Terms and Conditions

AUTOi Service Agreement

This AUTOi Service Agreement ("Agreement") is made between the entity that accepts the terms of this Agreement ("you") and AUTOD2 Limited, registered in England and Wales with company number 07968013 whose registered office is at 2nd Floor, 10 Bressenden Place, London, SW1E 5DH ("us") or ("we") or (AUTOi).

This Agreement is effective on the date we provide you with confirmation of activation of the AUTOi Services. By using the AUTOi site you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms, you must not use our site.

Terms and Conditions

1. Use of the AUTOi Services.

1.1 You agree to enter into this Agreement, and use the AUTOi Services for business purposes only. This Agreement governs your use of the AUTOi Services.

1.2 With effect from the activation of your account, we grant you a non-exclusive, non-transferable, revocable, worldwide and limited right to access and use the AUTOi Services. These rights are conditional on your continued compliance with the terms of this Agreement, including your obligations to pay for the AUTOi Services. We reserve all rights not expressly granted to you in this Agreement.

1.3 You may not reverse engineer, decompile or disassemble any component of the AUTOi Services. You may not rent, lend, lease, resell or host to or for third parties any component of the AUTOi Services save to the extent necessary to share any information contained within the AUTOi Services with any seller. You are not permitted to separate and use the components of the AUTOi Services on two or more computers or hand held devices unless we have specifically granted you this permission.

1.4 You acknowledge that you are solely responsible for any third party software that you install or use on your own systems, in conjunction with or to facilitate the operation of the AUTOi Services. You acknowledge that we are not a party to, and are not bound by any terms governing the use of any third party software. Should you install or use any third party software in conjunction with the AUTOi Services, you may not do so in any way that would affect or infringe any intellectual property rights of us or our licensors.

1.5 You acknowledge that you are solely responsible for protecting the confidentiality of all user IDs and authentication to access any of the AUTOi Services provided to you by us. You acknowledge that you are responsible for all activity conducted within your AUTOi Service accounts, including that of any users and dealings with third parties. You acknowledge that you are responsible for keeping your accounts and passwords confidential, and you agree to inform us of any misuse of your accounts or any other security incidents arising.

1.6 We do not guarantee that our sites, or any content on them, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our sites for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal but this may not always be possible. You are responsible for ensuring that all persons who access our sites through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

2. Pricing and Payment

2.1 There is no monthly subscription for account holders.

The “Buyers Fee” is payable as set out in the Schedule below and you acknowledge that you are responsible for payment of the relevant Buyers Fee in accordance with the payment schedules.

AUTOI Buyers Fee

Value of

vehicle


From

To

Buyers Fee (+VAT)

£1

£999

£99

£1,000

£1,999

£125

£2,000

£3,999

£150

£4,000

£5,999

£175

£6,000

£7,999

£200

£8,000

£9,999

£225

£10,000

£14,999

£250

£15,000

£19,999

£275

£20,000

£29,999

£300

£30,000

£39,999

£350

£40,000

£49,999

£400

£50,000

£59,999

£500

£60,000

£69,999

£600

£70,000

£79,999

£700

£80,000 or more

£800

 

2.2 The Buyers Fees and any other charges payable under this Agreement are exclusive of value added tax and any other taxes or duties which may be imposed which must be paid by you at the rate and in the manner for the time being prescribed by law.

2.3 We shall be entitled at any time, to increase the Buyers Fee by giving you not less than 30 days prior written notice of such increase as displayed in this Agreement and on our platform.

2.4 You acknowledge that we reserve the right to suspend or terminate your access to the AUTOi Services in the event of any non-payment of any Buyers Fees or any other sum due and payable in accordance with this Agreement.

2.5 If any sum payable under this Agreement is not paid on the due date, then, without prejudice to any other rights and remedies we may have, you acknowledge that we have the right the charge you interest on such sum on a day to day basis (as well as before any judgement) from the date that the payment fell due until the date of actual payment at a rate of 4% above the Bank of England base lending rate from time to time in force.

2.6 AUTOi will generate a Buyers Fee invoice if you are successful and purchase a vehicle listed for sale. The payment is due thirty (30) days from the date of the invoice . If you don't settle your Buyers Fees within thirty (30) days your account may be suspended for non-payment, we can charge you interest as listed in clause 2.5 and you will be responsible for our collection and recovery costs. We encourage all buyers to set up a standing order or direct debit to the AUTOi account, bank details can be provided.

2.7 Any attempt to circumvent the AUTOi platform or not pay the Buyers Fee will result in termination of this Agreement and we will seek damages from you for breach of contract and any legal costs and fees incurred and interest payable.

3. Installation and Your Responsibilities

3.1 Within 5 days of your acceptance of these terms, we agree to activate your account for the AUTOi Services, and we will email you with a welcome pack including details of how to access the online services.

3.2 You acknowledge that you are responsible for maintaining an appropriate VPN or other internet connection in order to access and use the AUTOi Services.

3.3 In connection with the AUTOi Services, you acknowledge that you are solely responsible for all content uploaded and stored within the AUTOi Services using the activation code and passwords provided to you. You must not disclose your password to any third party. Unless caused by our negligence, we will not be liable for any loss you might suffer if a third party gains unauthorised access to your account. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us.

4. Warranty

4.1 The AUTOi Services are made available as is without any warranty, condition or representation as to their functionality or availability. You acknowledge that we do not warrant that the functions of the AUTOi Services will function with any specific hardware or software or that the provision of the AUTOi Services will be uninterrupted or completely error or bug free and that it is the nature of a remote service that there may be periods when the services are interrupted, slow or unavailable due to an error or failure in the internet or the cloud service and we disclaim all liability in respect of such interruptions service or unavailability. We will use reasonable efforts to ensure that the AUTOi Services do not contain any known viruses at the time it is made available for download.

4.2 These exclusions and any others set out in the Agreement apply to the fullest extent permitted by law, but you acknowledge that we do not exclude or limit our liability for death or personal injury caused by our negligence, or any fraud or misrepresentation in connection with or under this Agreement, or the provision of the services or for breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or for any other liability which cannot legally be limited. In the event that we fail to meet any of our limited warranties, you are responsible for informing us promptly of the error, and we will return the price paid to you for the services that are affected.

4.3 Save as set out in this Agreement we provide no other express or implied warranties or conditions. We fully disclaim any implied representations, warranties or conditions.

5. Limitation of Liability

5.1 You acknowledge that we will not be liable for any of the following losses which may arise by reason of any breach of the terms of this Agreement or (to the extent that they have not been excluded) any implied warranties, conditions or any other terms, representations or any duty of any kind imposed on us by operation of law:

5.1.1 any loss of anticipated profits of future business;
5.1.2 damage to reputation or goodwill;
5.1.3 damages, costs or expenses payable by you to any third party;
5.1.4 loss of any contract; and/or
5.1.5 any other special, indirect or consequential loss of any kind.

5.2 Except as provided in this Agreement, and subject to the provision above, our total liability to you in respect of all injury, loss, damage, cost, expense and other matter arising under this Agreement shall be limited to a sum equal to the total amount paid or payable by you to us under this Agreement in the 6 months preceding the event giving rise to the liability.

6. Proprietary Rights

6.1 You acknowledge that all intellectual property rights in the AUTOi Services and all documentation (including without limitation any enhancements, upgrades or modifications) are and shall remain the property of us and/or our licensors.

6.2 You agree to notify us immediately if you become aware of any unauthorised use of the whole or any part of the AUTOi Services by any person.

6.3 You agree to allow us to check your use of the AUTOi Services at all reasonable times and for that purpose.

6.4 You agree to indemnify us and our affiliates against any claims made by a third party that any third party software you use or combine as part of your access to the AUTOi Services, infringes any third parties patent, copyright, trademark or other intellectual property of that third party or that is related to your use of the AUTOi Services in breach of the terms of this Agreement.

7. Indemnity

You will indemnify us against all damages, demands, costs, claims, liabilities and expenses (including reasonable legal expenses) any other sums incurred by us arising out of your use of the Services, or any breach by you of this Agreement.

8. Training

We will provide training where you have requested this. You may request additional training from time to time, which we will provide in accordance with our standard scale of charges. You are responsible for ensuring that any person using the AUTOi Services has received appropriate training.

9. Termination

9.1 We may terminate this Agreement immediately on giving notice in writing to you if you breach any obligation of confidentiality under this Agreement or commit any material breach of any term of this Agreement and (in the case of a breach capable of being remedied) have failed, within 30 days after the receipt of a request in writing from us, to remedy the breach.

9.2 Either party may terminate the Agreement immediately on giving notice in writing if the other party has a receiver or administrator appointed over it or over any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if it shall enter into any voluntary arrangement with its creditors or shall become subject to an administration order or shall cease to carry on business.

9.3 We may suspend your account or terminate this Agreement immediately at any time if you have used language or conduct that is threatening, abusive, defamatory, discriminatory, offensive, racist or obscene in communications with AUTOi employees or sellers.

9.4 Either party may terminate this Agreement by giving not less than 30 calendar days’ notice in writing at any time.

9.5 On termination of this Agreement, you must immediately destroy all copies of the AUTOi Services and any documentation that we have provided to you, and at our request, certify in writing that they have been destroyed. We will allow you a reasonable period of time to retrieve any of your information stored within the AUTOi Services before we delete such information.

9.6 Termination of this Agreement will not affect any accrued rights or liabilities of either party.

10. Confidentiality

10.1 You shall, and will procure that your employees, agents and contractors shall, treat as confidential and keep secret all information contained or embodied within the AUTOi Services and other documentation provided by us under or in connection with this Agreement.

10.2 Each party agrees and undertakes that during the term of this Agreement it shall, and shall procure that its employees, agents and contractors shall, keep confidential all confidential or proprietary information of the other party disclosed to it before or during the term of this Agreement and will not use for its own purposes or disclose it to any third party without the prior written consent of the other party.

10.3 Each party agrees that the obligations of confidentiality contained in the previous clause do not apply to the extent that such information is public knowledge or is already known to such party at the time of disclosure or subsequently becomes public knowledge other than by reason of a breach of this Agreement.

10.4 You acknowledge that we have the right to publicise your use of the AUTOi Services, you acknowledge that the provisions of this clause will remain in full force and effect notwithstanding any termination of the Agreement.

10.5 We may use your trade marks, brand names and logos on our websites and in communications with potential sellers of vehicles as part of the AUTOi Services. You hereby grant us a non-exclusive, non-revocable, royalty free licence to use and display your trade marks, brand names and logos in this manner.

11. General Terms

11.1 You acknowledge that you will not be entitled to assign, transfer, delegate or sub-contract any of your rights or obligations under this Agreement. We may assign, transfer, delegate or sub-contract any of our rights or obligations under this Agreement to any subsidiary, holding company or subsidiary of any subsidiary or holding company at any time.

11.2 You warrant and agree that you have not been induced to enter into this Agreement by any prior representations whether oral or in writing except those specifically contained within this Agreement and you agree to waive any claim for breach of any such representation which is not so specifically identified herein.

11.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

11.4 If at any time any provision of this Agreement is found by a court or competent authority to be void or unenforceable for whatever reason, such provision, or part thereof, shall be deemed to be deleted from this Agreement, and the remainder of the Agreement shall continue in full force and effect.

11.5 This Agreement supersedes all prior agreements, arrangements and understandings between us and constitutes the entire Agreement between us relating to the AUTOi Services. No addition to or modification of the provisions of this Agreement will be binding unless made in writing and signed by an authorised representative of each of the parties.

11.6 Notices that are required to be given under this Agreement must be made in writing, and sent to the address of the recipient set out in this Agreement. Any such notice may be delivered personally or by first class pre-paid letter and will be deemed to be served if by hand on delivery, or if by first class post 48 hours after posting.

11.7 Headings referred to in this Agreement are for ease of reference only, and shall not affect the interpretation or construction of this Agreement in any way. A reference to a clause is a reference to a clause in this Agreement unless otherwise stated.

11.8 You shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010.

11.9 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

11.10 This Agreement does not give rise to any rights under the Contracts (Rights of Third parties) Act 1999 to enforce any terms of this Agreement.

11.11 This Agreement will be governed by and construed in accordance with the laws in England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

12. Advertising

12.1 Should you wish to advertise vehicles for sale on our website you agree to the following:

a) You agree that you are the owner or have the right (licence) to use the pictures, logos and text used to advertise the vehicle and that in uploading this intellectual property to our website you are providing us with a licence to use the same;

b) You are the owner of the vehicle or have authority from the owner to sell the vehicle in accordance with section 12 of the Sale of Goods Act 1979;

c) You agree to sell the vehicle should it reach or best its reserve price;

d) You agree that the description of the vehicle uploaded by you to our website accurately describes the vehicle; furthermore you agree to indemnify AUTOi against all claims, losses, demands, damages, liabilities, costs and expenses (including reasonable legal expenses), in respect of the description of the vehicle; and

(e) where your vehicle is listed on the carwow website you will comply with the applicable parts of the carwow website terms and conditions, detailed ww.carwow.co.uk/terms-and-conditions.

13. Bidding, Buying & Collection

13.1 Full instructions on how to bid for vehicles and details of the expiry date and time for each listing will be posted on our website but all bids and transactions shall be subject to these Terms.

13.2 A bid may not be withdrawn after it is placed on the AUTOi platform and is valid for 60 hours. You must honour that bid to the seller within the 60 hour timeframe if the seller accepts the offer, subject to the appraisal/listing approved. Any bid by the buyer within 30 days of the vehicle going live on the AUTOi platform automatically entitles us to the Buyers Fee when the vehicle is purchased.

13.3 No person may submit a bid for vehicles which is less than the sum specified from time to time by AUTOi in relation to those vehicles on the AUTOi platform.

13.4 To be the winning bid, the bid must be accepted via the AUTOi platform and must meet any other conditions which may be specific to each listing. If additional conditions apply, they will be detailed alongside the description of the vehicle prior to the commencement of each listing. You warrant that you shall at all times behave in a professional manner with sellers.

13.5 When you bid on vehicles you are agreeing to purchase those vehicles for the price you bid. Once a bid has been accepted you are required to complete the transaction and pay the Purchase Price subject to the vehicle being accurately described.

13.6 The successful bidder must pay for the vehicle within 72 hours, payment shall be made directly to the seller.

13.7 Title to the vehicle shall pass when the successful bidder pays for the vehicle.

13.8 The seller reserves the right to end a listing at any time without prior notification to the bidders.

13.9 If you are the highest bidder and the reserve price is not met the seller may contact you to accept or discuss your bid for the vehicle.

13.10 AUTOi reserves the right to refuse or remove bids and/or suspend, cancel or extend listings at its absolute discretion, including where there are or have been obvious typographical or arithmetical inaccuracies.

13.11 If your bid is successful, the seller will confirm by email notification and correspondence details will be given. No bank or other financial details should be shared via our site. We encourage all sellers and buyers to correspond via the AUTOi platform but we accept that sometimes correspondence will be made via a phone conversion. Regardless of the form of communication the buyer is still liable for the Buyers Fee to us.

13.12 AUTOi is not obliged to assist in any disputes between seller and bidders. The seller and bidder arrange payment and AUTOi shall have no liability in the event that payment is made by you but the vehicle is not delivered or not as described.

13.13 If purchasing a vehicle from a seller via our service then all vehicles must be collected from the seller directly at your sole cost.

14. Relationship

14.1 No agency, partnership, joint venture or employee/employer relationship is intended or created by these Terms.

14.2 You agree that AUTOi provides a listing website and shall in no way be party to the contract for the sale or purchase of the vehicle and furthermore, AUTOi shall under no circumstances be liable for any representations made on our website. We make no representations, warranties or guarantees, whether express or implied, that the content on our sites is accurate, complete or up to date.

15. Data Protection

In this clause the defined terms shall have the following meanings;

Agreed Purposes: to facilitate and record the sale or purchase of vehicles by you via the AUTOi Services and our websites, to manage and respond to any queries or complaints to our customer service team, to personalise the sites to you and show you content we think you will be most interested in, based on your account information and your history on the sites, to fulfil our obligations to you under this Agreement, to improve and maintain the AUTOi Services and monitor its usage, for market research, to send you marketing messages and show you targeted advertising, where we have your consent or are otherwise permitted to do so, for security purposes, to investigate fraud and where necessary to protect ourselves and third parties, and to comply with our legal and regulatory obligations.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.

Data Discloser: a party that discloses Shared Personal Data to the other party.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Permitted Recipients: the parties to this agreement, the employees of each party and any third parties engaged to perform obligations in connection with this agreement.

Shared Personal Data: the personal data to be shared between the parties under clause 15.1 of this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

  1. In relation to vehicle sellers, their name, postcode, phone number, car details (condition, photos, registration number, mileage and associated VRM, provenance - HPI/ Experian, DVLA, CAP valuation, offers),

  2. In relation to you, your company’s information, user name, phone number, car preferences, IP address, device used, session information, miscellaneous personal data disclosed during vehicle seller’s email correspondence with you.

 

15.1 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

15.2 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

15.3 Particular obligations relating to data sharing.

Each party shall:

  1. ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

  2. give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

  3. process the Shared Personal Data only for the Agreed Purposes;

  4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

  5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

  6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

  7. not transfer any personal data received from the Data Discloser outside the EEA unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

15.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

  1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

  2. promptly inform the other party about the receipt of any data subject rights request;

  3. provide the other party with reasonable assistance in complying with any data subject rights request;

  4. not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

  5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

  6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

  7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;

  8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and

  9. maintain complete and accurate records and information to demonstrate its compliance with this clause 15 and allow for audits by the other party or the other party's designated auditor.

 

16 Platform to business regulations

In this clause the defined terms shall have the following meanings;

“P2B Regulation” means Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019;

“P2B Services” means the AUTOi Services which are subject to the P2B Regulation;

16.1 From time to time, we may amend this Agreement and reserve the right to do so in our absolute discretion, acting reasonably at any time. Any changes will be posted on our website(s) and/or www.autoi.co.uk/terms-and-conditions and become effective fifteen calendar days (the notice period) from the date of posting (unless the P2B Regulation allows us to give no notice, a shorter period of notice or a longer period of notice is required). If you do not agree with any of these changes, before the notice period expires you shall have the right to terminate this Agreement by notice to us (without prejudice to any accrued rights or obligations) and you agree that this is your sole remedy in respect of such changes. If you continue to use the AUTOi Services after receiving notice of the change to the Agreement you will have waived your right to terminate the Agreement for that change in accordance with the P2B Regulation and in accordance with this clause 16.1.

16.2 We have an internal complaint-handling system which you may use. If you wish to make a complaint related to any of the following, where they affect you in particular: (1) concerns about our compliance with our obligations under the P2B Regulation; (2) technological issues directly related to our provision of the P2B Services to you; or (3) measures taken by us in respect of the provision of the P2B Services which affect you; please contact legal@carwow.co.uk.

16.3 Your complaint will be reviewed and forwarded to the appropriate internal resources to consider the concern you have raised within a reasonable time frame.

16.4 In addition to the complaint-handling system described in these terms, mediation may be an option to resolve any disputes that could arise between us and you with respect to the P2B Services, including complaints that could not be resolved by means of our internal complaint-handling system.

16.5 If any dispute arises in connection with this Agreement, the parties agree to first try to resolve the dispute through the complaints procedure set out in clause 16.2. If the dispute is not wholly resolved through the complaints procedure, then the dispute may be referred at the parties discretion to either of the following 2 mediators:

CEDR: www.cedr.com/p2bmediation

ICDR: .ICDR: https://www.icdr.org/about_icdr

17. Definitions

17.1 In this agreement the following words and phrases have the following meanings:

"AUTOi Service" the services provided by us to facilitate the sale and purchase of vehicles via our websites, and

"Buyers Fees" the fees payable by the buyer of the vehicle(s) to be paid to AUTOi for access to the AUTOi Service as set out in this Agreement.