By accessing or using the GearSwap AI platform (“Platform”), including gearswap.ai and all related services, you (“User”, “you”, “your”) agree to be bound by these Terms of Use (“Terms”). If you are using the Platform on behalf of a business, you represent that you have authority to bind that business to these Terms.
If you do not agree to these Terms, you must not access or use the Platform.
These Terms, together with our Privacy Policy, constitute the entire agreement between you and HyperDrive Ventures PTY LTD (“GearSwap”, “we”, “us”, “our”), ACN 619 512 391, trading as GearSwap AI.
To use the Platform, you must:
- Be at least 18 years of age
- Be legally capable of entering into binding contracts under Australian law
- Provide accurate, current, and complete registration information
- Maintain the security of your account credentials
Business users must hold a valid Australian Business Number (ABN) where required for seller verification tiers or vendor subscriptions.
We reserve the right to refuse registration, suspend, or terminate any account at our sole discretion, with or without notice, for any reason including but not limited to suspected fraud, violation of these Terms, or conduct that we determine to be harmful to the Platform or its users.
3.1 You are responsible for maintaining the confidentiality of your account credentials, including your password and any two-factor authentication (2FA) methods.
3.2 You are responsible for all activities that occur under your account, whether or not authorised by you.
3.3 You must notify us immediately at support@gearswap.ai if you become aware of any unauthorised use of your account.
3.4 Accounts are subject to admin approval. We reserve the right to approve, deny, suspend, or revoke account access at our sole discretion.
3.5 You may not share, transfer, or sell your account credentials to any third party.
3.6 We may access and operate your account for support purposes (“admin impersonation”). All such access is logged for audit purposes.
GearSwap AI provides three core products:
4.1 Auction Intelligence
AI-powered vehicle damage assessments, auction listing analysis, and profit projection tools. Assessments are generated by artificial intelligence (GPT-4 Vision) and are provided as decision-support tools only. See Section 11 (AI Disclaimer) for important limitations.
4.2 Vendor Platform
Cloud-based yard management software including vehicle intake, parts inventory, POS, quoting, invoicing, transport management, CRM, and multi-channel sales integration. Provided as a Software-as-a-Service (SaaS) subscription.
4.3 Marketplace
An online marketplace connecting sellers of automotive parts with buyers. GearSwap acts as a platform facilitating transactions between independent buyers and sellers — GearSwap is not a party to any sale transaction between users. See Section 7 (Marketplace Terms) for specific marketplace conditions.
5.1 Pricing
Current pricing is published on gearswap.ai and may be updated from time to time. We will provide at least 30 days’ notice of any price increases to existing subscribers.
5.2 Subscription terms
- Vendor Platform subscriptions are billed monthly
- Subscriptions automatically renew unless cancelled before the next billing date
- No refunds are provided for partial months or unused portions of a subscription period
- We may offer promotional pricing, free trials, or credits at our sole discretion — these do not create ongoing entitlements
5.3 Marketplace commissions
- Commission is charged on the final sale price of completed Marketplace transactions
- Commission rates are set by GearSwap and may vary by seller tier (currently 4–6%)
- Commission is deducted from the sale proceeds before payout to the seller
- GearSwap reserves the right to adjust commission rates with 30 days’ notice
5.4 Auction Intelligence fees
- Pay-per-assessment and subscription plans are available
- Assessment credits do not expire unless your account is terminated
- No refunds are provided for completed assessments
5.5 Payment processing
- Marketplace payments are processed by Stripe via Stripe Connect
- Stripe’s terms of service apply to all payment transactions
- GearSwap is not responsible for payment processing failures, delays, or errors caused by Stripe or your financial institution
5.6 Taxes
- All prices displayed to Australian consumers are inclusive of GST where applicable
- Sellers on the Marketplace are responsible for their own tax obligations, including GST registration and reporting
- GearSwap will issue tax invoices for subscription and commission charges
You agree NOT to:
- Use the Platform for any unlawful purpose or in violation of any applicable law
- List, sell, or facilitate the sale of stolen vehicles, stolen parts, or any goods obtained through illegal means
- Misrepresent the condition, origin, or fitment of any part listed on the Marketplace
- Manipulate pricing, reviews, ratings, search rankings, or any other platform mechanism
- Create multiple accounts to circumvent restrictions, suspension, or termination
- Scrape, crawl, or extract data from the Platform except through provided APIs and tools
- Interfere with the operation, security, or performance of the Platform
- Upload malicious code, viruses, or any content designed to harm the Platform or its users
- Impersonate another user, business, or entity
- Use the Platform to harass, abuse, or threaten any other user
- Share personal contact information (phone numbers, email addresses) in Marketplace messages to circumvent platform transactions
- Reverse engineer, decompile, or attempt to extract the source code of the Platform
- Use AI assessment data to build a competing product or service
Violation of this section may result in immediate account suspension or termination, forfeiture of any pending payouts, and referral to law enforcement where appropriate.
7.1 Role of GearSwap
GearSwap operates the Marketplace as a platform connecting buyers and sellers. GearSwap is NOT a party to any transaction between a buyer and seller. GearSwap does not take title to or possession of any goods listed on the Marketplace.
7.2 Seller obligations
- Sellers are responsible for the accuracy of all listing information including descriptions, photos, condition grades, fitment data, and pricing
- Sellers must dispatch orders within the timeframe specified in their store settings
- Sellers must comply with Australian Consumer Law, including consumer guarantee obligations for goods sold to consumers
- Sellers are responsible for their own returns and warranty policies (which must meet or exceed the minimum requirements of Australian Consumer Law)
- Sellers must maintain valid Stripe Connect accounts for payment processing
- Sellers must not list parts from stolen vehicles or parts that cannot be legally sold
7.3 Buyer obligations
- Buyers must provide accurate shipping information
- Buyers must inspect parts promptly upon receipt and report any issues within the dispute resolution timeframe
- Buyers must not abuse the buyer protection system (e.g., false claims, chargeback fraud)
7.4 Condition grading
- GearSwap provides a standardised A/B/C/D/N condition grading system
- Sellers are solely responsible for accurately grading their parts
- GearSwap does not independently verify condition grades
- Disputes relating to condition grade accuracy are resolved through the dispute resolution process
7.5 Buyer protection
- GearSwap provides a dispute resolution process for transactions where goods do not match their listing description or condition grade
- Buyer protection is limited to the purchase price of the item (excluding shipping costs) and is available only for transactions completed entirely through the GearSwap Marketplace payment system
- GearSwap’s decision on disputes is final
7.6 Seller verification
- GearSwap offers multiple verification tiers (Unverified, ID Verified, Business Verified, Licensed Dismantler, Premium Seller)
- Verification indicates that certain checks have been completed — it does not constitute a guarantee, endorsement, or warranty of the seller or their goods
- GearSwap may revoke verification status at any time
8.1 Data ownership
- You retain ownership of the raw data you input into the Vendor Platform (vehicle records, parts inventory, customer contacts, transaction records)
- GearSwap retains ownership of the platform, software, algorithms, AI models, and all derived insights, analytics, aggregated data, and pricing intelligence generated from platform usage
- You grant GearSwap a non-exclusive, worldwide, royalty-free licence to use anonymised, aggregated data derived from your usage for the purpose of improving the Platform, generating market analytics, and building pricing intelligence tools (including the Parts Price Oracle)
8.2 Data portability
- You may request an export of your raw data at any time by contacting support@gearswap.ai
- Data exports will be provided in a commonly used format (CSV or JSON) within 30 days of request
- Derived insights, analytics, and AI-generated content are not included in data exports as they are GearSwap intellectual property
8.3 Service availability
- We target 99.9% platform uptime but do not guarantee uninterrupted service
- Scheduled maintenance will be communicated in advance where practicable
- We are not liable for any losses resulting from platform downtime, whether scheduled or unscheduled
8.4 Integrations
- Third-party integrations (Shopify, eBay, Facebook Marketplace, Gumtree, Stripe, shipping providers) are provided on an “as-is” basis
- GearSwap is not responsible for changes, outages, or data losses caused by third-party services
- Third-party terms of service apply in addition to these Terms for any integrated service
9.1 GearSwap’s IP
The Platform, including all software, code, algorithms, AI models, designs, logos, trademarks, documentation, and content created by GearSwap, is the exclusive property of HyperDrive Ventures PTY LTD. All rights are reserved.
9.2 User content
- You retain ownership of content you create and upload (photos, descriptions, listing content)
- By uploading content to the Platform, you grant GearSwap a non-exclusive, worldwide, royalty-free, sublicensable licence to use, display, reproduce, and distribute that content for the purpose of operating and promoting the Platform
- This licence survives termination of your account for content that has been incorporated into completed transactions, reviews, or aggregated datasets
9.3 AI-generated content
- Content generated by GearSwap’s AI tools (damage assessments, listing optimisations, pricing suggestions, AI assistant responses) is the intellectual property of GearSwap
- You are granted a non-exclusive licence to use AI-generated content for your own business purposes while your account remains active
- You may not resell, redistribute, or use AI-generated content to build a competing product
9.4 Feedback
Any feedback, suggestions, or ideas you provide regarding the Platform become the property of GearSwap. We are free to use such feedback without restriction or compensation.
10.1 The Auction Intelligence product collects and analyses publicly available data from third-party auction platforms (Pickles, IAAI, Manheim).
10.2 GearSwap does not guarantee the accuracy, completeness, or timeliness of data obtained from third-party auction platforms.
10.3 Vehicle listing data, images, and auction details sourced from third-party platforms remain the property of those platforms. GearSwap’s use of this data is for the purpose of providing analysis and intelligence services to its users.
10.4 You acknowledge that third-party auction platforms may change their data availability, terms of use, or technical access at any time, which may affect the availability or accuracy of Auction Intelligence features. GearSwap is not liable for any such changes.
THIS IS IMPORTANT — PLEASE READ CAREFULLY.
11.1 AI damage assessments, valuations, profit projections, and recommendations generated by GearSwap AI are produced by artificial intelligence (GPT-4 Vision and related models) and are provided for informational and decision-support purposes only.
11.2 AI assessments do not constitute:
- Professional mechanical inspections
- Certified vehicle valuations
- Financial advice
- Legal advice
- A guarantee of any vehicle’s condition, value, or profitability
11.3 AI assessments are based on analysis of photographs and available listing data. They cannot detect:
- Hidden mechanical faults
- Structural damage not visible in photographs
- Odometer tampering
- Encumbrance, finance, or stolen status (separate PPSR checks are required)
- Environmental contamination or flood damage not visible in photos
11.4 You acknowledge and agree that:
- AI assessments may contain errors, inaccuracies, or omissions
- You should not rely solely on AI assessments when making purchasing decisions
- You assume all risk associated with vehicle purchases made with or without reference to GearSwap AI assessments
- GearSwap accepts no liability for financial losses arising from decisions made based on AI assessment outputs
11.5 AI-suggested maximum bid prices and profit projections are estimates only and should be verified through independent research and professional inspection before acting upon them.
12.1 To the maximum extent permitted by law, GearSwap’s total aggregate liability to you for any claims arising out of or relating to these Terms or your use of the Platform is limited to the total fees paid by you to GearSwap in the 12 months preceding the claim.
12.2 To the maximum extent permitted by law, GearSwap is NOT liable for:
- Indirect, incidental, special, consequential, or punitive damages
- Loss of profits, revenue, data, business opportunities, or goodwill
- Losses arising from third-party actions, services, or products
- Losses arising from reliance on AI assessments, valuations, or recommendations
- Losses arising from platform downtime, data loss, or service interruptions
- Losses arising from unauthorised access to your account due to your failure to maintain security
- Losses arising from transactions between buyers and sellers on the Marketplace
12.3 Australian Consumer Law
Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot be excluded, restricted, or modified by agreement.
Where GearSwap’s liability cannot be excluded under Australian Consumer Law, it is limited (at GearSwap’s option) to:
- For goods: replacement, repair, or refund of the purchase price
- For services: resupply of the service or payment of the cost of having the service resupplied
You agree to indemnify, defend, and hold harmless GearSwap, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
- Your use of the Platform
- Your violation of these Terms
- Your violation of any applicable law or regulation
- Any content you upload, post, or transmit through the Platform
- Any transaction between you and another user on the Marketplace
- Any claim by a third party arising from your use of the Platform
- Any inaccuracy in information you provide to GearSwap, including listing descriptions, condition grades, and seller verification information
14.1 By you
- You may close your account at any time by contacting support@gearswap.ai
- Active subscriptions must be cancelled before account closure — no refunds for remaining subscription periods
- Pending Marketplace transactions must be completed or cancelled before account closure
- Data retention and deletion is governed by our Privacy Policy
14.2 By GearSwap
- We may suspend or terminate your account immediately, with or without notice, if we reasonably believe you have violated these Terms, engaged in fraudulent activity, or pose a risk to the Platform or its users
- We may suspend or terminate your account with 30 days’ notice for any other reason, including discontinuation of services
- Upon termination, your licence to use the Platform ceases immediately
- We may retain your data as required by law and as described in our Privacy Policy
- Pending Marketplace payouts will be processed to the extent that transactions have been completed and are not subject to dispute
14.3 Effect of termination
Sections 9 (IP), 11 (AI Disclaimer), 12 (Liability), 13 (Indemnification), and 16 (Governing Law) survive termination.
15.1 We may modify these Terms at any time by posting the updated Terms on the Platform and updating the “Last Updated” date.
15.2 For material changes, we will provide at least 14 days’ notice via email or in-platform notification before the changes take effect.
15.3 Your continued use of the Platform after the effective date of any modifications constitutes acceptance of the updated Terms.
15.4 If you do not agree with modified Terms, you must stop using the Platform and close your account before the effective date.
16.1 Governing law
These Terms are governed by and construed in accordance with the laws of New South Wales, Australia.
16.2 Jurisdiction
You submit to the exclusive jurisdiction of the courts of New South Wales, Australia, and any courts of appeal therefrom, for the resolution of any disputes arising under these Terms.
16.3 Dispute resolution
Before commencing legal proceedings, you agree to first attempt to resolve any dispute by contacting us at support@gearswap.ai. We will endeavour to resolve disputes within 30 days of notification.
17.1 Entire agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and GearSwap.
17.2 Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force and effect.
17.3 Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
17.4 Assignment: GearSwap may assign its rights and obligations under these Terms without your consent. You may not assign your rights without our written consent.
17.5 Force majeure: GearSwap is not liable for any failure to perform due to causes beyond its reasonable control, including natural disasters, government actions, pandemics, internet disruptions, or third-party service failures.
17.6 Notices: Notices to GearSwap should be sent to support@gearswap.ai or by post to PO Box 6250, Norwest NSW 2153. Notices to you will be sent to the email address associated with your account.
If you have any questions about these Terms of Use:
GearSwap AI
HyperDrive Ventures PTY LTD
PO Box 6250, Norwest NSW 2153
Email: support@gearswap.ai
Website: gearswap.ai
