Prerode Selling Agreement

Prerode is a classifieds platform. It hosts advertisements placed by users and provides messaging so that buyers and sellers can contact each other.

Prerode does not:

• own any of the items advertised on Prerode;
• act as a party to any contract of sale between you and a buyer;
• take possession, custody, title or risk in any item;
• process the purchase price of any item, whether by card, bank transfer, escrow or any other method; or
• arrange collection or delivery between users.

The contract of sale is between you and the buyer alone. Because Prerode is not a party to that contract, you accept that Prerode cannot compel a buyer to pay you, and cannot compel a seller to deliver, refund or replace an item. If we ever introduce payment or escrow functionality, we will update this Selling Agreement before that functionality becomes available to you.

To list an item on Prerode, you must:

• meet the eligibility requirements set out in section 2 of the Terms of Service, including being aged 18 or over and not being subject to a relevant sanctions list;
• hold a Prerode account in your own name or, where you are listing on behalf of a business, in the name of a business that you are authorised to represent; and
• accurately identify yourself as a trader or as a private seller as required by section 3 below.

Section 226 of the Digital Markets, Competition and Consumers Act 2024 requires online marketplaces to make it clear to buyers whether an item is being sold by a trader or by a person who is not a trader (a “private seller”).

When you create your account, and each time you publish a listing, we will ask you to confirm whether you are listing as a trader or as a private seller. Your answer is shown on your listing so that buyers can see it.

What counts as a trader

You are a trader if you are acting for purposes relating to your trade, business, craft or profession, whether personally or through another person acting in your name or on your behalf. This includes people who buy bikes with the intention of reselling them at a profit, even informally, and businesses that resell bikes as part of their normal activity.

HM Revenue & Customs applies a set of factors, often called the “badges of trade”, to decide whether an activity is trading. These include the intention to make a profit, how often you sell, how you obtain and prepare the items, and how long you hold them before selling. A plain-English summary is available on our Selling & taxes page.

Reclassification

If we reasonably believe, based on the pattern of your listings or other information available to us, that you are acting as a trader even though you have declared yourself as a private seller, we may reclassify your account and require you to comply with the additional obligations that apply to traders.

Before reclassifying you, we will ordinarily contact you to ask about your activity, and you may respond with an explanation. You can appeal a reclassification decision by emailing support@prerode.com. Where reclassification is necessary to protect buyers or to comply with our legal obligations, we may act without prior notice.

Accuracy of your declaration

You must not describe yourself as a private seller in order to avoid trader obligations, and you must not describe yourself as a trader in order to gain an advantage that you would not otherwise have. Giving a false trader declaration is a breach of this Selling Agreement, and may also be a criminal offence under the Fraud Act 2006 or an unfair commercial practice under the Digital Markets, Competition and Consumers Act 2024.

If you are a trader, statutory consumer-protection law applies directly to the contract you form with a consumer buyer, regardless of what your listing says. Nothing in this Selling Agreement limits or affects those statutory rights or obligations. In particular:

• under the Consumer Rights Act 2015, items you sell to a consumer must be of satisfactory quality, fit for any particular purpose the buyer has made known to you, and match their description and any sample or model shown;
• under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, where the sale is a distance or off-premises contract, you must provide the pre-contract information required by those Regulations and honour the 14-day statutory cancellation right;
• under the Digital Markets, Competition and Consumers Act 2024, you must not engage in an unfair commercial practice, including a misleading action, misleading omission or aggressive practice; and
• where relevant, you must comply with the Electronic Commerce (EC Directive) Regulations 2002 in relation to the information you provide about your business.

Your listing must, as a minimum, clearly state:

• your legal or trading name;
• a geographic address at which you can be contacted;
• an email address at which the buyer can contact you;
• your returns, cancellation and refund policy; and
• any other information required by law given how the sale is being made.

You are solely responsible for meeting these obligations. Prerode does not verify trader disclosures and is not liable to a buyer for a trader's failure to comply with consumer-protection law.

Each time you publish a listing, you represent and warrant that:

• you own the item or otherwise have the legal right to sell it;
• the item is not stolen and does not appear as stolen on BikeRegister, Immobilise or another applicable property register;
• the item is not subject to a finance agreement, hire agreement, lease or other arrangement that prevents you from selling it;
• your description, photographs, price, condition information and item details are accurate and are not misleading;
• you have disclosed any material defect, damage, modification, repair or safety issue that a reasonable buyer would want to know about;
• the item may lawfully be sold in the United Kingdom and does not appear on our Prohibited Items Policy;
• the item complies with applicable UK product-safety, road-traffic and other regulatory requirements, including the requirements applicable to Electrically Assisted Pedal Cycles where relevant;
• your listing does not infringe another person's intellectual property, privacy or other rights; and
• your listing and your conduct on Prerode comply with our Acceptable Use Policy and applicable law.

These representations and warranties are given to Prerode and, where they concern the item or the sale, also to any buyer who relies on the listing.

You must not:

• list an item that you do not intend to sell, or that you do not currently possess or have the right to sell;
• list the same item on Prerode more than once at the same time, or use multiple accounts to list the same item;
• engage in shill bidding, fake enquiries, fake reviews or any other form of marketplace manipulation;
• coordinate prices with other sellers off-platform in a way that would breach competition law;
• use Prerode messaging to send scam links, phishing requests, unsolicited commercial messages or content that breaches our Acceptable Use Policy;
• ask a buyer to send payment through a method that avoids the protections of their chosen payment provider (for example, asking a buyer to send a bank transfer marked as a gift, or to send funds to a third party);
• use Prerode to arrange an in-person meeting for a purpose other than a genuine sale; or
• encourage or accept the sale being completed on another platform in order to circumvent Prerode's rules or safety systems.

You may arrange inspection, collection or delivery of a genuine purchase off-platform, and you may exchange the contact details required to complete that arrangement once a sale is underway.

You set the asking price for your item. The price shown in your listing must be the total price you are asking, inclusive of any fees, taxes or charges you intend to add.

Prerode does not process payment between you and the buyer. You and the buyer agree the payment method between yourselves. We recommend bank transfer or cash on collection over payment methods that offer no reversibility.

You are responsible for collecting the sale price from the buyer and, where relevant, for arranging or accepting collection. If you deliver the item, you are responsible for packaging it safely and for meeting any legal requirements relating to the carriage of the item (for example, restrictions on shipping lithium-ion batteries).

Because Prerode is not a party to the sale contract, you are directly liable to the buyer for the item and for your conduct in relation to the sale. This includes liability for:

• a material misrepresentation in the listing, whether under the Misrepresentation Act 1967 or otherwise;
• a breach of the implied terms as to title, description or, where you are a trader, satisfactory quality and fitness for purpose;
• a failure to deliver an item that has been paid for; and
• where you are a trader, non-compliance with the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or the Digital Markets, Competition and Consumers Act 2024.

If a buyer reports a dispute to Prerode, we may open the relevant conversation, listing and account activity to assess what happened, as described in our Privacy Policy. We may act as an informal point of contact between the parties, but we do not adjudicate disputes and we cannot compel a resolution.

While a dispute involving you is open, an automatic legal hold applies to the relevant information as described in the Privacy Policy, and any account-deletion request you make will pause the deletion of information covered by the hold.

You will cooperate reasonably with a buyer's claim under the Consumer Rights Act 2015 or, if a future payment route makes it relevant, with a chargeback or Section 75 claim by their card issuer.

You are responsible for understanding and meeting your own tax obligations in relation to the items you sell through Prerode. In most private sales of a personal bike, no tax is due, but this depends on your circumstances. A plain-English summary is available on our Selling & taxes page. That page is guidance, not tax advice.

UK platform reporting

The UK Reporting Rules for Digital Platforms (which implement the OECD Model Rules, often referred to as DAC7) require certain platform operators to collect and verify information about sellers and to report that information to HM Revenue & Customs each year. Because Prerode does not currently process consideration for sales made through the platform, we do not currently collect or report seller information under those rules.

If this changes (for example, if we introduce escrow, commission or another payment route), we will tell you before we begin collecting reportable information, explain what we are required to collect and what will be reported to HM Revenue & Customs, and retain the information for the period required by those rules, as set out in our Privacy Policy.

When you publish a listing on Prerode with the intention that it be shown to other users or the public, you grant SP8CESTUDIO LTD the licence set out in section 6 of the Terms of Service to host, display and, where appropriate, promote your listing. You retain ownership of the content you submit.

You warrant that you own the photographs and other content that you include in your listing, or that you otherwise have the right to submit them, and that they do not infringe the rights of any third party.

Buyers and other users can report a listing or seller using the in-product report button or by emailing support@prerode.com. We handle reports in line with our Acceptable Use Policy and our duties under the Online Safety Act 2023.

We may take any of the enforcement actions listed in section 9 of the Terms of Service in relation to a listing, an item or your account, including where we reasonably believe that:

• an item is stolen, counterfeit, unsafe or otherwise prohibited by our Prohibited Items Policy;
• you have provided a false trader declaration or other misleading account information;
• you have breached this Selling Agreement or another Prerode policy;
• you have engaged in fraud, scams, marketplace manipulation or sanctions-breaching activity; or
• a competent authority has required us to act.

Where reasonably practicable, we will tell you what action we have taken and offer a route to appeal by emailing support@prerode.com. We may withhold details where doing so is necessary to protect other users, an investigation or Prerode itself.

Listing on Prerode is currently free. We do not charge listing fees, selling fees or commission. If we introduce paid features or selling fees in future, section 11 of the Terms of Service will apply. No new charges will be applied to your account without your agreement.

This Selling Agreement applies to you for as long as you have any active listing on Prerode. You can end it by removing all of your active listings, or by closing your Prerode account as described in section 10 of the Terms of Service.

We may end this Selling Agreement, or remove your right to list further items, by giving you notice. We may act without notice where continued listing by you would present a risk to buyers, other users or Prerode, or where required by law.

In-flight sales

If your account closes while a sale is being arranged with a buyer, we may keep the relevant listing and associated conversation visible to the other party for a reasonable period so that the two of you can complete or unwind the arrangement between yourselves.

What survives termination

The following continue to apply after this Selling Agreement ends:

• your representations and warranties in section 5, and your indemnity in section 15 of the Terms of Service, in relation to listings you published before termination;
• your direct liability to a buyer under section 8, in relation to sales that had already been arranged;
• your tax and platform-reporting obligations in section 9; and
• any provision of this Selling Agreement or the Terms of Service that is expressed to survive termination, or is by its nature intended to do so.

Retention of your data after termination is governed by our Privacy Policy.

We may change this Selling Agreement from time to time, for example to reflect changes to how Prerode works, to respond to a change in applicable law, or to add or clarify a provision.

The date at the top of this page shows when this Selling Agreement was last updated. Where a change materially affects your rights or obligations, we will give you reasonable advance notice by email, an in-product notice, or both. Minor or clarifying changes may be published without advance notice.

If you do not agree with a material change, you can remove your listings or close your account before the change takes effect. If you continue to list after a material change takes effect, that confirms your acceptance of the updated Selling Agreement.

This Selling Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), are governed by the laws of England and Wales.

If you are a consumer resident in the United Kingdom, you may bring proceedings in the courts of the part of the United Kingdom in which you reside. Otherwise, you and we agree that the courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with this Selling Agreement.

Nothing in this section limits any mandatory rights you have as a consumer under the laws of the part of the United Kingdom where you reside.

For questions about this Selling Agreement, to appeal a decision or to send a legal notice, contact:

support@prerode.com

SP8CESTUDIO LTD (trading as Prerode)
21 Uplands Avenue, Willenhall, WV13 3PR, United Kingdom
Company registered in England and Wales
Company number: 12134895
ICO registration number: ZC047049
SP8CESTUDIO LTD is not currently registered for UK VAT.