SBD

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Client Services Agreement

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SOURCE BUILD DELIVER

Exotic vehicle sourcing, acquisition and customization coordination

The deal in plain English

  • The standard brokerage fee is 3% of the Vehicle Purchase Price unless the Deal Sheet says otherwise.

  • The fee is earned when Client commits to the purchase, not when the Vehicle is delivered.

  • Quoted prices may include Company markups, margins, spreads, discounts, commissions or referral compensation.

  • Company coordinates independent sellers and vendors; Company is not the seller or hands-on repair shop and gives no warranty.

  • Introductions are protected for 12 months, and disputes are handled by individual arbitration.

This Client Services Agreement (the "Agreement") is between the business signing as SBD ("Company") and the Client identified above. It applies to each vehicle transaction documented in a signed Vehicle Deal Sheet (a "Deal Sheet"). A Deal Sheet controls only where it expressly changes this Agreement.

1. Company's Role and Services

Client appoints Company as a limited independent vehicle sourcing and coordination provider. Selected services may include market research, vehicle and seller introductions, pricing and negotiation support, document and history-report coordination, inspection coordination, financing or insurance referrals, transportation, customization, delivery, storage and resale assistance.

Company is not the vehicle seller, dealer of record, owner, manufacturer, lender, insurer, escrow agent, fiduciary, appraiser, attorney, mechanic, repair facility or motor carrier. Company does not take title, inventory or display a Vehicle for resale under this Agreement. The Vehicle purchase is directly between Client and the lawful seller, and purchase funds must go directly to that seller unless a separate lawful written arrangement states otherwise.

Company may decline or pause any request that appears unsafe, unlawful, misleading, impractical or outside Company's authority. If a service requires a license, bond, insurance or permit Company does not hold, Client must contract directly with a properly authorized third party or Company may limit its role to a referral.

2. Client Duties

Client represents that Client is at least 18, has authority to sign and will provide accurate identity, payment, insurance, financing, registration, tax and transaction information. Client is responsible for the final purchase decision, independent advice, insurance, taxes, title, registration, financing and lawful use of the Vehicle.

Client will not use Company for a straw purchase, title or odometer fraud, tax or sanctions evasion, money laundering, prohibited export, stolen property, insurance fraud, illegal emissions defeat or any other unlawful purpose. Company may request identity, authority and source-of-funds records and may terminate for compliance concerns.

3. Brokerage Fee and Other Compensation

Standard fee. Unless the Deal Sheet states otherwise, Client pays a success fee of 3.00% of the Vehicle Purchase Price (the "Brokerage Fee"), with no standard minimum. "Vehicle Purchase Price" is the agreed cash selling price before trade credits, excluding taxes, government fees, financing, insurance and separately stated transportation.

When earned. The Brokerage Fee is earned at the earliest of: (a) signing or accepting a buyer's order, purchase agreement, lease or similar commitment; (b) paying or authorizing a deposit or purchase funds; (c) giving written approval to proceed; or (d) completing a protected transaction under Section 5. It is due that day, whether paid directly, securely processed or remitted by a dealer at closing.

Why it remains earned. The Brokerage Fee pays for sourcing, access, research, introductions and negotiation work. Once earned, it is nonrefundable even if Client later cancels, cannot finance, refuses delivery or does not complete the purchase, except where law requires otherwise or the failure is caused solely by Company's uncured material breach.

Markups and other compensation. Customer-facing prices may include Company commissions, markups, margins, rebates, discounts, referral compensation or spreads. Company may be paid by Client, a seller or a vendor and may retain a negotiated discount. Client approves the quoted total and has no right to audit Company's cost, vendor invoice or margin unless law requires disclosure. Relationship pricing may save money, but the lowest price is not guaranteed.

4. Payment Methods and Collection

Company may require a tokenized U.S. bank account and backup card through a secure processor. No full card number, CVV, banking password, seed phrase or private key belongs in this Agreement. Any automatic debit or charge must follow a separate payment authorization, law and processor rules.

Late amounts may accrue the lesser of 1.5% per month or the lawful maximum, plus reasonable collection costs and attorneys' fees where allowed. Client will report billing errors to Company first and will not submit a knowingly false chargeback or ACH return; legitimate legal and network rights remain.

Crypto is accepted only to Company's designated wallet and network. Payment is final after required confirmations; Client bears network and wrong-address risk. Credit and any required refund use the USD invoice value, not later token value. Seller crypto payments are separate from Company.

5. Communication and 12-Month Fee Protection

During an active deal, pricing and negotiation with a seller or dealer go through Company. Client may contact them for identity, credit, financing, insurance, payment, title, registration, signatures, confidential information, delivery or post-purchase service, and will keep Company informed of deal-related communications.

For 12 months after Company introduces a Vehicle, seller, dealer or confidential opportunity, Client will not redirect, delay or use another person to avoid Company compensation. If Client or a related person acquires the introduced Vehicle or completes a substantially related purchase resulting from Company's work, the Brokerage Fee remains due. A relationship disclosed and actively pursued before Company's introduction is excluded.

Client authorizes Company to confirm commitment and closing. The communication restriction ends at purchase, sale to another buyer or Company's written closure of the deal and never prevents ordinary post-purchase contact.

6. Cancellation and Termination

Either party may end an uncompleted engagement in writing, but earned fees, approved orders, committed expenses and the 12-month protection survive. Ordered parts, scheduled labor, vendor deposits, shipping and approved Company margin remain payable; unused, uncommitted funds are returned after reconciliation. Company may pause or terminate for nonpayment, false information, unsafe conditions, unlawful instructions, missing insurance or material breach.

7. Vehicle Condition, PPI and Third Parties

Vehicles and third parties. Sellers, dealers, inspectors, carriers, shops, installers, suppliers, lenders and insurers are independent. Company may coordinate them but does not control or guarantee their title, statements, pricing, timing, financing, workmanship, products or performance. Claims concerning a third party belong against that party, although Company may assist with communication.

Inspection. Client decides whether to buy and is responsible for reviewing the Vehicle, title and records. Company recommends an independent pre-purchase inspection ("PPI"), which is an extra-cost service. If Client declines, Client accepts the increased risk of undiscovered mechanical, structural, cosmetic, electronic, title, odometer, accident, flood, fire, theft, repair, authenticity, modification and safety issues. Company does not guarantee an inspection or history report.

8. Transportation, Custody and Delivery

Transportation is performed by independent licensed carriers or brokers, and dates are estimates. Carrier damage, delay, theft and loss claims follow the carrier's documents and insurance. Client must inspect at delivery, note carrier damage on the bill of lading and report visible damage, missing items or obvious installation issues with photographs within 48 hours.

Company or an authorized driver may possess, store, test-drive or deliver a Client Vehicle only under a separate custody authorization and written insurance confirmation covering the driver and business use. Company may refuse if coverage is unclear. Client pays storage and redelivery costs after reasonable pickup notice.

9. Modifications and Re-Modification

Company coordinates independent shops, installers and suppliers and does not perform hands-on work. Before ordering or scheduling, Client must approve a work order or quote stating the customer-facing scope, parts or part category, finish, price and estimated timing. Company may require advance payment. Changes require written approval.

Renderings are concepts. Actual color, weave, gloss, texture, panel gap, fitment, ride height, sound and finish may vary. Modifications may affect factory warranty, insurance, finance or lease terms, safety systems, emissions, drivability and resale. Client must make required disclosures and follow cure-time, washing, use and maintenance instructions.

Company gives no parts, installation or workmanship warranty; any available warranty belongs to the manufacturer, shop or installer. If a part loosens, adhesive fails or another issue appears, Client must stop unsafe use, send photographs, preserve the part and, when local and practical, allow vendor inspection. Company may coordinate a claim but need not repair, replace, refund or pay unless separately agreed or legally required.

Every re-modification, replacement or changed design is a new project requiring a new scope, price and approval. Returning the Vehicle does not prove a defect or admit a warranty. Client accepts the risks of removing or altering prior parts and finishes.

10. Confidential Sourcing and Media

Company's seller, shop, installer and supplier relationships, internal orders, discounts, costs and sourcing methods are confidential. Company may coordinate a claim without disclosing them and need not provide invoices or order records except when legally required or reasonably necessary for a documented safety, warranty, fraud, insurance or government matter. Client retains access to documents the law entitles Client to receive.

Unless Client selects OPT OUT in the Deal Sheet, Company may use vehicle-only images or video in its portfolio, website and social media. Without separate permission, Company will not intentionally publish Client's name, face, address, financial documents, visible plate, VIN or other personal information.

11. No Company Warranty and Assumption of Risk

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S SERVICES AND INFORMATION ARE PROVIDED "AS IS." COMPANY DISCLAIMS ALL WARRANTIES BY COMPANY, INCLUDING MERCHANTABILITY, FITNESS, TITLE, CONDITION, AUTHENTICITY, ACCURACY, RESULTS, WORKMANSHIP, MARKET VALUE AND RESALE VALUE, EXCEPT A WARRANTY LAW DOES NOT ALLOW COMPANY TO DISCLAIM.

Client accepts the financial, mechanical, cosmetic, safety, title, tax, registration, insurance, transportation, modification, market and resale risks. A favorable, discounted or relationship-based price is not a guarantee of savings, future value, condition or performance.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS OWNERS, MANAGERS, EMPLOYEES, AGENTS AND AFFILIATES ARE NOT LIABLE FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; LOST PROFIT OR OPPORTUNITY; DIMINISHED VALUE; LOSS OF USE; RENTAL, TOWING OR STORAGE COSTS; OR LOSS CAUSED BY A THIRD PARTY.

THEIR TOTAL LIABILITY FOR A TRANSACTION WILL NOT EXCEED THE COMPENSATION COMPANY ACTUALLY RETAINED FOR THAT TRANSACTION, EXCLUDING TAXES AND SELLER OR VENDOR AMOUNTS. These limits do not apply where prohibited or to Company's fraud or willful misconduct to the extent it cannot be limited.

13. Client Indemnification

To the maximum extent permitted by law, Client will defend, indemnify and hold Company and its personnel harmless from third-party claims, fines, losses and reasonable attorneys' fees caused by Client's breach, false information, unlawful instruction or use, unauthorized driver, failure to insure or disclose modifications, tax/title/registration/import/export violation, unsafe operation, racing or misuse. This excludes claims caused by Company's fraud or willful misconduct and any legally prohibited indemnity.

14. Individual Arbitration; Class and Jury Waivers

Notice first. Before filing, the complaining party must describe the dispute, requested relief and supporting records in writing and allow 10 business days for a good-faith remote conference. Emergency relief and filing deadlines remain protected.

Binding arbitration. Except for individual small claims, every dispute relating to this Agreement, a Deal Sheet, the Services, a Vehicle, vendor or payment will be decided by final individual arbitration administered by the American Arbitration Association ("AAA"). Its Consumer Rules apply when legally required; otherwise its Commercial Rules apply. If AAA cannot administer, JAMS or another agreed administrator will be used. The Federal Arbitration Act governs. Proceedings are remote unless the arbitrator requires otherwise, and the arbitrator may grant any individual remedy available by law.

Individual claims only. NEITHER PARTY MAY BRING OR JOIN A CLASS, COLLECTIVE, CONSOLIDATED, MASS OR REPRESENTATIVE ACTION EXCEPT WHERE WAIVER IS PROHIBITED. THE ARBITRATOR MAY NOT COMBINE DIFFERENT CLIENTS' CLAIMS WITHOUT CONSENT. EACH PARTY WAIVES A JURY TRIAL FOR A DISPUTE NOT ARBITRATED. Fees and remedies follow the administrator's rules and law.

Either party may use small-claims court or seek temporary court relief to preserve property, prevent circumvention or confidential-information misuse, compel arbitration or enforce an award. Permitted court cases belong in Miami-Dade County, Florida, unless mandatory law requires otherwise.

15. Florida Law and General Terms

Florida law governs this Agreement, except that the Federal Arbitration Act governs arbitration and mandatory law may apply based on the transaction. The parties are independent contractors; neither may bind the other. A seller or vendor is not Company's agent and is not a third-party beneficiary of this Agreement.

Notices may be sent to the latest email, phone number or address supplied by a party. Client agrees to electronic records, signatures, invoices and notices and can download or request a copy. Email, text and WhatsApp approvals reasonably attributable to the sender count as written approval, but formal legal process must follow applicable law.

This Agreement, signed Deal Sheets, approved work orders and written changes are the complete agreement. A customer-facing Company quote controls over Company's underlying cost. Changes and waivers must be written; a waiver once is not a continuing waiver. Client may not assign this Agreement without Company's written consent. Company may assign it to a lawful successor to the business.

If a provision is invalid, it will be enforced to the lawful maximum or severed, and the rest remains effective. Electronic signatures and counterparts are originals. Headings are for convenience. "Including" means "including without limitation." Company is not liable for delay outside its reasonable control, but force majeure does not excuse an amount already earned, ordered, spent or committed.

Sections concerning earned compensation, 12-month protection, payment, confidentiality, cancellation reconciliation, warranties, risk, liability, indemnity, disputes, guaranty and general terms survive termination. Nothing in this Agreement waives a right or duty that applicable law does not permit the parties to waive.

Services

Sourcing / research • Negotiation • History / documents • PPI • Finance / insurance referral • Transportation • Modifications • Custody / delivery • Storage / resale