Terms and Conditions

1. Definitions

“Auction Style Listing” – means a service provided on the Bid & Buy Platform by which Customers may list a horse for sale with the final price being determined by the highest bid meeting or exceeding the Reserve Price.

“Bid & Buy Platform” means the software platform provided by Standardbred Canada that provides services and tools to facilitate the sale and purchase of horses, including any associated products and services provided to Customers.

“Buyer” - means a Customer who offers to bid, offers to purchase or purchases a horse or other asset through the Bid & Buy Platform.

“Customer” - means any person or business using or accessing the Bid & Buy Platform.

“Material Facts” – means any fact about a horse that, if disclosed, could reasonably be expected to influence the decision of a reasonable purchaser and/or would significantly affect the value of a horse. 

“Fees” - means fees, charges or other amounts applied to Customer accounts for use of, and access to, the Bid & Buy Platform.  Fees exclude, and are subject to, applicable taxes.

“Fixed-Price Listing” - means a service provided on the Bid & Buy Platform by which Customers may list a horse for sale at a fixed-price and with the final price being determined by negotiation between Buyer and Seller.

“Reserve Price” - means the threshold price established by the Seller at which a horse will be sold if bidding is completed and the Reserve Price is met or exceeded. If the Reserve Price is not met at the completion of the bidding, the Seller is seller is responsible for paying the commission price on the highest bid received.

“Sale Price” – means either (i) the top bid amount from a Buyer where the Reserve Price has been met or exceeded or (ii) the agreed upon price negotiated directly between Buyer and Seller on a Fixed-Price Listing.  Sale Price does not include additional fees or applicable taxes.

“Seller” – means a Customer who offers for sale or sells a horse on the Bid & Buy Platform through either an Auction Style Listing or a Fixed-Price Listing. For certainty, the term “Seller” includes horse owners selling on their own behalf and consigners offering horses for sale on behalf of another person.

“Service” - means the tools and services provided by Standardbred Canada to facilitate the sale and purchase of horses, including any associated products and services provided to Customers. Also referred to as the “Bid & Buy Platform”.

“Terms” - means these Terms and Conditions and all other policies posted on the Bid & Buy Website located at https://standardbredcanada.ca/bidandbuy/termsandconditions and any and all changes and additions as required from time to time.

“Transaction” – means any proposed or concluded sale of a horse via an Auction Style Listing or a Fixed-Price Listing on the Bid & Buy Platform.   

2. Introduction

This is a binding legal agreement between you, your business, your representatives (collectively, "you" "your" or "Customer") and Standardbred Canada and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents ("we", "our" or "Standardbred Canada").

These Terms and Conditions govern your access to, and use of the Bid & Buy Platform and our related products and services and apply to every Transaction between Buyer and Seller facilitated by the Service. By using or accessing the Bid & Buy Platform, products or services, you expressly agree to be legally bound by the Terms, as updated or amended by Standardbred Canada from time to time.

3. Description of Service

The Bid & Buy Platform is a software platform that allows Customers to offer, sell and purchase horses in various geographic locations under a Fixed-Price Listing or an Auction Style Listing. Standardbred Canada is not a traditional auctioneer and is not a party to contracts for sale between third-party sellers and buyers. The responsibility for completion of such Transactions rests solely with the applicable Buyer and Seller.

Any guidance Standardbred Canada provides as part of our Service, such as pricing and listing is solely informational and you may decide to follow it or not. Unless expressly stated, Standardbred Canada has no control over and does not guarantee the existence, health or quality of horses advertised; the truth or accuracy of any Customer content or listing; the ability or qualification of Sellers to sell horses; the ability or qualification of Buyers to pay for horses; or that a Buyer or Seller will complete a Transaction facilitated through the Bid & Buy Platform.

You understand and agree that temporary interruptions of the Service may occur from time to time as normal events. You further understand and agree that we have no control over third-party networks that you may access in the course of accessing and using the Service; delays and disruptions of other network transmissions are completely beyond our control.

Standardbred Canada may, in its sole and absolute discretion, make decisions and take any actions it considers, in good faith, necessary to maintain and administer the Bid & Buy Platform. This includes, but is not limited to, suspending and/or re-opening any proposed or concluded Transactions in cases of technological malfunction, website maintenance, or suspected price manipulation.

4. Warranties

You agree that you are making use of our Service at your own risk, and that the Service is being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we hereby exclude any and all representations, warranties, and conditions, including with respect to merchantability and fitness for a particular purpose, except to the extent expressly included in these Terms.

Standardbred Canada will not be liable to either the Buyer or Seller for any defects of any horse. Standardbred Canada does not make any guarantees or warranties with respect to any horse offered for sale on the Bid & Buy Platform. Standardbred Canada does not make any guarantees or warranties regarding legal title with respect to any horse offered for sale on the Bid & Buy Platform. In addition, Standardbred Canada does not guarantee or verify that any horse sold on the Bid & Buy Platform is eligible to enter any race.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

5. Customer Conduct

We expect users of the Service to respect the law and the rights and dignity of others. While using the Service, you agree to comply with all applicable laws, rules and regulations. Your use of the Service is conditional on your compliance with these Terms and failure to comply, as determined by Standardbred Canada in our sole and absolute discretion, may result in termination of your access to the Service. If we are made aware of any information or materials posted, transmitted or otherwise made available through or in connection with the Service that may be a violation of any law, regulation or right of a third party, or a violation of these Terms, we have the right, but not the obligation, to remove or disable access to the respective information or materials, in our sole and absolute discretion.

If we believe you are breaching these Terms or otherwise abusing the Service in any way, or should be denied access to the Service for any other reason, as determined by us in our sole and absolute discretion, we may, without limiting other remedies, limit, suspend, or terminate your account and access to our Service.

6. Registration, Privacy, and Security

To access the Service, you must obtain a separate account and password that can be obtained by completing our online registration form. By registering, you represent and warrant that:

1. you are eighteen (18) years of age or older and have the capacity to enter into an enforceable contract with us;
2. if you are registering an account for a company or other legal entity, you represent and warrant that you have the authority to legally bind such entity to these Terms and specifically to grant Standardbred Canada all permissions and licenses provided for in these Terms;
3. all information provided during registration is true and accurate; and
4. you will maintain and update this information as required to keep it current, complete, and accurate from time to time.
5. You also grant Standardbred Canada the right to disclose to third party individuals and entities certain information about you, such as your name and contact information, to facilitate the provision of the Service. The information we obtain through your use of the Service is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms in its entirety and can be found at https://standardbredcanada.ca/content/privacy-agreement.html.

You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You should immediately notify Standardbred Canada if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your account. You are solely responsible for any and all activities conducted through your account.

7. Fees and Taxes

We charge Sellers for the use of our Service. Customers who list horses using the Auction Style Listing are required to pay a set listing fee and a percentage of the Sale Price fee. If the reserve price is not met, Standardbred Canada will charge a commission price of the highest bid price regardless of whether the sale proceeds.

Customers using the Fixed-Price Listing are only required to pay a listing fee and not a percentage of the Sale Price fee. Fees for the Bid & Buy Platform are set out in the Fee Guide which is specifically incorporated by reference into these Terms in its entirety and can be found at https://standardbredcanada.ca/bidandbuy/fees.

Unless otherwise stated, all fees are quoted in Canadian Dollars. Sellers must have a payment method on file when using our Services. Sellers agree to allow Standardbred Canada to charge the payment method on file for any fees and applicable taxes associated with the use of our Service within 72 hours of bidding closing. If your payment method fails or your account is past due, we may place restrictions on your account. In addition, you may be subject to late fees as set out in the Fee Guide.

Canadian taxes, levies, or other charges associated with the use of our Service will be charged to and collected from Customers when applicable. You agree to pay all applicable fees and taxes and to provide accurate address information necessary for Standardbred Canada to collect such fees and taxes comply with its obligations under applicable law. To the extent that such information is not provided, Standardbred Canada will, in its discretion, determine and collect appropriate taxes.

8. Seller Obligations

When listing a horse for sale using our Service, you agree that:

• You enter into a legally binding contract to sell a horse when you (i) accept an offer for purchase or (ii) a winning bid is established for a horse you have listed in an Auction Style Listing that meets or exceeds the Reserve Price.
• You assume full responsibility for the accuracy and content of any listing you create. Every Seller shall disclose all Material Facts relating to the history and condition of each horse listed for sale on the Bid & Buy Platform.
• It is the Seller’s responsibility to ensure the horse is available for viewing by potential Buyers, if requested.
• It is the Seller’s responsibility to ensure the horse is available for sale and has not been sold elsewhere. In the event a horse has been sold elsewhere, the Seller may be responsible to pay all Fees that would have been due and payable had such horse been sold on the Bid & Buy Platform.
• You are solely responsible to collect and remit any applicable taxes resulting from the sale of your horse on the Bid & Buy Platform.
• You may not withdraw a horse from an Auction Style Listing without a certified vet statement and approval of Standardbred Canada.
• You represent and warrant that you have legal title to the horse listed for sale and have the right to transfer such title to the Buyer.

9. Buyer Obligations

When buying a horse using our Service, you agree that:

• You enter into a legally binding contract to purchase when your offer to purchase a horse is accepted or if you have the winning bid on an Auction Style Listing.
• You are responsible for reading the full listing before making a bid or offer.
• All bids on Auction Style Listings are final and binding. Once a bid is submitted, it cannot be withdrawn.
• You are responsible for arranging and paying for shipping.

10. Transfer of Legal Ownership

Both Buyer and Seller agree that Standardbred Canada does not transfer legal ownership of horses from the Seller to the Buyer. Buyer and Seller are responsible for registering the transfer of ownership with Standardbred Canada.

11. Content

When you provide content using our Service, you grant Standardbred a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise any and all intellectual property rights you have in that content in connection with our provision, expansion, and promotion of our Service, in any media known now or developed in the future (the “Permitted Use”). To the fullest extent permitted under applicable law, you waive your right to enforce your intellectual property rights in that content against Standardbred Canada in connection with our Permitted Use.  For greater certainty, our Permitted Use is subject to our Privacy Policy that can be found at https://standardbredcanada.ca/content/privacy-agreement.html.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any intellectual property rights of any third party. Standardbred Canada takes no responsibility and assumes no liability for any content provided by you or any third party.

12. International Use

Although the Service may be accessible worldwide, we make no representations that materials available on or through the Services, are, or that the Service itself is, appropriate or available for use in locations outside of Canada. Accessing the Service or any of its content or materials from locations where it is illegal to do so is strictly prohibited. Those who choose to access the Service from other locations do so on their own initiative and at their own risk, and are responsible for compliance with all applicable laws.

Customers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items. Any offer for any product, service, and/or information made in connection with or through the Service is void where prohibited.

13. General
    1. Release

If you have a dispute with one or more Customers, you release Standardbred Canada from any and all claims, demands, damages (whether direct, indirect, or otherwise), costs or expenses of every kind and nature, known and unknown, arising out of or in any way connected with such a dispute. In entering into this release, you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

1. 2. Indemnity

Except as otherwise provided by applicable law, you will indemnify, defend and save harmless Standardbred Canada against all liabilities, losses, suites, claims, demands, costs, including reasonable legal fees, fines and actions of any kind or nature whatsoever to which Standardbred Canada may become liable, by reason of (i) your breach of these Terms or any other obligation hereunder; (ii) your use of the Service; or (iii) your breach of any laws or the rights of a third party.

1. 3. Notices

Notices shall be served on Standardbred Canada at the following address:

1-250 Meadowvale Blvd.

Mississauga, ON

L5N 6R6

We each consent to receive communications from each other by email. We may communicate with you by email to the email address you have designated on your user account. Notice to you shall be deemed given 24 hours after the email is sent. Alternatively, we may give you legal notice by mail to the address provided during registration associated with your account. In such case, notice shall be deemed given five (5) days after the date of mailing.

1. 4. Jurisdiction

Law and Forum for Disputes if you do not reside in Quebec - This Agreement and any dispute or claim you have against Standardbred Canada shall be governed in all respects by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Law and Forum for Disputes if you reside in Quebec - This Agreement and any dispute or claim you have against Standardbred Canada shall be governed in all respects by the laws of the Province of Quebec and the federal laws of Canada applicable therein.

1. 5.  Arbitration  

All disputes between Customers regarding a Transaction on the Bid & Buy Platform shall be settled by arbitration. The Arbitration Act of Ontario will govern arbitration between Customers.

All disputes between a Customer and Standardbred Canada with respect to or relating to the Bid & Buy Platform shall also be settled by arbitration. The Arbitration Act of Ontario will govern arbitration between Customers and Standardbred Canada.

1. 6. Entire Agreement

These Terms and all terms and policies posted through our Service, including our Privacy Policy, set forth the entire understanding and agreement between you and Standardbred Canada, and supersede all prior understandings and agreements of the parties.

1. 7. Severance

Except as otherwise provided in these Terms, if any provision of these Terms is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

1. 8. Amendment

Standardbred Canada reserves the right to update and revise these Terms. If we make changes to these Terms, in addition to posting the amended terms at https://standardbredcanada.ca/bidandbuy/termsandconditions and notifying you by email, we will also provide you thirty (30) days' advance notice of such Changes in accordance with applicable law ("Notice"). Upon receiving the Notice, if you do not agree with the amendments, you must stop using the Service and may refuse the Changes and terminate these Terms by closing your account within the time specified in the Notice by contacting Standardbred Canada.

If you do not agree with the Changes, then notwithstanding any termination of the Terms, you agree that all outstanding amounts owing to us are immediately due and payable and that we have the right to bring suit and exercise all rights and remedies available under applicable law in respect of such outstanding amounts. If you do not close your account within the time specified in the Notice, the Changes will take effect on the date indicated in the Notice. In that case, your continued access and use of our Service will be deemed to constitute your acceptance of the amended terms, which will apply to all access to and use of the Service thereafter and will become part of these Terms. At our discretion, we may also ask you to acknowledge your acceptance of these Terms through an electronic click-through.