Terms and Conditions - Octane B.V.

I. General

Article 1 – Definitions

• Application Form: A document or electronic form completed by a User to submit a Car for Auction.
• Car: The vehicle being offered for Auction.
• Account Details: Personal, contact, and login information linked to a specific User.
• Bidder: A person actively participating in an Auction by placing bids.
• Bid: The monetary amount offered by a Bidder for a Car.
• Commission: The percentage paid by the Buyer to Octane.
• User: A registered person with access to the Auction Platform on Octane's website.
• Username: A unique identifier chosen by the User during registration.
• Buyer: An individual who purchases a Car listed on the Auction Platform.
• Stripe: The payment service provider used by Octane for (i) performing a credit card authorisation/deposit and (ii) (partially) collecting amounts the Buyer owes to Octane (such as the Commission), where applicable.
• Deposit / Authorisation: A credit card authorisation performed by Stripe (on behalf of Octane) under which an amount is temporarily reserved on the User's credit card as security for serious participation in the Auction and/or performance of obligations under these Terms. An authorisation is not a payment unless and until it is converted into a capture ("capture").
• OPP: Online Payment Platform B.V., a payment service provider used exclusively for escrow payments if and only if this is expressly stated for the relevant Auction on the Auction Platform.
• Reserve: The Seller may set a Reserve. This is the minimum amount for which the Seller is willing to sell. The purchase is binding if the Reserve is reached. If the Auction ends while the Reserve has not been reached, a Bid is not binding. A Reserve set by the Seller is not visible to Users.
• Auction: The process in which a Car is offered for bidding on the Auction Platform.
• Auction Platform: The online environment where Cars are auctioned and where Buyers and Sellers transact.
• Seller: An individual, company, or entity that lists a Car for Auction.
• Website: www.octane.nl
• Winning Bid: The highest bid placed at the end of an Auction period for the Car and, where a Reserve applies, the Reserve has been reached or exceeded, as a result of which a purchase agreement is concluded between Buyer and Seller and the Buyer is obliged to purchase the Car for the bid amount and to pay the corresponding Commission due to Octane.

Article 2 – Applicability

These Terms and Conditions apply to any use of the Auction Platform.

Any deviations or additional conditions proposed by the User are only binding if explicitly accepted in writing by Octane.

Any general terms and conditions from the User are expressly rejected.

If these Terms and Conditions have applied to a previous relationship between Octane and the User, they are deemed accepted for all future agreements.

If one or more provisions of these Terms are found to be invalid or nullified, the remaining provisions will remain fully in effect. A new provision will be adopted that best reflects the original intent.

Failure by Octane to strictly enforce these Terms at any time shall not imply a waiver of rights to do so in other instances.

Article 3 – Identity of Octane

Article 4 – Categories

These Terms and Conditions are structured into the following categories:

1. General
2. Auction
3. Buyer Terms
4. Seller Terms

Article 5 – Use of Our Website

Octane grants Users a limited right to use the Auction Platform. The content of the Platform may not be copied, reproduced, or used in any other way without written permission.

Octane is not responsible for content posted by Users but takes reasonable steps to ensure accuracy and completeness.

Users may not use the Platform in ways that infringe upon the rights of third parties.

File uploads must be relevant to the Platform's purpose and in a format accepted by Octane.

If a User violates these Terms or misuses the Platform (at Octane's sole discretion), Octane may, without prior notice or compensation:

• Deny or block the User
• Terminate access to the Auction Platform

Access rights cease immediately upon termination.

Octane does not guarantee uninterrupted availability of the Platform and is not liable for any damages due to outages or unavailability.

Complaints or reports of abuse may be sent to info@octane.nl.

Article 6 – Creating an Account

Accounts can be created using an email-password combination or Google login. Users must be at least 18 years old.

Usernames may not contain profanity or special characters and must meet Octane's length requirements.

After registration, Octane will send a confirmation email. Logging in and completing the required Account Details grants access to the Dashboard.

To bid or start an Auction, identity verification via iDIN is required.

Users are responsible for keeping their login credentials secure and must not share access with third parties.

Users are liable for all actions under their account and shall indemnify Octane against third-party claims.

Article 7 – Liability

Users acknowledge that Octane only facilitates the Platform and is not responsible for content shared or the behavior of Buyers and Sellers.

Octane is not responsible for defects, non-performance, or misleading information from Sellers.

Purchase agreements are solely between Buyer and Seller. Octane only connects parties via its Platform.

Although Octane aims to keep content accurate, no guarantees are made regarding its correctness.

Octane is not liable for any damages resulting from Platform use. Users may stop using the Platform and request account deletion to avoid liability.

Any liability Octane may have is limited to direct damages and capped at €500 per incident and €2,500 per year. Only material damage and reasonable costs for prevention or investigation qualify. Indirect or consequential damages are excluded.

Users indemnify Octane from third-party claims and will compensate any resulting damages and legal costs.

Octane may limit, suspend, or terminate Platform use without notice to prevent potential harm. Octane is not liable for taking such measures.

Article 8 – Payments, Deposit and (optional) Escrow

Octane may use one or more payment service providers for payments and/or securities. Which method applies is stated on the Auction Platform for the relevant Auction.

By default, Octane uses Stripe to perform a Deposit/Authorisation via credit card. In order to place Bids, Octane may require the User to link a valid credit card and for a Deposit to be successfully authorised.

The Deposit is a temporary reservation and does not constitute a payment unless and until it is converted into a capture ("capture"). For non-winning bidders, the Deposit will be released after the Auction ends. The time it takes for the reservation to disappear depends on the card issuer/bank.

If the User places the Winning Bid (and, where applicable, the Reserve has been reached), Octane is entitled to convert the Deposit in whole or in part into a capture ("capture") and apply it against the Commission owed to Octane. To the extent the authorisation exceeds the amount to be captured, the remainder will be released.

Escrow via OPP applies only if this is expressly stated for the relevant Auction on the Auction Platform. In that case, in addition to these Terms, OPP's (user) terms also apply to that escrow payment.

Octane is not liable for actions, outages, or decisions of Stripe, OPP, card issuers, or banks.

Article 9 – Intellectual Property

All intellectual property rights related to the Platform and its content belong to Octane. Users only receive a non-exclusive, non-transferable right to use the Platform as specified in these Terms.

Users retain ownership of content they upload but grant Octane a non-exclusive, transferable, royalty-free, worldwide license to use such content for marketing purposes, including after a sale. This license can be withdrawn upon the User's request after the sale.

II. Auction

Article 10 – Listing

Octane will publish the Cars submitted for Auction on the Auction Platform.

The Auction listing will remain visible for a minimum of seven (7) days. The Auction ends once the set Auction duration has elapsed and no bids have been placed in the final five (5) minutes.

If a bid is placed within the final five (5) minutes, the five-minute period will be extended until no bid is placed for five consecutive minutes. If at that moment no Winning Bid exists, the Auction ends.

Article 11 – Listing Requirements

The Seller is required to provide all mandatory information in order to initiate an Auction or create a Listing.

The Seller declares that the information is truthful and that no relevant details or known defects are withheld from the Buyer. If it appears that the Seller has withheld information or defects, Octane reserves the right to take appropriate measures, including (temporarily) suspending or terminating the Auction and/or recovering amounts due or damages in accordance with these Terms.

The User submitting data guarantees that the information is accurate, does not infringe third-party rights, and that they are authorized to share it.

By submitting such data, the User grants Octane a free, non-exclusive, irrevocable, perpetual license to use the information for the Auction Platform.

The User shall fully indemnify Octane from third-party claims and cover any resulting damages, including reasonable legal expenses, resulting from non-compliance with these requirements.

Article 12 – Bidding

Bidding conditions for potential Buyers are detailed in Article 17.

If a Reserve is set, the transaction becomes binding only once the minimum amount has been reached. The Reserve is not visible to Users.

All Bids are binding and irrevocable unless a clear and obvious mistake was made by the Buyer, as determined solely by Octane.

Article 13 – Viewings

Listings may display available viewing time slots if the Seller has enabled them.

Buyers are free to inspect or have the Car professionally assessed, but this must be coordinated with the Seller.

Article 14 – Purchase Agreement After Bidding

Once a Winning Bid is placed, a binding purchase agreement is formed between the Buyer and the Seller.

Octane is not a party to the purchase agreement.

The Buyer is solely responsible for entering into the purchase agreement but is obligated to do so if they placed the Winning Bid.

Article 15 – Disputes

As Octane is not a party to the purchase agreement or its execution, neither the Buyer nor the Seller can hold Octane liable if the other party fails to fulfill their obligations.

If the Car does not match the description or condition provided by the Seller, the Buyer may request mediation from Octane or OPP. Octane may assist but is not a party to the dispute.

If the Buyer cancels the transaction due to undisclosed information, Octane reserves the right to claim the Commission from the Seller.

III. Terms for Buyers

Article 16 – Registration

Users interested in buying a Car must register on the Auction Platform as described in Article 6.

The Buyer acknowledges and expressly agrees that Octane is not a party to any purchase agreement concluded between the Buyer and the Seller via the Auction Platform.

Article 17 – Bidding

When placing a Bid, the Buyer's Username is displayed.

A Bid can only be placed if the User has (i) completed the required Account Details, (ii) verified their identity via iDIN, and (iii) linked a valid credit card to their account and – if Octane requires it – a Deposit/Authorisation has been successfully placed.

All Bids are unconditional and irrevocable. The Buyer is deemed to be bidding for themselves and is personally liable for the obligations resulting from their Bid, even if acting on behalf of a third party.

If a Reserve has been set, the transaction only becomes binding if the Bid meets or exceeds the Reserve. Bids below the Reserve do not result in a sale.

The Buyer guarantees they can fulfill the Winning Bid and pay the applicable Commission to Octane.

Only Octane determines whether a manifest error occurred in a Bid. Buyers cannot derive any rights from Octane's decision in this regard.

Article 18 – Payments

By participating in an Auction, the Buyer acknowledges the possibility that they may place the Winning Bid and thus become obliged to fulfil their payment obligations towards the Seller and Octane.

Unless stated otherwise, prices include VAT.

Payment takes place as indicated on the Auction Platform, via payment providers designated by Octane. The payment provider's terms apply. Octane is not liable for the use of the payment service.

The purchase price of the Car is paid to the Seller in the manner agreed between Buyer and Seller or as indicated on the Auction Platform. Octane is not a party to this payment, except insofar as Octane may collect amounts (such as the Commission) via Stripe and/or insofar as escrow via OPP is expressly declared applicable for a specific Auction.

Article 19 – Commission

In addition to the Winning Bid, the Buyer owes a Commission to Octane.

The Commission is 3% of the Bid amount, with a minimum of €350 and a maximum of €3,600.

The Buyer expressly agrees that the Commission is also due if the Buyer and Seller ultimately complete a transaction for a Car offered via Octane outside Octane. Octane expressly reserves the right to claim the Commission from the Buyer in such cases.

The Buyer expressly agrees that the paid Commission belongs to Octane, including in the event of a dispute with the Seller or upon exercise of a right of withdrawal. This is only different if there is demonstrable misrepresentation or intentional withholding of information by the Seller. In that case, Octane reserves the right to recover the Commission due from the Seller.

Article 20 – Buyer's Duty to Investigate

The Buyer acknowledges their responsibility to conduct thorough due diligence regarding the Car's condition and characteristics.

The Buyer fully indemnifies Octane against any claims regarding the Car's condition and acknowledges this is their own responsibility.

Octane strives for accurate information, but is not liable for any errors or omissions in the listings.

Article 21 – Purchase Agreement

The Buyer and Seller explicitly acknowledge that the purchase agreement is formed solely between them.

Octane is not a party to the agreement and cannot be held liable if the Seller fails to meet their obligations or if the Car does not match the description.

Article 22 – Transfer of the Car

After payment, Octane will connect the Buyer and Seller so that they may finalize the transaction. The parties will arrange the transfer themselves.

Car collection or delivery is the Buyer's responsibility, unless the Seller has agreed to handle it.

Octane is not involved in the logistics of the transfer. All arrangements are strictly between the Buyer and Seller.

Article 23 – Right of Withdrawal

Disputes over the purchase agreement or its execution must be resolved between the Buyer and Seller.

If the Car is sold by a professional Seller, the Buyer may have a legal right of withdrawal. The Buyer is responsible for invoking this right.

The Seller acknowledges this obligation and agrees to cooperate if the Buyer exercises their right of withdrawal.

Article 24 – Prohibition on Off-Platform Transactions

The Buyer must not attempt to contact the Seller outside the Auction Platform to negotiate or complete the transaction off-platform.

Violating this rule entitles Octane to claim the Commission from the Buyer, and Octane expressly reserves all rights to do so.

IV. Terms for Sellers

Article 25 – Offering a Car for Auction

The Seller declares that the Car is listed exclusively on the Auction Platform and that the offer cannot be withdrawn once the Auction is created.

If the Seller withdraws the listing, they owe Octane a fee equal to the Commission: 3% of the Bid, with a minimum of €350 and a maximum of €3,600. If no Bids were made, the minimum amount of €350 applies. Octane expressly reserves the right to claim this fee from the Seller.

To create an Auction, the User must complete an Application Form, including the following (mandatory fields marked with *):

• Make*
• Model*
• License plate
• Photos
• Company name (if applicable)
• Reserve
• Description of the listing

If the Seller acts in a professional capacity, they must provide:

• Company name
• Address
• Country
• City
• Chamber of Commerce number
• VAT number

After submitting the Application Form, the Seller can add the Car to the platform and will receive a confirmation email.

Octane will review the listing for suitability. If approved, the Seller proceeds to a detailed Application Form where RDW data is retrieved using the license plate. Additional information may be required before final approval.

Once the listing is submitted and approved, it cannot be withdrawn. The Seller acknowledges that Octane's review is a preliminary filter and does not guarantee the accuracy of the Seller's data.

Article 26 – Viewing

In principle, the Car can only be viewed if the Seller expressly offers this and Octane indicates this for the relevant Auction on the Auction Platform (for example via an available viewing time slot). If no viewing is offered, the Buyer must base their assessment on the available photos, description and documentation, and any questions asked via the comments functionality on the listing.

Article 27 – Duty of Disclosure

The Seller acknowledges their obligation to disclose known defects and may not deliberately withhold relevant information.

Failure to disclose may entitle the Buyer to cancel the agreement.

Article 28 – Transfer

Once a Winning Bid is placed and the purchase agreement is established, the Buyer and Seller must arrange the transfer themselves.

The Seller acknowledges that Octane is not a party to the purchase agreement and may not be involved in the transfer process.

Article 29 – Payment

Payment of the purchase price takes place between Buyer and Seller, unless it is expressly stated for the relevant Auction on the Auction Platform that payment takes place via escrow (OPP). In that case, payment is processed in accordance with the payment instructions stated for that Auction and the applicable terms of OPP.

Octane is not liable for the use or inability to use the payment environment of Stripe, OPP, or any other payment service provider.

Bids received by the Seller always include VAT, unless expressly stated otherwise.

The Seller does not pay Commission to Octane. The Commission is charged to the Buyer.

Article 30 – Professional Sellers

Sellers acting in a professional capacity must acknowledge that Buyers may have a right of withdrawal and must cooperate if this right is exercised.

Article 31 – Prohibition on Off-Platform Listings

The Seller declares that the Car is offered exclusively on the Auction Platform and cannot be withdrawn once the Auction is created.

Withdrawal results in a fee of 3% of the highest Bid, with a minimum of €350 and a maximum of €3,600. If no bids were placed, the minimum fee applies. Octane reserves the right to claim this fee.

Article 32 – Preventing Unfair Influence on Bidding

Sellers may not place Bids on their own listings or encourage others to artificially raise the price.

If price manipulation is suspected, the Auction will be suspended for investigation. All potential Buyers will be informed.

Anyone found to be manipulating prices will be fined 5% of the estimated sale value, with a minimum penalty of €5,000, payable to Octane immediately.

Additional Provisions

Article 33 – Privacy and Data Protection

Octane processes personal data in accordance with the General Data Protection Regulation (GDPR).

Data is only used for operational purposes including identification, communication, payments, and fraud prevention.

Octane applies technical and organizational security measures to protect personal data.

Users may request access to, correction of, deletion of, or transfer of their data by contacting info@octane.nl.

More details can be found in the Privacy Policy at www.octane.nl/privacy.

Article 34 – Right of Withdrawal – Supplement

If the Buyer is a consumer and the Seller is a business, the Buyer has the right to withdraw from the sale within 14 days of receiving the Car, without giving a reason.

During this period, the Buyer must treat the Car carefully and only use it to the extent necessary to assess its nature and functionality.

The Buyer must send a clear statement of withdrawal to the Seller. A standard withdrawal form is available at www.octane.nl/herroeping.

The Seller is required to honor this right and refund the Buyer within 14 days of receiving the returned Car in its original condition.

Octane is not a party to this process but may mediate if necessary.

Article 35 – Changes to Terms and Conditions

Octane reserves the right to amend these Terms and Conditions at any time.

Changes will be announced at least 14 days in advance via the Website or by email to registered Users.

Users who do not agree with the changes must stop using the Platform and may request account deletion.

Continued use after the effective date implies acceptance of the changes.

Article 36 – Payment Disputes, Deposit and (optional) Escrow

Insofar as Octane collects amounts or authorises securities via Stripe, the card issuer or bank may apply procedures (such as authorisation time limits, release, or chargeback processes). Octane may provide relevant information, but is not a party to the card issuer/bank's decision.

Octane is not liable for the (temporary) blocking, refusal, reversal, or delay of authorisations or payments by Stripe, OPP, card issuers, or banks.

If and insofar as escrow via OPP applies to a specific Auction (as expressly stated on the Auction Platform), OPP may suspend a payment in the event of a dispute in accordance with its terms. Octane may, if desired, mediate, but is not a party to the dispute or the escrow settlement.

Article 37 – Governing Law and Jurisdiction

These Terms and Conditions are governed exclusively by Dutch law.

All disputes between the User and Octane will, as far as legally allowed, be submitted to the competent court in Breda, The Netherlands.