Seller Agreements

Seller agreements are the contracts your consignors sign before you sell their lots: a seller (consignment) agreement, an attestation of authenticity and title where a lot needs one, and a lot schedule addendum when a seller who has already signed sends you more lots. Babylon fills each contract from a template you control, sends it to the seller for electronic signature, optionally asks your team to countersign, and keeps the executed document and a full audit trail.

You can also decide how strictly agreements are enforced: from "never hold a lot" to "no lot goes live without a signed agreement".

This guide covers the Seller Agreements settings under Settings → Business Settings, and the Agreement Templates, Seller Agreements and Legal Documents screens in the Supply section of the sidebar.

Before you start

• Seller agreements are off until you turn them on. The Supply screens in this guide only appear once they are enabled.
• Turning them on and changing the settings needs the permission to manage tenant settings (standard roles: Admin and Finance Manager).
• Writing templates and legal documents needs the permission to manage agreement templates. Issuing, sending reminders and revoking links needs the permission to issue agreements. Countersigning, voiding and overriding the publication gate each have their own permission. The standard Admin role holds all of these. Listing Admin can view agreements, so they can see why a lot is being held, but cannot change them.
• Agreements are issued to consignors from your consignment pipeline, so you will normally also use Supply pipeline.

A sensible order is: turn the feature on, publish your legal documents and templates, set the default templates and terms, then choose how strictly to enforce signatures.

Turn on seller agreements

1. Go to Settings → Business Settings and open the Commerce tab.
2. Expand the Seller Agreements section.
3. Turn on Enable Seller Agreements. The rest of the section appears.
4. Click Save Settings.

Seller agreement requirement

Seller agreement requirement decides whether a lot can be scheduled or go live without a completed agreement:

• Blocking (the default, described on screen as holding a lot only while a sent agreement is unsigned): a lot with no agreement ever sent is not affected. Once an agreement for the lot has been sent, the lot is held until it is signed. Declined and expired agreements also hold the lot.
• Required (every lot must have a signed agreement before it can go live): a lot cannot be scheduled or go live unless a fully executed agreement covers it, even if none was ever sent. Lots in a marketplace tier that needs an attestation also need a signed attestation.
• Off (do not enforce): agreements are still issued and signed, but never hold a lot.

In Blocking and Required modes, a lot is also held if its details have changed since the seller signed in a way that alters what the signed document printed, for example a different marketplace tier, sale format or commission rate. The message lists each changed field with the agreed and current value, so you can either change the listing back or issue a new agreement.

Choose Blocking if you want agreements to be enforced without stopping staff-sourced stock that never needed one. Choose Required if every lot you sell must be under contract.

The requirement is checked when lots are put on sale with the Schedule for sale or Publish now bulk actions on Sell → Listings. Approving a listing, saving a new listing with Create & schedule lot, or changing a listing's status on its edit form does not currently run this check. If you rely on the requirement, schedule lots with the bulk actions. See Listings and collections.

Default templates

Under Default templates, choose which published template Babylon uses when it issues each document automatically:

• Seller Agreement
• Attestation: issued for lots in a marketplace tier that requires an attestation of authenticity and title. Tiers using the Mark + tiers (premium) or Provenance line trust display require one. See Marketplace tiers and authentication schemes.
• Lot Schedule Addendum: issued when a seller who has already signed their seller agreement sends further lots. Without a published addendum template, adding lots for a seller who has already signed is refused.

Leave a field on Use the only active template of this type if you have exactly one active template of that type.

Default commercial terms

These are wording-only terms that your templates print. They pre-fill the issue form and are used for automatic issuance:

• Settlement schedule: required by most seller agreement templates, for example 30 days after sale.
• Grace period, for example 14 days from consignment.
• Withdrawal fee (minor units): enter the amount in the smallest currency unit, so 5000 for 50.00.
• Repayment days (attestation): how many days a seller has to repay proceeds if a sale is unwound after payment.
• Deductions summary and Security: free text describing deductions from proceeds and any security taken from the seller.

Commission and buyer's premium rates are not set here. The buyer's premium comes from your fee settings (or the lot's marketplace tier), and the seller commission from the rate negotiated with the seller or the lot's tier. That way the contract and checkout always use the same number. See Fees, commission and sales models.

Automatic issuance

Turn on Issue agreements automatically when an item is catalogued to have Babylon send agreements without anyone pressing a button. When a consigned item becomes a listing with a marketplace tier, Babylon issues the seller agreement (or a lot schedule addendum if the seller has already signed) and, where the tier requires one, an attestation, using your default templates and terms.

If something is missing, such as a default template or a catalogue detail the template needs, the lot is flagged for attention instead. Fix the cause, then use Issue seller agreements at the top of the listing's edit page to issue whatever is still missing. That button also works when automatic issuance is off. It only appears for listings that have a consignor.

Legal documents

Supply → Legal Documents holds published, versioned documents that your agreements incorporate by reference, such as your conditions of business. Nobody signs these. Your conditions of business (the document with the slug conditions-of-business) can be read or downloaded publicly at any time, for the current version or an exact past version.

1. Click New Legal Document.
2. Enter a Title and a Slug. The slug is used in the public address (/legal/{slug}). Use conditions-of-business for the document your seller agreements should link to.
3. Write the first version's Document body, and optionally set In force from.
4. Save, then open the Versions tab and click Publish on the version.

Published versions cannot be changed. To update the text, use Add version or Clone as new version, edit, then publish it. Publishing makes it the version new agreements link to and the one shown at the public address; agreements already signed keep pointing at the version they were signed against. Preview shows a version rendered with example values.

Agreement templates

Supply → Agreement Templates holds the contract text your consignors sign. Commission, settlement terms and the lot schedule are filled in when an agreement is issued, not in the template.

Create a template

You can start from a platform starter or from scratch.

To use a starter, click Use starter template, choose a Starter template (a seller agreement, an attestation and warranty of title, or a lot schedule addendum) and optionally a Key for your copy. Babylon creates an editable copy for your marketplace and opens it. Review the wording with your own legal adviser before publishing.

To start from scratch, click New Agreement Template and fill in:

• Name and Key (a unique identifier within your marketplace).
• Type: Seller agreement, Attestation / warranty of title, Lot schedule addendum or Custom.
• Contract body: the text of the agreement. Insert merge fields by typing them in double braces, for example {{consignor.legal_name}}, {{commercial.settlement_schedule}} or {{lot.title}}. The reference list under the editor shows every available field, grouped by section. Use {{agreement.terms_url}} to link to your published conditions of business.
• Supplementary questions (optional): extra questions the signer answers when signing. Each has a Key, Type, Label, whether it is required, Help text, allowed options for select types, an optional Prefill from merge field, and an optional Only show this question when... condition based on another question's answer.

If your commission or buyer's premium differs between marketplace tiers, the editor warns you to print the rate per lot in the schedule ({{lot.seller_commission_display}}, {{lot.buyers_premium_display}}) rather than one headline rate for the whole agreement, because a headline rate can only be issued when every lot shares it.

Publish a version

A template is used only through its published version. Open the template, go to the Versions tab and click Publish on the version you want. You will be asked to confirm, because publishing cannot be undone. The list shows each template's Status as Published or Draft with its version number.

To change the wording later, use Add version or Clone as new version on the Versions tab, then publish the new version. Agreements already issued keep the version they were issued from. Preview renders a version with example values, not real consignor or lot data.

Deactivate or delete a template

Switch a template to inactive on its edit page to stop it being used for new agreements. A template that has already been used to issue an agreement cannot be deleted; deactivate it instead.

Issue an agreement

Agreements are issued from a consignment lead, not written on the Seller Agreements screen.

1. Go to Supply → Supply Leads and find the consignor's lead.
2. Choose Issue seller agreement.
3. Pick the Template. Only active templates with a published version are offered.
4. Under Lots to include, tick the items from the lead this agreement covers.
5. Leave Also issue an Attestation for each selected item whose surface requires one on if any selected items are in a tier that needs an attestation. Each attestation is sent as its own signing link.
6. Add the Signers (name and email for each).
7. Check the Commercial terms. Negotiated seller commission can be left blank to use catalogue rates; a rate entered here is recorded against the seller. The other terms are pre-filled from your defaults. For an attestation template, Repayment days appears instead.
8. Turn on Requires countersignature if your team must sign after the seller.
9. Set Signing link expires after (days) (14 by default).
10. Confirm to send.

Each signer receives an email with a private signing link. If the template needs information the lead does not yet hold, the form lists it under Missing contract details so you can fix it first.

Signing and countersigning

The seller opens their link, reads the agreement, answers any supplementary questions and signs electronically. The agreement moves through these statuses:

• Issued, then Viewed and In progress as the seller opens and works through it.
• Awaiting countersignature once the seller has signed, if countersignature is required.
• Executed once every required signature is in place.
• Declined if the seller declines, Expired if the link runs out, Voided if you cancel it, and Superseded if a later agreement replaces it.

To countersign, open the agreement from Supply → Seller Agreements and click Countersign. The button appears only on agreements awaiting countersignature and only for staff with the permission to countersign.

Manage agreements

Supply → Seller Agreements lists every agreement with its template, type, status, consignor, issue date and expiry. Expiry dates that have passed on unfinished agreements are highlighted. Filter by status, or use Overdue to find agreements past their expiry that are still waiting.

Open an agreement to see its lot schedule, any addenda, its signers, supplementary responses (if you have permission to view them) and an audit trail. The actions available are:

• Download executed document, once the agreement is executed.
• Revoke signer link: stops a signer using their current link. Send a reminder to issue a new one.
• Void: cancels the agreement and revokes every outstanding link. A reason is required, and this cannot be undone.
• Override publication gate: lets the lots on this agreement go live even though it is not signed. A reason is required and recorded. Use it sparingly, for a case you have resolved another way.

From the list you can select agreements and use Send reminder (sends a fresh signing link to everyone who has not yet signed) or Void.

What blocks a lot from going live

With seller agreements enabled, a lot is held back from scheduling or going live when:

• An agreement covering it has been sent but is not signed, or has been declined or has expired (Blocking and Required modes).
• No executed agreement covers it at all (Required mode only).
• It is in a tier that needs an attestation and no signed attestation covers it (Required mode only).
• Its details have changed since the seller signed, in a way the signed document printed (Blocking and Required modes).

An agreement with its publication gate overridden counts as satisfied. Off mode never holds a lot. The message on the listing names the exact reason. Remember the note above about which actions currently run this check.

Common questions

Adding lots for a seller who has already signed fails

Publish a Lot schedule addendum template and, if you have more than one, choose it under Default templates.

Automatic issuance did not send anything

Check that Issue agreements automatically when an item is catalogued is on, that the listing has a marketplace tier and a consignor, and that default templates are published. Then use Issue seller agreements on the listing's edit page, which reports exactly what it could not issue.

A signed lot is being held again

Its catalogue details have changed since signing. The message lists the fields that differ. Change them back, or issue a new agreement or addendum for the new details.

I need to change the wording of a published template

Add a new version, edit it and publish it. Published versions are never edited, so signed agreements always match the text the seller saw.