Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Daytime Consulting ("we", "us", "our"), the operator of Soda at soda.watches (the "Platform"). By applying for, accessing or using the Platform you agree to these Terms and to the policies they refer to, including our Privacy Policy, Community Guidelines, Auction Rules and KYC/KYB Policy. If you do not agree, do not use the Platform.

1. Who can use the Platform

Soda is a trade-only network for professional watch dealers. It is not open to consumers.

You must be at least 18 years old and have legal capacity to enter into contracts.
You must be acting on behalf of a genuine business that buys and sells watches in the course of trade (for example a retailer, wholesaler, pre-owned dealer, auction house or watchmaker).
You must pass our identity (KYC) and business (KYB) verification before you can list, bid, message or trade. We may refuse or revoke access at our discretion, including where we cannot verify you to our satisfaction.
If you register on behalf of a business, you confirm that you are authorised to bind that business, and "you" in these Terms includes that business.

2. Your account, your company and your employees

You are responsible for everything that happens under your account. Keep your login details confidential, enable the security features we offer (such as two-factor authentication), and tell us immediately at support@soda.watches if you suspect unauthorised access. You must keep your business and contact details, including your mobile phone number, accurate and up to date.

One company, one account. Each company account belongs to one verified business.
Employee accounts. On the Team plan, the business may add employee accounts. Each employee has their own login, is shown as linked to the business, and must complete the identity checks we require. Employee accounts may only be used by that business's genuine staff. The business is responsible for what its employees do on the Platform.
Real names. Every user is shown to other dealers by their real name, company name and company rank (Owner, Admin or Employee), in the format Full Name (Company Name) [Rank], together with the flag of their country, on listings, bids, messages, reviews, vouches and the dealer directory. You must not use a false name or impersonate anyone.

3. What the Platform does, and what it does not do

The Platform provides tools that help verified dealers find each other and agree trades: a marketplace, Mark as Sold, offers, trade offers, "Sold to a dealer" records, live auctions, Looking For posts, an inventory manager, a dealer directory, vouches and follows, messaging, deal records and deal documents, invoices, a feedback channel and related services.

We are not a party to any transaction between dealers. Unless we expressly agree otherwise in writing (for example under the Middleman Service Terms):

We do not buy, sell, own, hold, inspect or take possession of any watch listed on the Platform.
We do not act as agent, broker, auctioneer of record, escrow agent or payment processor for any dealer.
We do not guarantee the existence, authenticity, condition, legality or title of any item, or the identity, solvency or conduct of any dealer beyond the verification checks described in our KYC/KYB Policy.
Any contract of sale is formed directly between the buying dealer and the selling dealer.

Verification badges, ratings and vouches mean only what they say at a point in time. They are not an endorsement by us.

4. Payments between dealers happen off-platform. No commissions.

Dealers settle trades directly with each other, using payment and shipping arrangements they agree between themselves. The Platform does not process, hold or transmit payments between dealers, and we charge no commissions on dealer-to-dealer trades. This includes the cash difference in a trade offer (section 8): it is paid directly from one dealer to the other, never to or through us.

You must not use the Platform's payment features (which exist only to pay us for subscriptions and services, such as the Middleman Service) to move money to another dealer. Showing secure, verified payment details inside a deal does not mean we process, hold or guarantee any payment. You are solely responsible for performing your own due diligence, for choosing safe payment methods, and for complying with anti-money-laundering, sanctions, tax, customs and consumer laws that apply to your trades.

5. Payment details and how changes are confirmed

Each company stores the payment details it uses to receive money from other dealers, and its shipping addresses, in its profile. These details are shown only to the other party inside a deal, never in public listings or chat.

Self-confirmed changes. When someone edits a company's payment details, the change is saved as pending. We send a confirmation request to the account owner by email, using the contact details already on file. The change takes effect only once the account owner confirms it. There is no separate staff approval.
Expiry. Unconfirmed changes expire after 24 hours.
"This wasn't me". If the account owner reports that they did not make the change, it is cancelled, all sessions on the account are logged out and our team is alerted.
Notices to counterparties. Company admins are notified of every change. Dealers with an open deal with the company are notified, and the deal page shows "Payment details changed on [date]".
Your responsibility. You are responsible for keeping your contact details and account secure so that only you can confirm changes. Before sending money, check the details shown in the deal, and if they changed recently, confirm them by phone using a number you already trust. We are not responsible for payments sent to an account you did not verify with the other dealer.

6. Plans, billing and prices

Access to the Platform requires a paid subscription. One subscription gives full access to every feature of your plan, including the Accessories & Parts marketplace; there is no initiation fee, no deposits or per-action charges, and no commissions on trades. Prices and plan features are shown on the Platform at the time of purchase and may change from time to time.

Plans. We offer two plans, Solo (one account) and Team (employee accounts for your staff, and publishing your watches to your own retail channels). Every trading and marketplace feature is the same on both plans. Team adds employee accounts and the ability to publish your watches to your own Shopify store, eBay and Chrono24 listings. Team: includes 5 seats for your staff (you're not counted). Need more? Add 5 seats for $100 USD/month. Both can be billed monthly or yearly. You can upgrade from Solo to Team at any time from your billing settings.
Seats and seat packs. On the Team plan, the business owner never uses a seat; every admin and employee does, including people waiting for their identity check and people invited but not yet joined. Suspending or removing someone frees their seat straight away. Extra seats come in packs of 5, billed with your subscription ($100 USD a month per pack on monthly billing, $1,000 USD a year on yearly billing, at the prices shown when you buy). A pack you add is charged straight away for the rest of your current billing period, and its seats are available once that payment goes through. A pack you remove stays until the end of the period you have paid for, and you can only remove one if the seats in use fit within your new limit. To keep accounts secure, the number of times you can put a different person into a seat in a calendar month is limited (shown in your team settings); contact support if you need more. If you switch from Team to Solo, your seat packs end on the date of the switch.
Card at signup, charged on approval. When you apply, you choose a plan and billing period and add a payment card through our payment provider, Stripe. Your card is not charged until your account is approved. On approval your subscription starts automatically. If you applied with a valid referral code, your first month is free and your card is first charged when that free month ends. If your application is declined, you are not charged and the saved card is removed.
Billing. By subscribing you authorise recurring charges to your chosen payment method until you cancel.
No free trials. We don't offer free trials. Free months, for example from our Founding Member offer or a referral, move your first charge to a later date; you will be charged automatically when they end unless you cancel beforehand, and we email you about 7 days before your first charge.
Renewal and cancellation. Subscriptions renew automatically at the end of each billing period. You can cancel at any time in your account settings; cancellation takes effect at the end of the current period.
Free months. Free months earned through our Referral Program, or granted by us, each move your next billing date back by one month. They apply to monthly and yearly plans and stay on your account while it is active, including if you upgrade from Solo to Team. Free months have no cash value, cannot be transferred or exchanged, and are forfeited if your account is closed for fraud.
Currency. All prices on the Platform, including listing prices, bids, offers, plans and fees, are in US dollars (USD). Where the Platform shows an amount in another currency, it is an approximate estimate based on a recent exchange rate, for reference only; the USD amount is the price that applies. Subscriptions are billed in USD, and your bank may apply its own conversion rate and fees.
Taxes. Prices exclude applicable taxes unless stated. You are responsible for any sales tax, VAT, GST or similar tax.
Boosts. You can optionally pay to promote ("boost") a listing or auction for a set time. Boosts are charged to your card on file when you buy them, are non-refundable once the boost has started, except where a Platform error stopped the boost from running, and never change which searches a listing appears in. Free boosts earned through the Referral Program have no cash value.
Refunds. Refunds are governed by our Refund & Cancellation Policy.

Failed payments and restricted mode

You must keep a working payment method on file. If a subscription payment fails:

Grace period. You keep full access for a grace period (currently 3 days; the period that applies is the one shown in the Platform at the time) while our payment provider retries your card. We tell you by email and in-app banner, and remind you 24 hours before the grace period ends. These billing alerts are part of the service and cannot be switched off.
Restricted mode. If the payment is still outstanding when the grace period ends, your company's account becomes restricted until a payment succeeds. The same applies when your subscription has ended (for example after you cancel and the paid period runs out) or has never started. Restricted mode applies to the whole company, including its employees; only the Owner or an Admin can update the payment method.
What is blocked. While restricted, your company cannot browse the marketplace, auctions, accessories, directory or Looking For posts; publish or relist items; bid; Mark as Sold; make, counter or accept offers or trade offers; record a "Sold to a dealer" sale or confirm one; buy or start boosts; create or respond to Looking For posts; create, edit or cancel auctions; invite, add or reinstate employees; vouch for other dealers; or change plans. Other dealers are told only that the listing or dealer is not available right now.
What still works. You can still sign in, use billing (including restarting a subscription), read and send messages in existing conversations and with businesses you already deal with, manage your own inventory, drafts and invoices, complete deals already in progress (payments, tracking, receipts, confirmations and documents), decline or withdraw offers and requests, remove employees, read announcements, send feedback and contact support. Obligations you already have, including deals in progress, accepted offers and trade offers and auction results, stay binding.
Hidden, not deleted. Your live listings and Looking For posts are hidden from other dealers (including search and matching) but are not deleted and do not change status. Open offers and requests are frozen, not cancelled. Running boosts are paused and resume with their remaining time. Auctions already running continue to their end, and bids on them stay binding. Past sales stay visible as comps.
Restoring access. As soon as a payment succeeds, full access returns automatically: your listings reappear, paused boosts resume and we let you know. We do not delete your account or data because of a failed payment; continued non-payment may lead to closure under section 13, and we keep a restricted account for at least 90 days and tell you before we close it.

7. Your content and listings

You keep ownership of the content you upload (photos, videos, descriptions, messages). You grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display and adapt that content for the purpose of operating, improving and promoting the Platform.

You promise that your content is accurate, that you have the rights to it, and that every listing describes an item you own or are authorised to sell, with honest disclosure of condition, originality of parts, service history, box and papers, and any known issues. Listings and conduct must comply with our Community Guidelines.

Disclosures. Listing details and disclosures (for example condition, set, link count, whether a bracelet or strap is original, aftermarket parts and known issues) are statements you make to buyers. False or misleading disclosures, including aftermarket parts sold as genuine, are grounds for a dispute and a strike under sections 10 and 14. A snapshot of the listing's details is kept with every deal as a record.
Accessories and parts. Every accessory or part must be labelled Genuine or Aftermarket, and that label cannot be hidden. Aftermarket items must be described as "fits [brand/model]" and must never be presented as the brand's own product.
Sold listings and comps. When an item sells, its listing stays visible to verified dealers as a comparable sale ("comp") for pricing research, showing the seller's name and company and the price. We may hide a comp from these results, for example where a sale was cancelled or the price was entered in error.

Private fields, such as the cost price and notes in your inventory manager, are visible only to your own company (and to our staff where section 12 allows). They are never shown to other dealers, except that a private inventory item you choose to include in a trade offer is shown to the other party in that offer (section 8).

Deal documents. Either business in a deal can attach documents to it (for example an invoice, receipt or shipping document). The business that uploads a document is responsible for its contents and for having the right to share it. Documents are visible to both businesses in the deal and to our authorised staff; each time a document is opened or downloaded, the view is recorded and the other business can see that it was viewed. A removed document disappears for both businesses but is kept for our staff as a record (for example for a dispute). Invoices you create with our invoice tool are your own documents, issued in your name.
Feedback. If you send us feedback, ideas or suggestions (for example through "Send feedback"), you agree that we may use, adapt and act on them freely, for any purpose, without any obligation to you, payment or credit. We are not obliged to reply to, keep confidential or implement any feedback. Please do not include confidential information or other people's personal information in feedback.

8. Mark as Sold, offers, trade offers and direct sales

Several ways of agreeing a sale on the Platform create binding commitments. Each is confirmed in the Platform with a clear warning before it is sent. Backing out of a binding commitment can lead to a strike under section 10. Cancelling by mutual agreement never results in a strike.

Mark as Sold

On a fixed-price listing, a buyer can tap Mark as Sold to commit to buying the item at the listed price.

Marking as Sold is a binding commitment to buy on the terms of the listing. Backing out counts against your reliability score.
We may limit how many unconfirmed Mark as Sold requests a buyer can have open at the same time.
The first buyer to confirm wins. The listing then shows Sold (pending) and other buyers may join a backup queue.
The seller must confirm or decline within the time shown (24 hours unless the Platform shows otherwise). Once the seller confirms, the listing shows Sold and a deal record is created. If the seller declines or does not respond, the next buyer in the queue may be offered the item.
A buyer who backs out after the seller confirms, or a seller who does not honour a confirmed sale, may receive a strike under section 10. Cancelling by mutual agreement never results in a strike.

Offers

On a listing that accepts offers, a buyer can offer their own price.

An offer is binding. If the seller accepts it, the buyer is committed to buy at the offered price, and a deal record is created. A seller who accepts an offer is equally committed to sell at that price.
Each offer stays open for the period the buyer chooses from the options shown (currently 24 hours, 48 hours or 7 days) unless it is withdrawn, declined or countered first. The seller can accept, decline or make a counter-offer; a counter-offer is binding on the person who makes it in the same way.
When a deal is agreed on an item, every other open offer and request on that item is closed automatically.

Trade offers

On a fixed-price listing that is marked Open to trades, a dealer can propose a trade: one or more items they would receive, one or more items they would give from their own inventory, and optionally a cash difference paid by either side. Auctions never take trade offers.

Trade offers are binding once accepted. If the other dealer accepts, both sides are committed to complete the trade, and backing out counts as a strike. Counter-offers (which may change the items on either side and the cash) are binding on the dealer who makes them in the same way. The sender can withdraw an offer before it is answered.
Private items. You may offer items from your private inventory. A private item in a trade offer is shown only to the other party in that offer, never publicly, and must be described with the same details and disclosures as a published listing. Your disclosures about every item you offer are statements to the other dealer under section 7.
On acceptance every item in the trade is marked as pending, every other open offer, request, trade offer or direct sale on those items is withdrawn, and a trade deal is created with a record of each item as offered. If an item is no longer available, the trade offer is cancelled and both sides are told.
Cash difference first. Where the trade includes a cash difference, the paying dealer must pay it, directly to the other dealer using the verified payment details shown in the deal, within the deadline shown (currently 48 hours), and the receiving dealer must confirm receipt, before anyone ships. We never receive, hold or transmit the cash difference (section 4).
Shipping. Unless both dealers agree other terms in the deal, each dealer ships their own item and pays for its shipping. Each shipment has its own tracking and receipt confirmation, and the trade is complete when both sides have confirmed receipt (and the cash, where there is any).
Middleman. If the dealers use our Middleman Service for a trade, each watch is handled as its own booking, with its own fee based on that watch's value, paid by the dealer sending it, so a two-way trade has two fees.
Strikes on trades. A dealer who backs out after acceptance, a cash payer who does not pay by the deadline, or a dealer who does not ship their side once the other side is ready may receive a strike under section 10.

Sold to a dealer (direct sales)

A seller who has agreed a sale with another verified dealer can record it on the Platform with Sold to a dealer, naming the buyer, the price and the shipping terms.

The buyer is asked to confirm the purchase within the time shown (currently 48 hours). Nothing is binding on the buyer until they confirm. Once the buyer confirms, the sale is binding on both sides and a deal record is created; backing out afterwards counts as a strike. Confirming also confirms the shipping terms.
While the buyer has not answered, the item is held for them (shown as Sale pending, or held units for accessories) and cannot be published or sold to anyone else. The seller can withdraw the proposal before the buyer confirms. If the buyer declines or does not answer in time, the hold ends.
The buyer's and seller's payment and shipping details are shown to each other only once the buyer has confirmed.

9. Auctions and Looking For posts

Auctions run on the Platform are subject to our Auction Rules, which form part of these Terms. In short: there are no bid deposits; bids are binding offers to buy, and failing to complete a won auction results in a strike; bid histories are fully transparent and show each bidder's real name, company and rank; any bid placed in the final minutes of an auction extends it (a "soft close") as described in the Auction Rules; and there are no reserve prices: the seller's protection is the starting price, and an auction that ends with at least one bid is a binding sale to the highest bidder. Looking For posts are invitations to offer and do not by themselves create an obligation to buy.

10. Reliability scores and strikes

Trust on the Platform is protected by verification, transparency and reputation. Profiles show each dealer's completed deals, completion rate and number of active strikes, alongside ratings and vouches.

When a strike can be given. A buyer backs out after the seller confirms a Mark as Sold; either side backs out of an accepted offer or trade offer, or of a "Sold to a dealer" sale the buyer has confirmed; an auction winner does not complete the purchase; a buyer, or the cash payer in a trade, does not pay by the deadline; a dealer does not ship their side of a trade; a seller does not honour a confirmed sale or an auction that ended with at least one bid; a listing's disclosures turn out to be false or misleading (including aftermarket parts sold as genuine); or our staff issue one after a dispute.
How it works. The affected dealer reports it from the deal page. The other dealer then has 48 hours to respond. If they do not respond, the strike is applied automatically. If they contest it, it goes to our team as a dispute under our Dispute Resolution Policy. Cancelling a deal by mutual agreement never results in a strike.
Consequences. One strike: a warning. Two strikes: auction bidding, Mark as Sold, offers, trade offers and confirming "Sold to a dealer" purchases are paused for 30 days. Three strikes: the account is suspended pending review by our team. The thresholds that apply are those shown in the Platform at the time.
Expiry and removal. Strikes expire after 12 months. Our staff may remove a strike, with a recorded reason.

11. Prohibited conduct

You must not: list or trade counterfeit, replica, stolen or illegal goods, including counterfeit or replica accessories and parts; list standalone warranty cards or papers (boxes, booklets and manuals are fine); misrepresent items or yourself; shill bid or manipulate prices; Mark as Sold, make or accept offers or trade offers, or record or confirm a "Sold to a dealer" sale without intending to complete it; circumvent fees, verification or security; scrape or harvest data, including copying the dealer directory, profiles, watch catalog or glossary in bulk; reverse engineer the Platform; harass other users; or use the Platform in breach of any law, including sanctions and anti-money-laundering law. Our Community Guidelines give more detail.

No poaching. You must not use the Platform to recruit members into outside groups, chats or networks, or to move dealings off the Platform to avoid it (for example asking a dealer you found here to continue on another app so the deal isn't recorded here). Other dealers' phone numbers and email addresses are shared with you only inside a confirmed deal, and only so you can complete that deal. Breaking this rule may lead to suspension or a permanent ban. Members can report it with the "Poaching / recruiting off-platform" reason, and our staff may review the related messages under section 12.

Public catalog and glossary pages. Anyone may read the public watch catalog (the brand, collection and reference pages under /watches) and the dealer glossary, and may quote individual facts from them with a link back. The catalog and glossary as a whole, including how they are selected, arranged, written and checked, belong to Daytime Consulting. You must not copy, scrape, crawl or download them in bulk or by automated means, rebuild them as a database or dataset, republish substantial parts of them, or use them to train or build another product or service, without our written permission. Search engines may index these pages as our robots.txt allows. We may limit or block traffic that looks automated.

Our team doesn't trade. Soda's staff, including its founder, cannot list, bid, make offers, trade or buy on the Platform, and nobody on our staff may be a member of a dealer business on the Platform. Staff accounts are blocked from every trading feature.

12. Staff access to accounts, messages and documents

To keep the Platform safe and to help you, our authorised staff may access any account, including its listings, deals, messages, private fields and documents, for moderation, customer support, fraud prevention and investigation, and dispute resolution, and where the law requires.

A stated reason is required. Staff must record a reason (for example a dispute, support ticket or fraud investigation) and link the related case where there is one before opening an account.
Everything is logged. Every access and every action is recorded in an audit log showing who, what, when and why. Access is limited by staff role and reviewed.
View-only by default. Staff view an account as you see it. Taking an action on your behalf (for example correcting your contact details at your request) requires an extra confirmation and is logged.
Soft deletes. When content or records are deleted, by you or by staff, they are first soft-deleted: hidden from the Platform but may be kept for a period, so that authorised staff can restore them if the deletion was a mistake or is needed for a dispute or investigation. Permanent deletion is restricted to our most senior administrators, subject to our Privacy Policy and legal retention duties.

Our Privacy Policy explains how we protect this information.

13. Suspension and termination

Restricted mode after a failed payment is described in section 6 and is not a sanction. Separately, we may suspend, restrict or terminate your account, remove content, cancel auctions, record strikes or withhold free months if we reasonably believe you have breached these Terms or our policies, pose a risk to other dealers or to us, or where the law requires. Where practical and lawful we will tell you why and give you an opportunity to respond. Serious breaches (such as counterfeit trading or fraud) may lead to immediate permanent removal and referral to law enforcement.

You can close your account at any time. Closing your account does not affect obligations already incurred, including binding auction wins, confirmed Mark as Sold commitments, accepted offers and trade offers, confirmed "Sold to a dealer" sales or amounts owed to us.

14. Disputes between dealers

Because we are not a party to dealer transactions, disputes between dealers are primarily for the dealers to resolve. We may, at our discretion, help under our Dispute Resolution Policy, but we are not obliged to and any view we express is not binding on you.

15. Disclaimers

The Platform is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. Price history, comparable sales and statistics are for information only and are not advice.

Brands, trademarks and independence

Soda is an independent marketplace for verified watch dealers. We are not affiliated with, endorsed by, sponsored by, or an authorized dealer or retailer for Rolex, Audemars Piguet, Patek Philippe, Omega or any other brand shown on the Platform or our website. All brand names, model names, reference numbers, logos and trademarks are the property of their respective owners and are used only to identify the items listed (nominative use); their use does not imply any connection with, or approval by, their owners.

Listings are posted by independent dealers, who are solely responsible for their items' authenticity, condition, descriptions and disclosures, and for honouring their sales. We do not inspect, authenticate or take possession of items, except where a dealer books our optional middleman service under our Middleman Service Terms. Manufacturer warranties may not apply to items sold through Soda, or may be limited by the manufacturer's own rules; any warranty is a matter between the buyer, the seller and the manufacturer.

16. Limitation of liability

To the fullest extent permitted by law:

We are not liable for any loss arising from a transaction between dealers, including non-payment, non-delivery, counterfeit or misdescribed items, fraud, payment to an incorrect account or insolvency of another dealer.
We are not liable for indirect, incidental, special, consequential or punitive losses, or for loss of profits, revenue, goodwill or data.
Our total liability to you for all claims in any 12-month period is limited to the greater of (a) the fees you paid us in that period and (b) 100 US dollars (USD).

Nothing in these Terms limits liability that cannot be limited by law, such as liability for fraud or for death or personal injury caused by negligence.

17. Indemnity

You will indemnify us against claims, losses and costs (including reasonable legal fees) arising from your listings, your trades, your breach of these Terms or your breach of any law or third-party right.

18. Changes

We may update these Terms from time to time. If a change is material we will give you at least 30 days' notice by email or in the Platform, and may ask you to accept the new version. Continuing to use the Platform after the change takes effect means you accept it.

19. Governing law and jurisdiction

These Terms are governed by the laws of the Province of Alberta, Canada, and the courts of the Province of Alberta, Canada have exclusive jurisdiction, except where mandatory local law gives you the right to bring proceedings elsewhere.

20. Contact

Questions about these Terms: support@soda.watches. Daytime Consulting, Edmonton, Alberta, Canada.