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Draft. Not reviewed by an attorney, and not in force.

These documents are working drafts published for review. They still contain unfilled placeholders, and several clauses predate a change to how money moves on the platform, so they do not describe the product as it works today. Nothing here is a binding agreement, and no one should rely on it.

Refunds and disputes policy

◆◆ REFUND RULE CHANGED (28 Sep 2026). Owner decision, with the reasons, evidence and attestation from the Failed-Deal Refund Request form: the 2.8% is called the introduction fee. It is charged to the Seller when a deal is confirmed and held until delivery. If the deal does not go ahead and the Seller documents why (reason, evidence, attestation), 1.8% of the order value is refunded and 1% is kept for the introduction: on $10,000, $280 charged, $180 back, $100 kept. The phrase "refundable platform fee" in the notes below is retired; the fee is partly refundable. [confirm with counsel]

  • Reasons (replacing the five older ones): Buyer stopped responding; Buyer declined the vendor; Product specifications did not fit; Shipping, timing, or terms did not work; Buyer rejected samples; Buyer withdrew or canceled; Price or quantity could not be finalized; Other.
  • Evidence types: Email thread; Platform or text messages; Sample / shipping records; Buyer rejection or cancellation; Inspection / specification records; Other relevant documentation.
  • Attestation: "I confirm that the information and evidence submitted are complete and accurate, and that the introduced transaction did not close. I authorize the platform to review the attached communications and records solely for this refund decision." Versioned (2026-09-28.draft-2; draft-1 had the first sentence only). The second sentence limits our review of the attached communications and records to the refund decision; see Privacy, note (2).
  • Buyer stopped responding can no longer require the buyer's confirmation (an unresponsive buyer never gives it), so an approved claim must carry contact evidence: the email thread or messages.
  • Open questions are in the drafting register (legal/README.md, item C11), not in this draft. The lot page no longer promises a refund for a delivery that does not match its grade until counsel answers whether that case qualifies.

The Gateway [BRAND NAME - pending final selection]

Effective date: [DATE]

◆◆ This document is now about the wrong thing

Marked 17 September 2026. Not attorney-reviewed. Do not publish any part of it.

Drafted 27 August 2026. This is the document the 15 September change damaged most, and it cannot be repaired clause by clause. It governs refunds of the goods price - money the Company never touches. Every remedy in it is funded from a Seller payout that no longer exists. The Buyer now pays the Seller directly, off-platform, on the Buyer's own net terms (Net 30, Net 60, Net 90; Walmart Net 105). The Company receives no goods money, holds no goods money, and disburses no goods money - so it can refund nothing to a Buyer, in whole or in part, ever.

What this document has to become - two documents, or two clearly separated parts:

(a) A fee-refund policy for the Seller's 2.8%. This is the only money the Company controls, and it is the Seller's money. The mechanics, stated plainly:

  • 2.8% of the deal's goods value is charged to the Seller's saved card when a deal is confirmed, and held by the Company.
  • It is released to the Company once delivery is recorded and 7 days pass with no contest.
  • It is refunded to the Seller on documented failure - and the policy has to define "documented failure" precisely, because it is the only discretionary money decision the Company makes anywhere in the product.
  • There is no buyer-facing refund of any kind, because there is no buyer-facing charge of any kind.

(b) A record of buyer–seller disputes on which the Company adjudicates no money. The evidentiary spine below is genuinely good and worth keeping - the structured form, the mandatory delivery-document and photograph requirements, the filing windows, the evidence-quality rules. What has to go is every sentence that awards money: the remedy ladder, the payout hold, the offset, the clawback, the "final and binding" language. The Company can record a dispute, notify the other side, and act on its own account (refuse to release the fee, refund the fee to the Seller, suspend or terminate a member). It cannot move a dollar between Buyer and Seller.

The reason a buyer is still protected, and it is not this document. On net terms the Buyer usually has not paid when the goods land. The real remedy for a short or misgraded delivery is withholding or reducing payment to the Seller - an ordinary trade-credit remedy, between the two principals, outside the Platform entirely. If nothing else survives from this file, that sentence should.

A separate defect that predates 15 September and must be fixed in the rewrite: every window and tolerance below is measured per Listing. Once lots split, that is exploitable - a Seller clearing a 10,000-piece lot to ten 1,000-piece Buyers can short each by 50 pieces and sit "within tolerance" on the Listing while every Buyer individually has a claim. Re-base the tolerance, the Dispute Window and the fulfilment SLA per allocation. (SPEC.md §13.5.)

Never write "escrow" for the held 2.8%. It is the introduction fee (◆◆ 28 Sep 2026; was "refundable platform fee") - the Seller's own money, charged to the Seller's own card, held in the Company's own account, refundable to that same Seller. It is not a stake held for the Buyer, and describing it as one would create exactly the money-transmission and stakeholder exposure that ToS §8.3 exists to avoid.

Read legal/ATTORNEY-BRIEF.md before rewriting this. [confirm with counsel throughout]

1. Purpose

This Policy is the single remedy channel for problems with a Lot purchased on the marketplace operated under the name The Gateway [BRAND NAME - pending final selection] (the "Platform") by [ENTITY NAME, a [STATE] limited liability company] (the "Company"). It operationalizes the dispute rights referenced in the Terms of Service, the Buyer Agreement, and the Seller Agreement. Capitalized terms have the meanings given in the Terms of Service.

All sales on the Platform are final and every Lot is sold as-is, where-is. There is no general right of return or refund. The only path to a remedy is a timely, documented misrepresentation claim under this Policy.

◆◆ WRONG PREMISE (15 Sep 2026) - the as-is / where-is allocation between Buyer and Seller survives. What does not survive is "the single remedy channel" and "the only path to a remedy": this Policy can no longer deliver a remedy at all, so calling it the only one leaves the Buyer with none. The purpose clause has to be rewritten to say what the Company actually does - record a dispute, notify the counterparty, and decide its own fee - and to say expressly that remedies between Buyer and Seller are whatever their own contract and applicable law provide. [confirm with counsel]

2. What is disputable

A Buyer may file a dispute only for a material discrepancy between the Lot delivered and the Listing purchased:

  • Wrong item - the goods delivered are not the listed SKU.
  • Misgraded condition - the goods materially fail to meet the Condition Grade selected on the Listing.
  • Quantity or value shortfall beyond tolerance - the delivered quantity or aggregate value falls short of the Listing by more than the tolerance in Section 3.
  • Non-fulfillment - the Seller failed to make the Lot available for pickup within [21 calendar days] after Settlement.
    • ◆◆ CLOCK CHANGED (15 Sep 2026) - there is no Settlement. The clock runs from the fee-clearing introduction, per allocation rather than per Listing, and must now account for the vendor-number stage in front of it: a retail Buyer cannot issue a PO until the Seller holds a vendor number, which takes 2–3 weeks and is outside either party's control. [confirm with counsel]
  • Counterfeit or stolen goods - subject to the special window in Section 8.

◆◆ STILL USEFUL (15 Sep 2026) - §2 and §3 (what is and is not disputable) are the most salvageable part of this document. They describe facts, not money, and a fact-finding record can survive where a remedy cannot. Keep the categories; re-base the tolerance in §3 per allocation; delete nothing here for the sake of the rewrite.

3. What is not disputable

  • Quantity or value discrepancies of [5%] or less of the Listing's stated quantity or value (the "variance tolerance"). Liquidation lots are priced to absorb small variances.
    • ◆◆ WRONG BASIS (15 Sep 2026) - measured against the Listing, this tolerance is exploitable the moment lots split: ten 1,000-piece Buyers shorted 50 pieces each is 500 pieces on a 10,000-piece Listing, which reads as exactly 5% and therefore as no claim at all, while every one of the ten has a real one. Re-base per allocation. [confirm with counsel]
  • Loss of or damage to goods in transit on Buyer-arranged freight. That is a matter between the Buyer and its carrier; file with the carrier and your insurer.
  • Conditions consistent with the Listing's Condition Grade or visible in the Listing images.
  • Buyer's remorse, resale performance, or market price movement.
  • Anything first raised after the applicable filing window.

4. Filing window

  • Standard disputes (Section 2, first four categories): within [5 business days] after confirmed delivery of the Lot. Non-fulfillment disputes may be filed any time after the [21-calendar-day] fulfillment deadline passes.
  • Counterfeit or stolen-goods claims: within [90 days] after confirmed delivery (Section 8).

When the window closes with no filing, the Buyer's acceptance of the Lot is unqualified and all claims under this Policy are permanently waived. Filing windows are enforced by the Platform's dispute form and are not extended for incomplete filings.

◆◆ NEEDS RECONCILING (15 Sep 2026) - a second clock now runs on the same event. Delivery starts both the Buyer's [5 business day] window and the 7-day uncontested period after which the Seller's held 2.8% is released to the Company. Those two periods must be reconciled deliberately: if the dispute window is longer than the release period, the Company will have released the fee before it knows whether the deal failed. Counsel and the owner should set them together rather than separately. Note also that a "waiver of all claims under this Policy" waives nothing the Buyer actually has once the Policy awards no money - the words will need to change to avoid over-claiming. [confirm with counsel]

5. How to file - the structured dispute form

Disputes are filed only through the Platform's "Report an issue" form on the Order. Email, phone, and Freight Thread messages do not open a dispute. A filing is complete only when it contains:

  1. The Order and the specific discrepancy category (Section 2).
  2. A discrepancy count - a piece-level and case-level statement of what was expected versus what was received (item, quantity, condition), in the structured fields provided.
  3. Photographs - clear photos of the goods as received, including the load on arrival, representative cases opened, affected pieces, and labels or markings supporting the claim.
  4. Delivery documents - the delivery receipt and signed bill of lading, with any shortage or damage noted at delivery, plus the packing list if provided.
  5. The remedy sought, chosen from the ladder in Section 7.

Incomplete filings are returned once for completion; the filing window is not paused while a Buyer completes a filing. Buyers should count, photograph, and annotate delivery documents at receiving - evidence created at delivery carries the most weight.

6. Adjudication

6.1 On a complete filing, the Platform notifies the Seller, who has [3 business days] to respond with evidence (pick photos, packing records, chain-of-title documents). No response permits adjudication on the Buyer's filing alone.

6.2 The dispute is decided by the Platform administrator in a single step. There is no mediation tier, no arbitration tier, and no appeal within the Platform. The administrator may request more evidence from either party, with [2 business days] to supply it.

6.3 A decision issues within [5 business days] after the record closes. The administrator's determination is final and binding on Buyer and Seller to the extent permitted by law, and both parties agree to it as the exclusive process for claims covered by this Policy.

6.4 The Seller's payout for a disputed Order is held from the moment a timely dispute is filed until the decision is implemented.

◆◆ VOID (15 Sep 2026) - there is no payout to hold. What the Company can do, and it is the entirety of its leverage, is withhold release of the Seller's own 2.8% fee while a dispute is open, and then release it or refund it to the Seller. That is a decision about the Company's receivable, not a remedy for the Buyer, and it must never be drafted so that a Buyer could read it as one.

§6.3's "final and binding" language also has to go: the Company cannot bind two parties on a claim it can award nothing on, and holding itself out as the final arbiter of a dispute it has no stake in invites exactly the fiduciary and good-faith arguments the venue posture exists to avoid. §§6.1 and 6.2 (notice to the Seller, response window, evidence requests) survive as procedure. [confirm with counsel]

7. Remedy ladder

◆◆ THE WHOLE SECTION IS VOID (15 Sep 2026). Every rung is funded from money the Company does not have and never receives. "Partial refund funded from the Seller's held payout" - there is no payout. "Full refund of the full Order total (including the platform fee)" - the Company was never paid the Order total and the Buyer was never charged a platform fee, so register item C4 is void rather than pending. "Refunds are paid through the original payment channel" - there is no original payment channel; the Buyer paid the Seller directly, by whatever means the two of them arranged. "If the held payout is insufficient, the Seller owes the difference" - owes it to whom, and collected by whom?

Delete §7 and replace it with the two things that are real: (1) the Company either releases the Seller's held 2.8% or refunds it to the Seller, on documented failure, and this is the only money decision the Company makes; (2) remedies between Buyer and Seller are whatever their own contract and applicable law provide - in practice, the Buyer withholding or reducing payment on net terms, because the Buyer will usually not have paid yet. Register item C5 (Seller pays a shortfall, Company charges the card for it) needs to be re-asked from scratch: the Company may have a contractual right to charge a Seller's card, but it has no standing to collect a Buyer's loss on the Buyer's behalf, and doing so would put it right back in the money-movement business. [confirm with counsel]

Remedies are calibrated to the substantiated discrepancy, in this order of preference:

  1. Partial refund (default). A refund to the Buyer proportional to the substantiated shortfall or misgrading, funded from the Seller's held payout. The Buyer keeps the Lot. This is the standard remedy for quantity shortfalls beyond tolerance and partial condition discrepancies.
  2. Full refund with return. Reserved for material failures: wrong product, wholesale misgrading, counterfeit findings, or non-fulfillment. The Buyer is refunded the full Order total (including the platform fee [confirm whether the platform fee is refunded]); return freight, where a return is ordered, is at the [Seller's] cost. For non-fulfillment, no return is involved and the refund is automatic on a verified filing.
  3. Other adjustments. Where neither fits, the administrator may order a negotiated equivalent (for example, a refund reflecting a partial rejection of specific cases).

Refunds are paid through the original payment channel. If the held payout is insufficient, the Seller owes the difference under the Seller Agreement within [10 business days] of invoice, and the Company may charge the Seller's card on file [confirm].

8. Counterfeit and stolen-goods claims

8.1 A claim that delivered goods are counterfeit or stolen may be filed within [90 days] after confirmed delivery, through the same form, marked accordingly. The filing must include the Section 5 evidence plus the basis for the allegation (brand-owner communication, authentication report, law-enforcement contact, or equivalent).

8.2 The Company may require the Buyer to preserve the goods, may hold or claw back the Seller's payout, and may share records with the brand owner and law enforcement. A substantiated claim results in a full reversal of the Order at the Seller's cost and the consequences in the Seller Agreement.

◆◆ PARTLY VOID (15 Sep 2026) - "hold or claw back the Seller's payout" goes; there is no payout. Everything else in §8 survives and matters more than ever, because it is the part of this document that does not depend on money: the [90-day] counterfeit and stolen-goods window, the preservation requirement, sharing records with brand owners and law enforcement, and the Seller-side consequences in Seller Agreement §10.3 (account termination, reporting). A "full reversal of the Order at the Seller's cost" is now a matter between Buyer and Seller; the Company's part is to refuse the fee, terminate the account, and report. Keep §8; re-word one limb.

8.3 Counterfeit claims are the only claims that survive the standard Dispute Window. They do not extend it for any other category.

9. Chargebacks

Filing a card chargeback on an Order eligible for this process, without first completing this process, is dispute abuse and grounds for suspension. The Company responds to chargebacks with the Platform's transaction record, including this Policy and the Buyer's agreement to it.

◆◆ WRONG PARTY (15 Sep 2026) - a Buyer cannot charge back to the Company, because the Buyer never paid the Company. The chargeback risk now runs the other way: a Seller disputing the 2.8% fee charged to its card. That is an entirely different clause - it needs the Seller's authorisation for the charge, the evidence the Company would submit, and the consequence of a Seller charging back a fee for an introduction it has already received and cannot return. A Buyer's chargeback against a Seller is between them and their banks; the Company is not in that chain and should say so. [confirm with counsel]

10. Abuse of process

The administrator may summarily deny filings that are repetitive, unsupported by the required evidence, or contradicted by delivery documents, and may suspend Members who file in bad faith, inflate discrepancy counts, or fabricate evidence. Suspension does not release either party from obligations on completed Orders.

11. Relationship to the other Platform Agreements

This Policy implements - and is limited by - the Terms of Service, the Buyer Agreement, and the Seller Agreement, including their as-is/where-is terms, warranty disclaimers, limitations of liability, and the rule that the Company is a venue and not a party to any Order. Nothing in this Policy makes the Company an insurer or guarantor of any transaction. Amounts refunded under this Policy are funded from Seller payouts and Seller obligations, not by the Company.

◆◆ LAST SENTENCE VOID; THE REST REINFORCED (15 Sep 2026) - "amounts refunded … are funded from Seller payouts" describes a mechanism that no longer exists. Strike it. The rest of this section is now stronger than when it was written: the Company is not an insurer, not a guarantor, and not a party - and it is now also not a payment intermediary, not a stakeholder, and not the holder of anyone else's money. The closing section of the rewritten document should say that affirmatively and in one place, and it should be the last thing a reader sees.

Draft prepared for review by counsel - not yet reviewed by an attorney. [DATE]