PLATFORM AGREEMENT

Terms and Conditions

Carhuna Limited

Platform Agreement

This Agreement is entered into between Carhuna Ltd registered with company number 14037816 and whose registered office is at 22 Wycombe End, Beaconsfield, Buckinghamshire, HP9 1NB, (“Carhuna”, “we” or “us”) and the party executing it (electronically or otherwise) in its capacity as a “User” (as defined below).

Carhuna owns and operates “Carhuna”, an online marketplace accessed via our website www.carhuna.com and/or mobile app (the “Platform”) to facilitate the trading of Vehicles between a Seller and a prospective Buyer (the “Services”). Carhuna does not act as a traditional auctioneer, nor as an agent of any party using the Platform in any capacity.

This Agreement sets out the basis upon which a User will be able to access and use the Services. In addition, the terms set out in the following policies shall apply:

  • Privacy & Cookie Policy: Our Privacy & Cookie Policy is available here and confirms how we will manage your personal information.
  • Cookie Policy: Our cookie policy is available here , which provides details of the cookies that we use on the Platform.
  • The parties agree, in consideration of their respective obligations under this Agreement, as follows:

    1. Definitions

    “Absentee Bid” means the Platform feature that may be utilised by a Bidder to require Carhuna to process incremental bids on an Auction Lot up to the maximum pre-authorised amount set by the Bidder.

    “Agreement” means this Platform Agreement, as may be amended from time to time by Carhuna, as detailed at the end of this Agreement.

    “Auction Lot” means any Vehicles or Automobilia listed on the Platform for sale by a Seller by way of a Live Auction or Power Sell listing.

    “Automobilia” means items other than Vehicles relating to motoring and motorsport which may comprise an Auction Lot or Classified (as applicable), including but not limited to memorabilia, parts, number plates, accessories, art, art and craft products, music and sound recordings, literature, publications and printed matter.

    “Bid” means an offer to purchase an Auction Lot on a Live Auction or Power Sell listing from a Seller through use of the Platform.

    “Bidder” means a User of the Platform who places a Bid on a Live Auction or Power Sell listing.

    “Business Day” means a day other than a Saturday, Sunday or bank or public holiday in England.

    “Buyer” means a party (whether a Consumer or Trade Buyer) who is a registered User on the Platform and who is accepted to submit Bids for or otherwise utilise the Platform for the purposes of purchasing an Auction Lot.

    “Classified” means an advertisement placed by a Seller on the Platform for the potential sale of a Vehicle or Automobilia, other than by way of a Live Auction or Power Sell, pursuant to clause 9 of this Agreement.

    “Commission” means the commission to be paid by the Buyer and/or the Seller to Carhuna pursuant to clause 11 and calculated as a percentage of the final Purchase Price at the applicable rate as set out in the pricing schedule published on the Platform from time to time, a link to which can be found here .

    “Consumer” means an individual who is registered as a Buyer and/or a Seller on the Platform.

    “Content” means any text, images, video, audio or other multimedia content or other information or material submitted to or on the Platform in respect of an Auction Lot and/or a Classified.

    “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, processing and appropriate technical and organisational measures are each as defined in the Data Protection Legislation.

    “Data Protection Legislation” means 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”) (and regulations made thereunder) and 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).

    “Domestic Law” means the law of the United Kingdom or a part of the United Kingdom.

    “EU GDPR” means the General Data Protection Regulation ((EU) 2016/679).

    “EU Law” means the law of the European Union or any member state of the European Union.

    “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

    “Live Auction” means the ascending bid auction process facilitated by the Platform for the trading of an Auction Lot between a Buyer and a Seller, as set out in clause 6.2.

    “Platform Account” means a User's designated Trade Account or Private Account on the Platform.

    “Power Sell” means the listing process described in clause 6.3.

    “Preview Period” means the period during which an Auction Lot is listed on the Platform for a sale but is not open to receive a Bid from a prospective Buyer.

    “Privacy Policy” means Carhuna's privacy policy available on its website at https://carhuna.com/privacy as may be amended and updated from time to time.

    “Private Account” means a Platform Account created by a Consumer and referred to at clause 4.5 below.

    “Purchase Price” means the amount of the Successful Bid on an Auction Lot at the moment when the listing for that Auction Lot is deemed to have ended by the Platform, or in respect of a Power Sell listing, the amount of the offer that is accepted by the Seller, plus any applicable Taxes, fees, costs or other expenses payable by the Buyer to the Seller pursuant to the terms of the Sale Contract.

    “Reserve” means a minimum sale price for an Auction Lot which may be specified by Seller (of not less than £7,500 for Vehicles) as set out in clause 6.8.

    “Sale Contract” means the legally binding contract entered into between a Buyer and a Seller for the purchase of an Auction Lot and which shall incorporate the Seller's terms and conditions of sale which are notified to the Buyer through the Platform before the Buyer places a Bid (unless otherwise agreed between the Seller and the Buyer).

    “Seller” means a party (whether a Consumer or a Trade Seller) who is a registered User on the Platform and who is accepted to list an Auction Lot for sale on the Platform.

    “Services” means the provision of access to the Platform to facilitate the trading of Auction Lots between Users, and any associated services to be provided by Carhuna in accordance with the terms of this Agreement.

    “Shortfall Payment” has the meaning given to it in clause 6.9 below.

    “Successful Bid” means the highest Bid on an Auction Lot at the moment when the Auction Lot listed for a Live Auction is deemed to have ended on the Platform, or when a Power Sell Offer has been accepted by the Seller, plus any applicable Taxes or fees payable by the Buyer as the winning Bidder.

    “Taxes” means all applicable sales, export, import or other taxes arising in any jurisdiction in respect of the sale of an Auction Lot to a Buyer and to be paid for in full by the Buyer (unless otherwise agreed between as between the Seller and the Buyer).

    “Term” means the term of this Agreement as defined in clause 10.1.

    “Trade Account” means a Platform Account created by a Trade Seller and/or a Trade Buyer and referred to at clause 4.4 below.

    “Trade Buyer” means a Buyer who is not acting as a Consumer and/or is intending to purchase a Vehicle as part of a trade or business.

    “Trade Seller” means a Seller who is not acting as a Consumer and/or is selling a Vehicle as part of a trade or business.

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

    “User” means a party to this Agreement who is authorised to participate on the Platform as a Seller and/or a Buyer, as the context may require, and references to “you” or “your” are references to the User.

    “Vehicle” means any car, motorbike or other vehicle listed on the Platform, including but not limited to spare parts, tools and documentation listed as being part of the Auction Lot or Classified (as applicable).

    2. Supply of Services

    2.1Services: means any car, motorbike or other vehicle listed on the Platform, including but not limited to spare parts, tools and documentation listed as being part of the Auction Lot or Classified (as applicable).

    2.2License to access and use the Platform: During the Term and subject to the terms of this Agreement, Carhuna grants the User a non-exclusive, non- transferable, limited right to access and use the Platform on its own behalf for the purpose of buying or selling an Auction Lot through the Platform.

    2.3Status of the Parties: Carhuna only provides the Platform for a Seller to list their Auction Lot for sale or to place a Classified, and for a Buyer to Bid on an Auction Lot with the intention of purchasing the Auction Lot. We do not act as an agent for any User and we do not offer for sale, sell, buy or exchange the goods comprised in any Auction Lot or Classified.

    2.4Sale Contract: All completed Live Auction or Power Sell transactions facilitated through the Platform shall give rise to a Sale Contract between the two Users, in each case acting as Seller and Buyer respectively. The Sale Contract shall be formed, and shall be legally binding, when a Successful Bid has been confirmed to the Seller and the Buyer via the Platform on the terms set out in this Agreement, together with any additional or supplementary terms agreed by the Users via the Platform which are not contrary to any provision of this Agreement (and in the event of any conflict or ambiguity, the provisions of this Agreement shall prevail). Carhuna shall have no obligations under and shall not be a party to the Sale Contract. Notwithstanding, Carhuna shall have the right to enforce any term of a Sale Contract against the Users as an intended third-party beneficiary, under the Contracts (Rights of Third Parties) Act 1999 and at general law.

    2.5Classifieds: A Seller may publish a Classified on the Platform to advertise the sale of a Vehicle or Automobilia. Any communications and transactions that may arise from a Classified shall involve only the Seller and a prospective Buyer and Carhuna shall have no obligation or responsibility to either party in respect of any sale of a Vehicle or Automobilia arising from a Classified.

    2.6Users acting as a Consumer: In relation to your use of the Platform as a Consumer, your legal rights as a Consumer are not affected. The provisions of clause 12 shall apply accordingly.

    3. Carhuna's Obligations

    3.1 In supplying the Services via the Platform, Carhuna shall:

    3.1.1 use reasonable endeavours to perform the Services during the Term and perform such Services with reasonable care and skill;

    3.1.2 use commercially reasonable endeavours to make the Platform generally available during the Term, subject to scheduled or unscheduled downtime for maintenance and support;

    3.1.3 ensure that it has any licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under this Agreement; and

    3.1.4 comply with all applicable laws, statutes and regulations in force during the Term.

    4. Your User Account

    4.1 In order to use the Platform as a Seller or a Buyer, you must register and create a Platform Account, and provide the following information:

    4.1.1 if you are a Consumer, confirmation that you are at least 18 years of age;

    4.1.2 if you are a Consumer your first name, last name and correspondence address;

    4.1.3 if you are a corporate entity, your company name, registration number and primary correspondence address;

    4.1.4 your credit card details for taking payment of the Commission; and

    4.1.5 such other information as we may require to complete the set-up of your User account on the Platform.

    4.2 We will verify your name and address before you can access the Platform as a User. We reserve the right at any time to carry out additional identification verification checks on a prospective or existing User. The provision of such information for this purpose will be subject to Carhuna Ltd's privacy policy, which can be found at https://carhuna.com/privacy.

    4.3 Upon successful completion of your User account set-up, you agree to keep your username and password strictly confidential and not disclose it to any other User or third party. We reserve the right to disable any User's username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms or if we otherwise consider it necessary to do so.

    4.4Trade Accounts: Users who are registered and approved by Carhuna to access the Platform as a Trade Seller or Trade Buyer shall be entitled to the account features published on the Platform (as may be varied by Carhuna from time to time), a link to which is found here.

    4.5Private Accounts: Users who are registered and approved by Carhuna to access the Platform as a Seller or a Buyer (other than a Trade Seller or Trade Buyer) shall be entitled to the account features published on the Platform (as may be varied by Carhuna from time to time), a link to which is found here.

    5. User's General Obligations

    5.1 During the Term, the User:

    5.1.1 shall co-operate with Carhuna and provide it with such information and assistance as Carhuna shall reasonably require to facilitate performance of the Services;

    5.1.2 acknowledges that the Platform (i) may not be uninterrupted or error- free, (ii) is not warranted to be free from viruses or vulnerabilities or to meet the User's requirements, and (iii) that Carhuna shall not be in breach of its obligations under clause 3.1.2 solely as a result of any such interruption, error, virus or vulnerability or failure to meet the User's requirements;

    5.1.3 shall have no claim against Carhuna for any losses, claims or damages in connection with the performance or non-performance of the Platform, except as specifically set out in this Agreement;

    5.1.4 acknowledges that Carhuna will not be obliged to support the Platform, correct errors or deliver updates beyond the Term; and

    5.1.5 shall use reasonable endeavours to report any error discovered in the Platform and provide Carhuna with appropriate test and troubleshooting data during the Term, to the extent necessary to resolve problems in the Platform encountered by the User.

    5.2 As a condition of being authorised to use the Platform as a Seller and/or a Buyer, you agree:

    5.2.1 not to use the Platform for any purposes that is unlawful under any applicable law or otherwise prohibited under this Agreement;

    5.2.2 not to use the Platform for any act of fraud or other unlawful activity;

    5.2.3 not to use the Platform for the purposes of distributing unsolicited advertising material to other Users;

    5.2.4 not to simulate any 'phishing' type communications from us or a third party in order to collect identity information or other information;

    5.2.5 not to represent or suggest that we endorse a particular Trade Seller or any other business, product or service unless we have given our prior written consent;

    5.2.6 not to use the Platform to distribute viruses or malware or other harmful software;

    5.2.7 not to threaten, abuse or harass any other User on the Platform;

    5.2.8 not to attempt to access or deal on another a User's Platform Account without proper authority from the registered User.

    5.3 Subject only to the provisions of clause 7.9 below, as a condition of being authorised to use the Platform, a User must not:

    5.3.1 except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement:

    (a) attempt to copy, modify, duplicate, create derivative works from (including the reproduction of any functionality of the Platform), frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or

    (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Platform; or

    5.3.2 access all or any part of the Platform in order to build a product or service which competes with the Platform and/or the Services; or

    5.3.3 use the Platform and/or the Services to provide services to third parties; or

    5.3.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or the Services available to any third party; or

    5.3.5 resell, distribute, advertise or otherwise commercially exploit the Platform.

    5.4 Without limitation of our other rights under the Agreement and at general law, we may limit or suspend (temporarily or otherwise) your access to the Platform, and remove any Live Auction and/or Power Sell listings or Classifieds associated with your User account, without notice at any time and in our sole discretion.

    5.5 We may also limit, suspend or permanently remove access to any User accounts that we believe have been created or are being used by or on behalf of a previous registered User of the Platform who has had their access limited, suspended or terminated due to a breach of this Agreement.

    5.6 Carhuna shall have no liability for any failure to perform the Services in accordance with this Agreement to the extent that such failure or delay results from the User's failure to comply with its obligations under this Agreement. This Agreement is in respect of the Services only and the parties acknowledge that no contract exists between them in respect of any other services to be performed in connection with the Platform.

    6. Listing an Auction Lot for sale as a Seller

    6.1 A Seller may list an Auction Lot for sale on the Platform by way of a Live Auction listing, a Power Sell listing, in accordance with the terms of this Agreement.

    6.2 Live Auction listing: After the Auction Lot is accepted for listing, you shall be committed to have the Auction Lot listed with us exclusively for a specified duration a “Live Auction”) together with any Preview Period (if selected) and/or extension of that Live Auction. This means that during this period, you shall not use another means of sale in respect of that Auction Lot.

    6.3 Power Sell listing: When you commit your Auction Lot to the ‘Power Sell’ listing you commit to have that Auction Lot listed with us exclusively whilst that listing remains live on the Platform. You are inviting Buyers to bid at or above the listing price. When a Buyer makes a bid for your Auction Lot via a Power Sell listing at or above the Power Sell listing price you must select which offer you wish to accept, the sale is then automatically agreed, you will complete the sale to your selected Buyer, and we will remove your Auction Lot from the Power Sell listing.

    6.4 To list an Auction Lot for sale on the Platform, a Seller must submit a request and upload photos and related information.

    6.5 A listing submission from a Trade Seller will be posted on the Platform automatically but may be subject to further review and approval by Carhuna in its sole discretion at any time.

    6.6 A listing submission from a Consumer will be subject to an approval process undertaken by Carhuna. Once all information required by Carhuna has been provided, Carhuna will consider the proposed Auction Lot and use its reasonable endeavours to confirm to the Consumer within two (2) Business Days of submission of the listing if the Auction Lot is accepted to be listed on the Platform.

    6.7 It is the Seller's sole responsibility to ensure that its listings are accurate and comply with the requirement of clause 7 below as to Content and descriptions.

    6.8 Reserves: A Seller can submit a Reserve price for the Auction Lot when submitting a Live Auction listing on the Platform. Once a Reserve is set and the Live Auction listing is live, you may reduce the Reserve or withdraw it, but you cannot increase it. If no Reserve is submitted and the Auction Lot is listed for sale without a Reserve, the Seller acknowledges that there will be no minimum Purchase Price for the sale of that Auction Lot.

    6.9 If a Buyer makes the highest bid on the Auction Lot during a Live Auction, and that Bid is within 10% of the Reserve set by the Seller, we reserve the right (at our discretion and without further reference to or consultation with the Seller) to make up any shortfall to the Reserve set by the Seller (“Shortfall Payment”). Carhuna will make the Shortfall Payment after the Auction Lot has been sold and the Auction Lot has been paid for and collected by the Bidder within 30 days. Carhuna reserves the right to request evidence that this transaction has been completed (including payment by the Seller up to the value of the winning Bid) prior to making such payment. The Seller (i) agrees to accept the Shortfall Payment on the terms of this Agreement and to treat the same as satisfying any Reserve applicable to the Live Auction; and (ii) acknowledges and agrees that the provision of such payment by Carhuna to the Seller is an independent transaction and does not in any way make Carhuna a party to the Sale Contract or any other transaction between the Seller and the Buyer. For the avoidance of doubt, Carhuna's obligation to make a Shortfall Payment shall arise upon notification to the Seller via email and/or telephone following conclusion of the Live Auction, but shall be subject to a condition subsequent that the Sale Contract is fully performed and all obligations under it discharged by the parties in all respects.

    6.10 Carhuna gives no warranty or representation as to the anticipated or likely selling price of any Auction Lot. Any estimate given, whether written or oral, as to the estimated selling price of any Auction Lot is a statement of opinion only and may be subject to revision from time to time at Carhuna's sole discretion and should not be relied upon as an indication of the actual selling price.

    6.11 Without prejudice to Carhuna's rights under clause 7.4 below, a Seller is not permitted to withdraw an Auction Lot from sale after it has been listed in a Live Auction or Power Sell listing, save in exceptional circumstances (including material loss or destruction of the Auction Lot) and subject to obtaining Carhuna's prior written consent. Carhuna is entitled, in its absolute discretion, to refuse any request to withdraw an Auction Lot pursuant to this clause 6.11.

    6.12 If you, as a Seller, withdraw your Auction Lot from sale pursuant to clause 6.11 above, or following a Live Auction or from a Power Sell listing and an agreed sale of your Auction Lot to a Buyer, you fail to complete the sale of the Auction Lot within the timeframe agreed with the Buyer for any reason other than the default of the Buyer, you will be obliged to pay the Commission to Carhuna in accordance with clause 11.1 that would have been paid by the Buyer, calculated as follows:

    (a) if you fail to complete the sale of the Auction Lot following a Successful Bid (whether through a Live Auction or a Power Sell listing), calculated on the final Purchase Price of the Auction Lot; or

    (b) if you withdraw your Auction Lot from sale after it has been listed in a Live Auction or as a Power Sell listing pursuant to clause 6.11 above, the Commission will be calculated on (i) the higher of the highest Bid received prior to withdrawal or the last Reserve you agreed with Carhuna, or (ii) in the absence of a Bid, the last Reserve; or (iii) if there are no Bids and there is no Reserve, a minimum charge of £500, excluding any applicable Taxes on all Auction Lots.

    6.13 As a User, you acknowledge and agree that:

    (a) when you are participating on the Platform as a Seller, you will not bid on your own Auction Lot once it has been listed for sale on the Platform; and/or

    (b) when you are participating on the Platform as a Buyer, you cannot Bid on an Auction Lot of an Associate, nor can an Associate bid on your Auction Lot unless they have a genuine intention of purchasing the Auction Lot.

    An “Associate” for the purposes of this clause 5.9, has the meaning given to it in section 435 of the Insolvency Act 1986.

    6.14 If, in Carhuna's reasonable opinion, it determines that any User has acted in breach of clause 6.13, you acknowledge and agree that:

    (a) Carhuna shall be entitled (in its sole discretion) to terminate or suspend the User's access to its Platform Account and consequently, remove all of those User's active Auction Listings and any Classifieds (whether it is participating in that listing as a Seller or a Buyer and take any other such action as it may reasonably consider appropriate or necessary in the circumstances; and

    (b) if you are not a Consumer, you will be liable to us and indemnify us for any losses or costs, including legal costs, that we may incur arising out of any breach of clause 6.13. If you are a Consumer, you will be responsible for any loss or damage we suffer as a result of a breach of clause 6.13.

    7. Auction Lot: Content and Descriptions

    7.1 The Seller is solely responsible for the factual accuracy of, and for any opinions expressed in, the description of each Auction Lot entered by you, and for any error, misstatement or omission of information in that description, as well as the condition, authenticity and quality of the Auction Lot.

    7.2 If you are a Seller and you list an Auction Lot for sale on the Platform, you represent and warrant that:

    (a) you are the legal owner of the Auction Lot, or you are a duly authorised agent for a principal who is the legal owner of the Auction Lot;

    (b) you have legal possession or control of the Auction Lot and are able to deliver the Auction Lot into the possession or control of the Buyer;

    (c) you are free to sell the Auction Lot listed on the Platform;

    (d) you will complete any governmental or regulatory registration requirements necessary to complete the sale of the Auction Lot;

    (e) neither you nor the legal owner of the Auction Lot are subject to any international sanctions under the UK, EU or US sanctions regimes or are based in a country that is subject to any such sanctions regimes at any time on or after the date of this Agreement;

    (f) the Auction Lot was not obtained through or connected with any criminal activity, including (without limitation), theft, money laundering or tax evasion.

    (g) you will complete the sale of the Auction Lot to the successful Buyer;

    (h) that the Auction Lot will be free of any charges or encumbrances or that such charges or encumbrances will be satisfied on or prior to payment of the Purchase Price and you will transfer unencumbered legal ownership to the Buyer; and

    (i) the terms of the Sale Contract to be entered into between the Seller and the Buyer will form part of the Auction Lot description or will be communicated to the Buyer via the Platform, and will comply with all applicable laws and regulations for the sale of the Auction Lot to a Trade Buyer and/or a Consumer (as applicable).

    7.3 The description of the Auction Lot is, to the best of the Seller's knowledge, accurate and not misleading. By listing an Auction Lot, the Seller represents and warrants to Carhuna that the Seller has notified (or will before the listing goes live on the Platform notify) Carhuna in writing of any material alterations to the Auction Lot of which the Seller is aware, any material defects in the Auction Lot, and of any concerns expressed by third parties in relation to the authenticity, age, condition or quality of the Auction Lot, and has provided Carhuna with all such information in the Seller's possession or control.

    7.4 If the Seller notifies us in writing of any required amendments to the description during the Live Auction (including by amending or updating a listing), we may, at our discretion (and without limitation of our rights under this Agreement), (i) announce these amendments in the listing by way of an express notification of an edit to the original listing description or (ii) suspend or withdraw the Auction Lot without prior notice to Users. Where an Auction Lot is withdrawn by Carhuna as a result of amendments under this clause, we may, acting in our reasonable discretion, charge the Seller for our lost Commission as set out in clause 6.12, and in doing so will take into account whether, in our opinion, the Seller was or should reasonably have been aware of any alteration, material defect or concern regarding the authenticity, age, condition or quality of the Auction Lot at the time of listing, and/or whether the reason for the withdrawal was reasonably foreseeable or otherwise within the Seller's control.

    7.5 As a Seller you are solely responsible for the accuracy and completeness of the information you provide in connection with an Auction Lot and assume all risk and liability associated with such information, including any third-party reliance on its accuracy or completeness.

    7.6 While Carhuna may (in its sole discretion) perform some verification processes in relation to the Vehicle prior to listing the Auction Lot on the Platform, to the extent permitted by law, Carhuna expressly disclaims any duty to the Seller or the Buyer to investigate the accuracy of the description of any Auction Lot provided by or on behalf of the Seller. Listings do not comprise representations by Carhuna to any User and Carhuna shall not be liable to the Seller or the Buyer for any error or misstatement in or omission from the description of any Auction Lot.

    7.7 Carhuna reserves the right to carry out any due diligence or other background checks into Users as it deems necessary to meet its legal and regulatory obligations and to suspend, postpone or cancel any listing or transaction at any point without liability to any User should it identify a potential breach of such legal and regulatory obligations.

    7.8 The Seller gives Carhuna the full and absolute right to:

    (a) use any photographs and illustrations relating to an Auction Lot at any time at its absolute discretion (whether or not in connection with the Live Auction, Power Sell or Classified listing).

    (b) use and display the User's marks, branding and other Intellectual Property Rights on the Platform strictly for the performance of the Services, provided any such use shall be in accordance with the User's written brand guidelines that may be provided to Carhuna from time to time.

    7.9 During the term of the Agreement, Carhuna grants to a Trade Seller a non- exclusive, royalty-free licence, revocable at any time, to use Carhuna's Intellectual Property Rights in its name and logos for the limited purpose of promoting the Trade Seller's listings on the Platform on its own website, online platform or social media channels. For the avoidance of doubt, the use of Carhuna's Intellectual Property rights pursuant to this clause 7.9 will be subject to Carhuna's absolute right to demand the removal or modification of any Content by the Trade Seller at any time.

    8. Bidding on an Auction Lot as a Buyer

    8.1 If you are a Buyer bidding for an Auction Lot or making a Bid on an Auction Lot via Power Sell, you acknowledge that it is your responsibility to:

    (a) check the accuracy of your Bids;

    (b) arrange an inspection of an Auction Lot you intend to bid on;

    (c) independently determine the description, ownership, value, condition, authenticity and quality of the Auction Lot;

    (d) directly contact the Seller to determine the cost of any delivery or other charges associated with the potential purchase of an Auction Lot that may become payable to the Seller and the options as to the method of payment;

    (e) directly contact the Seller to purchase the Auction Lot once you have received notification via the Platform of a Successful Bid;

    (f) check the Auction Lot at the point of collection as against the information provided in the listing;

    (g) arranging pickup or delivery of the Vehicle with the Seller (or the Seller's designated agent for that purpose);

    (h) determine whether any export or import rules or regulations apply in connection with the purchase of the Vehicle and to ensure that any regulatory approvals or permits are obtained; and

    (i) pay all costs and expenses (including insurance costs) incurred in connection with the collection or delivery of the Vehicle, including but not limited to any Taxes, fees and expenses.

    8.2 When placing a Bid on an Auction Lot via a Live Auction, a Bidder may elect to participate in the Absentee Bid feature on the Platform. Once you have set up the Absentee Bid feature in respect of an Auction Lot it may not be withdrawn or suspended. Each Absentee Bid placed in respect of those pre-authorised instructions from the Buyer will constitute a 'Bid' for the purposes of this clause 8 and cannot be withdrawn.

    8.3 As a Buyer, you agree in respect of each Bid submitted for an Auction Lot that:

    (a) your Bid is a legally binding obligation on you, that if your Bid is successful and achieves any Reserve required by the Seller (unless the Reserve is waived by the Seller) or where you use the Power Sell functionality, a Sale Contract will be concluded, and you must pay the Purchase Price to the Seller;

    (b) your Bid creates a binding obligation upon you to Carhuna to pay the Commission, which shall not be conditioned on the Sale Contract being performed in full or in part by any party, or on the legality, impossibility or frustration of the Sale Contract, or affected by the Sale Contract being avoided, rescinded, cancelled, amended or varied (or by any analogous event), whether in whole or in part. The amount and the time at which the Commission falls due will be determined at the end of the Auction based on the winning Bid or Power Sell price.

    (c) you are making an irrevocable offer to purchase that Auction Lot and you must pay to the Seller the final amount of your highest Bid;

    (d) your Bid is irrevocable and cannot be withdrawn, including any maximum bid.

    8.4 It is the responsibility of a Buyer and Seller, respectively, to negotiate any additional or supplementary terms of a Sale Contract for an Auction Lot. All written communications between a Buyer and a Trade Seller in respect of an Auction Lot should be retained by the Buyer and the Trade Seller as evidence of such communications. Copies of all such communications shall be made available to Carhuna if required.

    8.5 When you first bid on an Auction Lot, our third-party payment provider, Stripe, will put a hold on your credit or debit card for an amount based on the reserve or expected sales price as set out below. This hold will then be immediately released and no money taken.

    FromToPre-Authorisation Amount
    £1£34,999£360
    £35,000£69,999£1,050
    £70,000£174,999£2,100
    £175,000£399,999£5,250
    £400,000£749,999£10,200
    £750,000£999,999£15,000
    £1,000,000+£18,000

    8.6 If your Bid is successful, subject to achieving any Reserve required by the Seller unless the Reserve is waived by the Seller, you will pay to the Seller the final amount of your highest bid within five (5) Business Days of the auction ending unless otherwise agreed with the Seller. If you do not make payment in full to the Seller within the five (5) Business Days, or within the timeframe agreed with the Seller, you will lose the right to purchase the Auction Lot and the Commission due and payable to Carhuna will not be refundable. You will complete the purchase of the Auction Lot and make payment to the Seller and pay the Commission, in the name or entity in which you are registered as a User on the Platform.

    8.7 For the avoidance of doubt, your failure to perform your obligations under the Sale Contract (including, as a consequence of the Seller's termination of a Sale Contract pursuant to clause 10.4) for any reason other than the default of the Seller will not relieve you of your obligation under this Agreement to pay the Commission to Carhuna in accordance with clause 11.1. Without limitation of our rights in this respect, in the event that a Seller elects to treat the Sale Contract as having been repudiated or rescinded, we may assist the Seller to attempt to sell the Auction Lot to the next highest Bidder via the Platform, pursuant to the terms of this Agreement.

    8.8 In the event that your Bid is unsuccessful, and a Reserve is not met or waived by the Seller in respect of the Auction Lot, Carhuna may in its discretion, within five (5) Business Days of the expiry of the Live Auction or Power Sell listing, contact one or more of the Bidders and the Seller to facilitate the potential completion of the sale of the Auction Lot to a Bidder, on terms mutually acceptable to the parties and subject always to the terms of this Agreement, including (for the avoidance of doubt) the User’s obligation under clause 11 to pay the Commission due to Carhuna. For the avoidance of doubt, there shall be no obligation on any of the parties to complete a sale and purchase of an Auction Lot under this clause 8.7.

    8.9 Power Sell listings: You can make a Bid on Auction Lots listed under a Power Sell listing. When you make a Bid for an Auction Lot via Power Sell at or above the Power Sell price and the Seller elects to proceed with your offer, the sale is agreed and you are agreeing to pay the Commission and complete the purchase of the Auction Lot.

    8.10 Carhuna may at its discretion remove any Bid made by a Buyer bidding for an Auction Lot if:

    (a) you have not provided us with a valid payment method for the Commission, either because we could not pre-authorise your payment card, or for any other reason;

    (b) we have reasonable grounds to believe the Seller is bidding for the relevant Auction Lot, or we believe you are bidding on behalf of the Seller; or

    (c) you did not pass one or more of the due diligence checks we have made on you.

    8.11 You represent and warrant that the funds you use for your purchase of an Auction Lot, and the payment of the Commission, have no link with criminal activity including, without limitation, money laundering, tax evasion or terrorist financing.

    8.12 As a Buyer, you acknowledge that we do not inspect any vehicles that may be listed on the Platform and further acknowledge and agree that Carhuna bears no risk or liability associated with purchasing a vehicle from a Seller through your use of the Platform. Arranging for an inspection of the vehicle is your sole responsibility.

    9.Classifieds

    9.1 A Seller may submit an advertisement to sell a Vehicle or Automobilia on the Platform via their Platform Account. By placing a Classified on the Platform, you are deemed to have accepted the terms of this Platform Agreement, together with all other policies and terms that may be posted on the Platform from time to time.

    9.2 The Seller is solely responsible for the factual accuracy of, and for any opinions expressed in, the description of the Vehicle or Automobilia listed for sale in the Classified, and for any error, misstatement or omission of information in that description, as well as the condition, authenticity and quality of the Vehicle or Automobilia.

    9.3 Carhuna reserves the right to remove or suspend the publication of a Classified on the Platform at any time and in its sole discretion. If a Classified is so removed or suspended on the Platform, we will attempt to contact you to explain why your advert has been removed or suspended.

    9.4 Each time a Seller places a Classified on the Platform, a separate severable contract is formed between you and us, which is subject to this Agreement. If you are a Consumer, unless you purchase additional Classified listing spaces, you may place no more than one (1) Classified on the Platform at any one time.

    10.Term and termination

    10.1 The terms of this Agreement shall apply to each User: (i) whilst that User remains registered as a User on the Platform; and (ii) whilst that User has any outstanding liabilities owed to Carhuna in respect of its use of the Services.

    10.2 Subject to clause 12.2 in relation to a Consumer, a User may cancel its Platform Account with Carhuna at any time by submitting a cancellation request via the Platform, provided that the User is not participating in a Live Auction or a Power Sell listing as a Seller and/or as a Buyer. If you are a Seller who has listed an Auction Lot for sale or a Buyer who has submitted a Bid on an Auction Lot, you cannot submit a cancellation request or terminate this Agreement until the end of the Live Auction or Power Sell listing, except with the express written consent of Carhuna.

    10.3 Termination for cause: Carhuna or the User may terminate this Agreement immediately on written notice to the other party if the other party:

    10.3.1 breaches a material term of this Agreement that, if capable of remedy, is not remedied within ten (10) days of written notice from the other party;

    10.3.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

    10.3.4 the other party applies to court for or obtains a moratorium under Part A1 of the Insolvency Act 1986;

    10.3.5 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

    110.3.1 breaches a material term of this Agreement that, if capable of remedy, is not remedied within ten (10) days of written notice from the other party;

    10.3.6 has a receiver, manager, or administrative receiver appointed over all or any part of its undertaking, assets or income;

    10.3.7 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

    10.3.8 an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership;

    10.3.9 if the party is a natural person, a petition is presented to any court for the bankruptcy of such person; and/or

    10.3.10 is subject to any events or circumstances analogous to those in clauses 10.3.3 to 10.3.9 in any jurisdiction.

    10.4 Termination of a Sale Contract for Cause by a Seller. A Buyer who has submitted a Successful Bid acknowledges that (without limitation of any additional terms in the Sale Contract) the Seller reserves the right to terminate any Sale Contract in the following circumstances:

    (a) the Buyer does not make full payment for the Auction Lot within the time specified in the Sale Contract;

    (b) the Buyer does not pay any pre-agreed delivery and/or shipping costs, including any and all Taxes arising in respect of the same; and/or

    (c) the Buyer breaches any other term of the Sale Contract.

    10.5 Any dispute with respect to the sale of any Auction Lot shall be resolved between the Buyer and Seller and without the participation of Carhuna. A Buyer that purchases a Vehicle from a Trade Seller may have certain cancellation rights, as set out in clause 12 below.

    10.6 The termination of this Agreement (or the termination of any Sale Contract pursuant to clause 10.4) shall not affect any right or obligation of the parties accrued up to the date of termination, including for the avoidance of doubt, the payment of the Commission to Carhuna.

    11.Fees and Payment

    11.1 In consideration of Carhuna performing the Services, a User in its capacity as Buyer or Seller shall pay the Commission due immediately following notification of a Successful Bid on the Platform, together with any additional costs or charges which have been approved by the User in writing. Carhuna shall notify the User of the Commission and charges incurred in relation to the supply of the Services, and the payment terms applicable to that User, via the Platform.

    11.2 The Commission to be paid pursuant to the terms of this Agreement is exclusive of Value Added Tax (“VAT”), and the User shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice.

    11.3 Payment of the Commission to be made by a User to Carhuna under this Agreement shall be facilitated through Stripe, Inc., our third-party payment processing service provider and will be processed immediately following notification of a Successful Bid. We do not accept cash or any other form of payment. Users authorise Stripe, Inc. to pre-authorise any amount applicable to the Commission payable to Carhuna in connection with a Successful Bid and agree that payment collection will be subject to Stripe, Inc's. terms of service and privacy policy, which can be found at https://carhuna.com/terms-and-conditions and https://carhuna.com/privacy, respectively.

    11.4 Carhuna reserves the right to recover any Shortfall Payment paid to a Seller pursuant to clause 6.9 above, in the event that the condition subsequent (that the Sale Contract is fully performed and all obligations under it discharged by the parties in all respects) is not satisfied within 5 days following notification to the Seller of a Successful Bid (or such later date as may be agreed as between the Seller and Carhuna in writing). In such circumstances, Carhuna will attempt to recover the Shortfall Payment using the payment authorisation granted by the User to Stripe, Inc. If Stripe, Inc. is unable to take the Shortfall Payment from your credit or debit card then you must make payment of the amount in immediately available funds during normal banking hours to such bank account as we shall specify.

    11.5 If for any reason a User fails to make any payment due to Carhuna under this Agreement by the due date for payment, then the User shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11.3 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

    11.6 The Commission is payable in British pounds sterling exclusive of any applicable Taxes, which may also become payable.

    12.Consumer’s Rights to Cancel

    12.1 If you are a Consumer and you purchase an Auction Lot from a Trade Seller via the Platform (other than by way of participation in a Live Auction), you have certain rights available to you under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “2013 Regulations”). Those rights are enforceable as against a Trade Seller.

    12.2 If you are a Consumer, you also have a right to cancel this Agreement within 14 days without giving any reason. The cancellation period will expire after 14 days from the Commencement Date and is subject to the provisions of the 2013 Regulations relating to the supply of services during the cancellation period. Cancellation of this Agreement will be effective if given during the cancellation period, but this will not affect your rights or obligations under any Sale Contract concluded by you as a Buyer or Seller.

    12.3 To exercise your right to cancel this Agreement, you must inform us of your decision to cancel the Agreement by a clear statement of your intention to cancel (“Cancellation Notice”). You may use the model form of notice shown at the Schedule to this Agreement, but it is not mandatory to do so.

    12.4 A Cancellation Notice may be sent by post to our registered office, or by email (hello@carhuna.com) to at the following address 22 Wycombe End, Beaconsfield, Buckinghamshire, HP9 1NB.

    13.Third Party Providers

    13.1 Users acknowledge that the Platform and the Services may enable or assist them to access the website content of, correspond with, and purchase products, services and information from, third parties via third-party websites and that they do so solely at their own risk.

    13.2 Carhuna makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by a User, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the User and the relevant third party, and not Carhuna.

    13.3 Carhuna recommends that the User refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Carhuna does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Platform.

    14.Representations, Warranties and Undertakings

    14.1 Mutual representations and warranties: Each party warrants that it has the corporate power and capacity to enter into this Agreement and to perform its obligations under this Agreement.

    14.2 Authority to act: Where this Agreement is entered into by an agent on behalf of the User (whether in its capacity as a Seller or a Buyer), the User warrants and represents that third party agent has the authority to enter into the Agreement.

    14.3 Non-infringement of Intellectual Property Rights: The User warrants and represents that any Content uploaded onto the Platform will not breach the Intellectual Property Rights of any third party.

    14.4 Non-circumvention: During the Term of this Agreement, a User agrees not to approach another User directly or to conclude a Sale Contract in connection with an Auction Lot other than through the Platform. In the event that a User breaches the terms of this clause 14.4, Carhuna shall be entitled to charge either one or both of the relevant parties to recover an amount equivalent to the Buyer Fees that would have become due and payable in respect of the sale of the Auction Lot via the Platform but for the breach of this clause 14.4.

    15.Indemnities

    15.1 The User shall indemnify and hold harmless Carhuna against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all reasonable professional costs and expenses) suffered or incurred by Carhuna arising out of or in connection with:

    (i) any breach of the warranties in clause 13;

    (ii) any breach of an obligation of a User under this Agreement;

    (iii) any liability arising from a breach of any applicable laws or regulations in the formation, conduct or completion of a Sale Contract entered into by the User, whether in its capacity as a Seller or a Buyer; and

    (iv) any claim made or any proceedings commenced or threatened by a User or by any third party, in each case arising from or in relation to a User's use of the Platform and/or the sale or arising from a Sale Contract entered into between a User as Seller and User as Buyer.

    15.2 Authority to act: At the request of Carhuna and at the User's own expense, the User shall provide all reasonable assistance to enable Carhuna to resist any claim, action or proceedings brought against Carhuna as a consequence of any such breach or potential liability arising under clause 15.1 above.

    16.Limitation of liability

    16.1 The User acknowledges and agrees that Carhuna acts as an intermediary between Users in providing access to the Platform and its Services to facilitate trading of Auction Lots between Users. Carhuna does not act as an agent or traditional auctioneer, it does not have legal title to an Auction Lot, and does not review the Content for compliance with any applicable laws in any jurisdiction.

    16.2 References to liability in this clause 16 apply to every liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

    16.3 Neither Carhuna nor the User may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate act or default. Nothing in this clause 16 shall limit the User's payment obligations under this Agreement. Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; and (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

    16.4 Subject to clause 16.3, Carhuna's liability to a User in relation to use or provision of the Platform shall not exceed the Buyer Fees (with any other agreed fees and charges) received by Carhuna from the User in the 6 months preceding the date on which Carhuna's liability arises and, subject to clause 16.3, Carhuna shall not be liable to the User for (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iii) loss of anticipated savings; (iv) loss of use or corruption of software, data or information; (v) loss of or damage to goodwill; and/or (vi) any indirect or consequential loss.

    16.5 Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start from the end of the Term and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

    17.Consequences of termination

    17.1 Upon termination of this Agreement and following receipt of a valid VAT invoice from Carhuna, the User shall pay any outstanding Buyer Fees and any charges actually and properly incurred by Carhuna prior to the date of termination.

    17.2 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

    17.3 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

    18.Confidentiality

    18.1 Each party undertakes that it shall not, during this Agreement, and for a period of two (2) years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, assets, affairs, Users, clients or suppliers of the other party, except as permitted in this clause 18.

    18.2 Each party may disclose the other party's confidential information to (i) its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement (and each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 18); and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    18.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement or to perform or accept the Services.

    19.Force Majeure

    19.1 In this clause, Force Majeuremeans an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement, including without limitation (i) acts of God, flood, drought, earthquake or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination; (v) any law or any action taken by a government or public authority; (vi) collapse of buildings, fire, explosion or accident; and (vii) interruption or failure of any utility service.

    19.2 Inability to pay is not a Force Majeure event

    19.3 Each party shall: (i) promptly notify the other of the Force Majeure event and its expected duration; and (ii) use reasonable endeavours to minimise the effects of that event. If, due to Force Majeure, a party: (i) is unable to perform a material obligation; or (ii) is delayed in or prevented from performing its obligations for a continuous period of more than 30 days, then the other party may terminate this Agreement on not less than four weeks’ written notice.

    20.General

    20.1 Data protection

    20.1.1 Each of Carhuna and the User will comply with their obligations under the Data Protection Legislation. Where the User elects to share personal data with another User using the Platform, the Users acknowledge that they do so as controllers within the meaning of the UK GDPR and in respect of transfers of personal data between one or more Users via the Platform, Carhuna will act as a processor for each User, as further set out in this clause 20.1. The User will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Carhuna and/or lawful collection of the Personal Data by Carhuna on behalf of the User for the duration and purposes of this Agreement.

    20.1.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the User is the Controller and Carhuna is the Processor. The Privacy Policy sets out the scope, nature and purpose of processing by Carhuna, the duration of the processing and the types of Personal Data and categories of Data Subject.

    20.1.3 Without prejudice to the generality of clause 20.1.1, Carhuna shall, in relation to any Personal Data processed in connection with the performance by Carhuna of its obligations under this Agreement:

    (a) process that Personal Data only on the documented written instructions of the User as set out in this clause 20.1.3 and in accordance with the Privacy Policy, unless Carhuna is required by Domestic Law to otherwise process that Personal Data. Where Carhuna is relying on Domestic Law as the basis for processing Personal Data, Carhuna shall promptly notify the User of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits Carhuna from so notifying the User;

    (b) ensure that it has in place appropriate technical and organisational measures (which are set out in the Privacy Policy and which User is deemed to have reviewed and approved), to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (which may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

    (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

    (d) have general authority to transfer any Personal Data outside of the UK , and in relation to which:

    (i) the User or Carhuna shall provide appropriate safeguards in relation to the transfer;

    (ii) the User or Carhuna shall ensure that the Data Subject has enforceable rights and effective legal remedies;

    (iii) Carhuna complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

    (iv) Carhuna complies with reasonable instructions notified to it in advance by the User with respect to the processing of the Personal Data;

    (e) assist the User, at the User's cost, 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, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

    (f) notify the User without undue delay on becoming aware of a Personal Data Breach concerning data undergoing processing within the meaning of this clause 20.1;

    (g) at the written direction of the User, delete or return Personal Data and copies thereof to the User on termination of the Agreement unless required by Domestic Law to store the Personal Data;

    (h) allow for and contribute to audits by the User as further set out in this clause 20;

    (i) maintain complete and accurate records and information to demonstrate its compliance with this clause 20; and

    (j) immediately inform the User if, in the opinion of Carhuna, an instruction infringes the Data Protection Legislation

    20.1.4 Carhuna shall have general written authority to appoint third-party processors of Personal Data under this agreement, including those third party processors set out in the Privacy Policy upon User's entry into this Agreement and at each subsequent amendment or variation thereof. Carhuna confirms that it has entered or (as the case may be) will enter with each third-party processor into a written agreement either substantially on that third party's standard terms of business or incorporating terms which are substantially the same as those set out in this clause 19 and in either case which Carhuna undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the User and Carhuna, Carhuna shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 20.1.4.

    20.1.5 Carhuna shall inform Users of any intended changes concerning the addition or replacement of other processors by updating the information on such processors in the Privacy Policy, thereby giving the User the opportunity to object to such changes. Objections shall be notified in writing to Carhuna. Carhuna shall notify the User without undue delay if it is unable to provide the Services in the ordinary course of its business without the assistance of such processor, and in such circumstances either party may terminate the Agreement by written notice to the other, without limitation of each party's rights up to the date of termination.

    20.1.6 The User acknowledges and accepts that the payment information you supply to Stripe, Inc. is not within Carhuna's control and is subject to Stripe's own privacy policy and terms and conditions, which can be found at the link shown in clause 11.3 above.

    20.1.7 Carhuna's obligation to allow for and to contribute to audits shall be satisfied if, following written notice from a User, Carhuna (i) provides copies of the User's Personal Data or the information contained in such data in a commonly-used electronic format; (ii) confirms to User the technical and organisational measures taken for the protection of Personal Data; and (iii) confirms to the User whether it is aware of any Personal Data Breach having taken place which has affected the User, other than any previously notified to it. Carhuna may make a reasonable charge for contributing to audits in the manner set out in this clause 20.1.7and may condition such contribution on User's acceptance of specific confidentiality obligations in relation to the business and operations of Carhuna, its suppliers and customers from time to time.

    20.1.8 Carhuna may, at any time by amendment or variation of this Agreement in accordance with its terms, revise this clause 20.1by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

    20.1.9 The details of processing of Personal Data under this Agreement shall be as follows:

    (e) Scope of Processing: the provision of the Services via the Platform on the terms of this Agreement.

    (f) Nature: the transfer of information and documents in electronic form using the Platform in order to carry out the Services and facilitate the sale of Auction Lots and the posting of Classifieds via the Platform for, without limitation, the sale of Vehicles and Automobilia.

    (g) Purpose of processing: the provision of the Services by Carhuna to Users and the transfer of information between Users of the Platform.

    (h) Duration of the processing: the term of the Agreement, and any period thereafter as required by law.

    (i) Types of Personal Data: any Personal Data collected or transmitted by or on the Platform, including Personal Data concerning Users or their agents, employees, contractors, officers, directors or shareholders (as applicable) from time to time, as well as persons connected with any Auction Lot.

    (j) Categories of Data Subject: include Users who are natural persons, their agents, employees, contractors, officers, directors or shareholders (as applicable) from time to time, as well as persons connected with any Auction Lot.

    20.2 Entire agreement

    20.2.3 This Agreement constitutes the entire agreement between the parties in respect of the User's participation on the Platform and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    20.2.4 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

    20.2.5 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

    20.3Assignment and other dealings

    The User shall not assign, transfer, mortgage, charge, subcontract, delegate, or otherwise deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of Carhuna.

    20.4Variation

    Save where expressly provided for in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    20.5Severance

    If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

    20.6No partnership or agency

    Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

    20.7Third party rights

    Save as set out in clause 2.3, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

    20.8Governing law and Jurisdiction

    This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 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.

    Should you have any questions about this Agreement, please contact us at: support@carhuna.com

    This Agreement was updated on 15 August 2023 and is effective immediately.

    Carhuna may update the terms and conditions of this Agreement from time to time, which may include making changes to fees and payment terms. The current terms in force will be posted on the Platform and your registration with and/or use of the Platform will be deemed to constitute an acceptance of these terms. We will notify you of any material changes to the terms of this Agreement by sending Users an email with details of the changes, or otherwise notifying you of any changes next time you log into the Platform. Any changes to the terms of this Agreement and posted onto the Platform shall be effective immediately. Your continued use of the Platform will be deemed to constitute an acceptance of the revised terms.

    Schedule

    Model Cancellation Notice

    To: Carhuna Limited (company registration number 14037816) and whose registered office is at 22 Wycombe End, Beaconsfield, Buckinghamshire, HP9 1NB.

    By post or by email support@carhuna.com

    I hereby give notice that I cancel my contract for the supply of the following services by Carhuna Limited:

  • For a Seller: my registration for Carhuna Limited services on [*].
  • For a Buyer: my registration for submitting a bid on an Auction Lot on [*].
  • For a User: my registration as a Seller and a Buyer on the Platform.
  • Name of consumer:

    Address of consumer:

    Date: 11th May 2023