing must be accurate.
• Where required, you must issue an invoice to the Buyer in line with the rules of your country of registration.
• We may provide aggregate sales reports to assist your bookkeeping but those reports do not constitute tax advice.
• For digital services to EU consumers, the OSS (One Stop Shop) thresholds may apply; sellers established outside the EU should review IOSS and equivalent regimes.

11. Buyer data and communication

• For each order you receive limited Buyer data needed to fulfil it (display name, email-redirect address, order details). You must use that data only to fulfil and support the order.
• You may not export, resell, or contact Buyers for unrelated marketing without their separate opt-in.
• You must keep order records for the period required by your tax authority.
• You will comply with applicable data-protection law (in particular, the UK GDPR and the EU GDPR). You are an independent data controller for the personal data you process about your Buyers.

12. Suspension, expiry and termination

• We may suspend or terminate your shop with immediate effect for: breach of this Agreement, breach of law, repeated unresolved disputes, Stripe suspension, security risk, or fraud indicators. Where time permits, we will give written notice and an opportunity to remedy.
• On termination: your listings are hidden, any pending payouts continue to settle via Stripe as required, and download grants already issued to paying Buyers remain valid where required by law.
• You may terminate this Agreement at any time by closing your shop in the seller dashboard. Orders placed before termination must still be honoured.
• Sections 6 (IP), 9 (refunds), 10 (tax), 13 (liability) and 14 (law) survive termination.

13. Indemnity and liability

You agree to indemnify and hold harmless Keygen Automotive Limited, its directors, employees and contractors from any claim, damage, fine or expense (including reasonable legal fees) arising out of: (a) your listings; (b) your sales; (c) your breach of this Agreement; (d) your breach of any law (including consumer protection, IP, tax, sanctions, data protection); (e) any claim by a Buyer relating to a product or service you provided.

To the maximum extent permitted by law our aggregate liability to you for any claim arising out of or relating to the Marketplace is limited to the platform commissions we have actually retained on your sales in the 12 months preceding the event giving rise to the claim, or £100, whichever is greater. Nothing in this Agreement excludes liability that cannot be excluded by law.

14. Governing law and disputes

This Agreement is governed by the laws of England and Wales. Any dispute is subject to the exclusive jurisdiction of the courts of England and Wales, save that we may seek injunctive relief in any competent court to protect our intellectual property or the integrity of the Marketplace.

15. Changes to this agreement

We may update this Agreement from time to time. Material changes will be announced by email and in your seller dashboard at least 30 days before they take effect. If you continue to list, sell or accept new orders after the effective date you accept the revised Agreement; otherwise you may close the shop before that date.

16. Contact

• Entity: KEYGEN AUTOMOTIVE LIMITED, a private limited company registered in England and Wales (company number 16638233).
• Registered office: as recorded on the UK Companies House register.
• Seller support: support@keygen-automotive.com
• Payouts, commission & refunds: accounts@keygen-automotive.com
• Phone: +44 75 5276 3369