General Terms and Conditions

Welcome to Caroo! We provide a Platform that connects sellers of motor vehicles with potential buyers on these terms and conditions. Please read these terms and conditions carefully, as they contain important information.

1. Our Disclosures

Our complete terms and conditions are contained below, but some important points for you to know before you use our Platform are set out below:

• We may amend these Terms at any time, by providing written notice to you;
• Whilst we do not charge you for access to the Platform, we may charge you for your use of Add On Features. To the maximum extent permitted by law, any Fees for Add On Features are non-refundable. We reserve the right to change our Fees for the Add On Services from time to time and will advise you via the Platform
• Our Liability under these Terms is limited to us resupplying the Caroo Services to you and we will not be liable for Consequential Loss;
• We will have no Liability for any loss that is a result of a Third Party Service, your use of the Calling Feature on the Platform, any aspect of the Buyer and Seller interaction including the motor vehicles offered by the Seller, the description of the motor vehicles requested or offered, any advice provided, supply and delivery of motor vehicles and any event outside of our reasonable control;
• You agree to indemnify us for any Liability we incur as a result of your breach of the Acceptance and Platform Licence clause, the Intellectual Property clause and the Content You Upload clause of these Terms.
• We may terminate these Terms at any time by giving 14 days’ written notice to you as set out in clause 14.
• We will handle your personal information in accordance with our Privacy Policy;
• We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform or for featuring certain products or services on the Platform.

Nothing in these terms limit your rights under the Australian Consumer Law.

2. Introduction

1. These terms and conditions (Terms) are entered into between Caroo Holdings Pty Ltd ABN 83 631 419 433 (we, us or our) and you, together the Parties and each a Party.
2. We provide a platform where vendors of motor vehicles (Sellers) and purchasers of motor vehicles (Buyers) can find each other, advertise and connect (Platform).
3. In these Terms, you means the person accessing or using the Platform, unless you are a Seller.
4. Separate terms and conditions will apply to your access and use of the Platform if you are a Seller. The terms and conditions applicable to Sellers are available here.
5. If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s Personnel to these Terms.

3. Acceptance and Platform Licence

1. You accept these Terms by checking the box, clicking “I accept”, registering on the Platform, or using the Platform or the Caroo Services.
2. You must be at least 16 years old to use the Platform.
3. We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate these Terms in accordance with the Termination clause.
4. If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.
5. We may use API(s), including Google Maps API(s) as set out in our Privacy Policy. Your use of Google Maps is subject to the Google Maps Additional Terms of Service.
6. Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to download and use our Platform in accordance with these Terms.  All other uses are prohibited without our prior written consent.
7. When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:
   1. anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
   2. using the Platform to defame, harass, threaten, menace or offend any person;
   3. using the Platform for unlawful purposes;
   4. interfering with any user of the Platform;
   5. tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
   6. using the Platform to send unsolicited electronic messages;
   7. using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform;
   8. using our Platform, including our Content, in any way that competes with our business;
   9. publish, republish, transmit, display, distribute, or otherwise make available any content from the Platform;
   10. use any content from the Platform in order to develop or promote any website, database or e-store;
   11. mirror or frame any part of the Platform;
   12. use any content from the Platform in a way that otherwise violates any of the terms and conditions of the Platform, including but not limited to use in a way that would be in breach of clause 8 of these Terms; and/or
   13. facilitating or assisting a third party to do any of the above acts.

4. Accounts

1. You may register on the Platform and create an account (Account) to access the Platform’s additional features.
2. You may only have 1 Account on the Platform.
3. You may not register on behalf of someone else and you may not allow any one else to use your registration details to access and use any of the Caroo Services.
4. You must provide basic information when registering for an Account including your contact or user name and email address. The username you choose must not (1) be offensive or in other ways insulting or (2) contain characteristics which belong to a third party, including names of famous persons, or personal names to which you do not own the rights.
5. Once you have registered an Account, your Account information will be used to create a profile which you may then curate.
6. All personal information you provide to us will be treated in accordance with our Privacy Policy.
7. You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer it to others. We reserve the right to restrict or delete an Account at any time and at our sole discretion.
8. You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including introductions made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
9. We do not conduct any verification of Sellers on the Platform. If you are a Buyer, you should do your own due diligence before buying a motor vehicle from a Seller.
10. You can delete your account at any time by selecting ‘Delete Account’ under ‘My account’ section of the app or by contacting us via the ‘contact us’ page on our website.

5. Platform summary

1. The Platform is a marketplace where Buyers and Sellers can find each other, and advertise motor vehicles online. We provide the Platform to users (including hosting and maintaining the Platform), and provide promotional opportunities for Sellers (together the Caroo Services). You understand and agree that we only make available the Caroo Services. We are not party to any agreement entered into between a Buyer and a Seller and we have no control over the conduct of Sellers, Buyers or any other users of the Platform.
2. A Seller wanting to sell a motor vehicle creates an Account on the Platform and posts an accurate and complete description of specifications of the motor vehicle they can provide, including the purchase price of the motor vehicle, their location and available times, and any other information they deem necessary (Seller Listing).
3. A Buyer wanting to buy a motor vehicle can create an Account or access the Platform as a guest to view and browse Seller Listings.
4. A Buyer may contact a Seller via the Seller Listing and arrange a time to view the motor vehicle or finalise the transaction. Any transactions between a Buyer and Seller must occur off the Platform.
5. You acknowledge and agree that we are not a party to any transaction between the Buyer and Seller, and we accept no liability for any aspect of the Buyer and Seller interaction, including but not limited to the accuracy of any Seller Listing, the quality of any motor vehicle listed on the Platform, or the exchange of any funds between the Buyer and Seller.
6. Buyers and Sellers may enter into written agreements in relation to the sale of the motor vehicles. To the extent there is inconsistency between any additional terms and conditions separately entered into between Buyers and Sellers and these Terms, these Terms will prevail.
7. For disputes between Buyers and Sellers, we encourage Parties to attempt to resolve disputes (including claims for returns or refunds) with the other Party directly and in good faith. In the event that a dispute cannot be resolved through these means, the Parties may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws.
8. You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, dealer management services, phone network providers or cloud storage providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform or any of its features due to a failure of the Third Party Services.

6. Add On Features

1. We may, from time to time, offer additional paid features (Add On Feature). The Add On Features we have available and the associated fee structures will be set out on the Platform.
2. We may modify our Add On Features from time to time as advertised on our Platform. We will notify you via the Platform if we change our Add On Features. If you are unhappy about the change you can terminate your use of the Platform under clause 14. Your continued use of the Platform after we notify you in relation to a change in Add On Features amounts to your acceptance of the amendment.
3. If there are any fees payable for the Add On Feature (Fees), this will be set out on the Platform. If you select an Add On Feature, you agree to pay us the Fees as set out on the Platform.
4. You may cancel any Add On Features or subscriptions at any time by following the instructions on the Platform.
5. The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a third party provider (for example, Apple Pay or Android Pay). You acknowledge and agree that we have no control over the actions of the third party provider, and your use of the third party payment method may be subject to additional terms and conditions.
6. You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
7. To the maximum extent permitted by law, any Fees paid by you to us are non-refundable.

7. Communication

1. We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message or email.
2. Buyers and Sellers can communicate on the Platform via email or calls to 1300 numbers, or privately offline using the contact details listed on the Platform.
3. The Platform may use 1300 numbers when you contact a motor dealership, which could be at different call rates depending on the type of device used. Please contact your telephone service provider for more detailed information on charges to 1300 telephone numbers.
4. You acknowledge and agree that the in platform calling feature (Calling Feature) made available via the Platform relies on Third Party Services. By using the Calling Feature, you agree to any terms and conditions set by the provider of the Third Party Services. To the maximum extent permitted by law, we will not be liable for, and you waive and release us from, any Liability caused or contributed to by, arising from or connected with your use of the Calling Feature on the Platform.
5. You acknowledge and agree that we may access and view any emails sent by you via the Platform. In our absolute discretion, we may edit, delete, refuse to send or remove in whole or in part any information or material transmitted via the communication services available on the Platform.

8. Intellectual Property

1. All intellectual property (including copyright) developed, adapted, modified or created by us or our Personnel (including in connection with the Terms, any content on the Platform, and the products) (Our Intellectual Property) will at all times vest, or remain vested, in us.
2. We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.
3. You must not, without our prior written consent:
   1. copy, in whole or in part, any of Our Intellectual Property;
   2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
   3. breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property.
4. Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:
   1. you do not assert that you are the owner of Our Intellectual Property;
   2. unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
   3. you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
   4. you comply with all other terms of these Terms
5. This clause will survive the termination or expiry of these Terms

9. Content you upload

1. You may be permitted to post, upload, publish, submit or transmit relevant information and content including Seller Listings (User Content) on the Platform. We may run campaigns via the Platform and via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).
2. If you make any User Content available on or through the Platform, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of the Platform and our social media platforms.
3. You agree that you are solely responsible for all User Content that you make available on or through the Platform, including on social media using a Tag. You represent and warrant that:
   1. you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and
   2. neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
4. We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.
5. From time to time we make available content, materials and information on the Platform such as our marketing content, documents relating to the Caroo Services and supplemental information relating to car advertisments (Our Content).
6. Some of the Content we make available on the Platform is made available to us via third-parties (for example, the User Content and third party advertisements or any referred links). While we use reasonable attempts to ensure the accuracy and completeness of the Content on our Site, some of the Content is unable to be verified by us (including Content made available by third-parties and User Content) and may not be comprehensive or accurate.
7. You agree that any information contained on the Platform and the Content is factual information only, is not comprehensive and is for general information purposes only. Our Content does not take into account your specific needs, objectives or circumstances, and is not advice. You cannot rely on it as such. The Content has not been adapted to your personal circumstances.
8. The Content may be subject to change without notice and we do not undertake to keep the Platform up-to-date.
9. While we use reasonable attempts to ensure the accuracy and completeness of the Content and provide it in good faith, to the extent permitted by law, (including the Australian Consumer Law), we do not warrant the accuracy, completeness or suitability for you of any of the Content and exclude all express and implied warranties, representations and guarantees of any kind in respect thereof.
10. This clause will survive the termination or expiry of these Terms.

10. Warranties

1. You represent, warrant and agree that:
   1. you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
   2. there are no legal restrictions preventing you from entering into these Terms;
   3. all information and documentation that you provide to us in connection with these Terms or the Platform is true, correct and complete;
   4. you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
   5. we are not responsible for any aspect of the Buyer and Seller transaction or any disputes arising in respect thereof;
   6. where you are a Buyer, you are solely responsible for making all relevant searches, enquiries, and investigations in relation to any motor vehicles listed on the Platform including any written off vehicle register or register of security interests (including the Personal Properties Securities Register) and determining (without limitation) whether the specific motor vehicle is fit for any particular purpose, will achieve any specified result, will provide any benefit, is as advertised or described by the Seller, is of merchantable quality, is safe for the purpose intended, and comes with clear legal title.

11. Australian Consumer Law

1. Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
2. If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
3. Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform and the Content) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
4. As a Buyer, the motor vehicle provided by a Seller may also confer on you certain rights under the ACL.
5. This clause will survive the termination or expiry of these Terms.

12. Exclusions to liability

1. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
   1. any aspect of the Buyer and Seller interaction including the motor vehicles offered by the Seller, the description of the motor vehicle requested or offered, any advice provided, or supply and delivery of the motor vehicle; and
   2. any event outside of our reasonable control.
2. You agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clause 3, the Intellectual Property clause 8 and the Content You Upload clause 9 of these Terms.
3. This clause will survive the termination or expiry of these Terms.

13. Limitations on liability

1. To the maximum extent permitted by law:
   1. we will not be liable for Consequential Loss;
   2. each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s Personnel, including any failure by that party to mitigate its losses; and
   3. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Caroo Services to you.
2. This clause will survive the termination or expiry of these Terms.

14. Termination

1. Your Account and these Terms may be terminated by you at any time, using the ‘cancel Account’ functionality (or similar) in the Account page section of your Account settings or, where you do not have an Account, by ceasing your use of the Platform. 
2. We may terminate these Terms at any time by giving 14 days’ written notice to you (Termination for Convenience).
3. These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
   1. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
   2. the Defaulting Party is unable to pay its debts as they fall due.
4. Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.
5. Upon expiry or termination of these Terms:
   1. we will remove your access to the Platform;
   2. we will immediately cease providing the Caroo Services and, where you are a seller, remove any of your active Seller Listings;
   3. you agree that, other than where termination is due to our Termination for Convenience, to the maximum extent permitted by law, any payments made by you to us (including any Fees) are not refundable to you;
   4. where we terminate the Terms for any reason other than a Termination for Convenience, you also agree to pay us our reasonable additional costs directly arising from such termination (including legal fees, debt collector fees and mercantile agent fees).
6. Where termination is due to our Termination for Convenience or our breach of these Terms, we agree to provide you with a refund of any prepaid unused portion of the Fees.
7. Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
8. This clause will survive the termination or expiry of these Terms.

15. Notice regarding Apple

1. To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.
2. Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.
3. If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
4. Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
5. Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
6. You agree to comply with any applicable third-party terms when using our mobile application, including any Usage Rules set forth in the Apple App Store Agreement of Service.
7. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
8. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

16. General

1. Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
2. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
3. Confidentiality: Other than where the disclosure is permitted by law, each Party agrees not to disclose any confidential information it may access on or through the Platform to a third party, or otherwise misuse such confidential information. Confidential information may include confidential information supplied to you by us, by a Buyer, or by a Seller.
4. Disputes:  In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between a Buyer and us, or a Seller and us, a Party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
5. Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
6. Further assurance: You must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
7. Governing law: This Agreement is governed by the laws of New South Wales.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts
8. Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
9. Privacy: We will handle your personal information in accordance with our Privacy Policy. You agree  to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
10. Publicity: You agree that we may advertise or publicise the broad nature of our supply of the Caroo Services to you, including on our website or in our promotional material.
11. Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
12. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
13. Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.
14. Waiver: A delay or failure by a Party to enforce its rights under these Terms is not a waiver of those rights. No waiver by either Party will be effective unless it is in writing and signed by the respective Party.

17. Definitions

1. Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
2. Content means Our Content and User Content as defined by clause 9.
3. Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
4. Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
5. Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties).
6. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.
7. Personnel means, in respect of a Party, any of its directors, officers, employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
8. Privacy Policy means our privacy policy, available at [here].

Private Seller Terms and Conditions

Welcome to Caroo! We provide a Platform that connects sellers of motor vehicles with potential buyers. These are the terms and conditions for registering and using our Platform to advertise motor vehicles for sale. Please read these terms carefully, as they contain important information.

 1. Our Disclosures

Our complete terms and conditions are contained below, but some important points for you to know before you use our Platform are set out below:

• We may amend these Terms at any time, by providing written notice to you;
• Whilst we do not charge for basic listing services we may charge you for your use of Add On Features. To the maximum extent permitted by law, any Fees for Add On Features are non-refundable. We reserve the right to change our Fees for the Add On Services from time to time and will advise you via the Platform;
• Our Liability under these Terms is limited to us resupplying the Caroo Services to you and we will not be liable for Consequential Loss;
• We will have no Liability for any aspect of the Buyer and Seller interaction including the motor vehicles offered by the Seller, the description of the motor vehicles requested or offered, any advice provided, supply and delivery of motor vehicles and any event outside of our reasonable control;
• You agree to indemnify us for any Liability we incur as a result of your breach of the Acceptance and Platform Licence clause 3, the Intellectual Property clause 9 and the Content You Upload clause 10 of these Terms.
• We may terminate these Terms at any time by giving 14 days’ written notice to you as set out in clause 15;
• We will handle your personal information in accordance with our Privacy Policy;
• You agree that we may advertise or publicise the broad nature of our supply of the Caroo Services to you, including on our website or in our promotional material; and
• We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform or for featuring certain products or services on the Platform.

Nothing in these terms limit your rights under the Australian Consumer Law.

2. Introduction

1. These terms and conditions (Terms) are entered into between Caroo Holdings Pty Ltd ABN 83 631 419 433 (we, us or our) and you, together the Parties and each a Party.
2. We provide a platform where vendors of motor vehicles (Sellers) and purchasers of motor vehicles (Buyers) can connect (Platform).
3. In these Terms, you means (as applicable) the person registered with us as a Seller, unless you are considered a Dealer, as defined in clause 2.5. You are only entitled to use the Platform in accordance with these Terms if you are a private party or non-commercial advertiser.
4. If you are registered with us as a Seller but are not accessing the Platform in your capacity as a Seller, the General Terms and Conditions, available here, will apply to your access and use of the Platform in place of these Terms.
5. For the purposes of these Terms, you will be considered a dealer (Dealer) if you:
   1. are a licensed dealer and intend to sell the car featured in your advertisement from your dealership; or
   2. advertise for sale any car as an agent for its owner; or
   3. advertise for sale more than four cars within any 12 month period.
6. Separate terms and conditions will apply to your access and use of the Platform if you are a Dealer, available here. If you are a Dealer and would like to access and use the Platform, please contact us at admin@caroo.com.au
7.  If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s Personnel to these Terms.

3. Acceptance and Platform Licence

1. You accept these Terms by checking the box, clicking “I accept”, registering on the Platform, or using the Platform or the Caroo Services.
2. You must be at least 18 years old to use the Platform.
3. We may amend these Terms at any time, by providing you with the updated Terms via the Platform. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate these Terms in accordance with the Termination clause.
4. If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.
5. We may use API(s), including Google Maps API(s) as set out in our Privacy Policy. Your use of Google Maps is subject to the Google Maps Additional Terms of Service.
6. Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to download and use our Platform in accordance with these Terms.  All other uses are prohibited without our prior written consent.
7. When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:
   1. anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
   2. using the Platform to defame, harass, threaten, menace or offend any person;
   3. using the Platform for unlawful purposes;
   4. interfering with any user of the Platform;
   5. tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
   6. using the Platform to send unsolicited electronic messages;
   7. using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform;
   8. using our Platform, including our Content, in any way that compete with our business;
   9. publish, republish, transmit, display, distribute, or otherwise make available any content from the Platform;
   10. use any content from the Platform in order to develop or promote any website, database or e-store;
   11. mirror or frame any part of the Platform;
   12. use any content from the Platform in a way that otherwise violates any of the terms and conditions of the Platform, including but not limited to use in a way that would be in breach of clause 8 of these Terms; and/or
   13. facilitating or assisting a third party to do any of the above acts.

4. Account

1. You may register on the Platform and create an account (Account) to access the Platform’s features.
2. You may only have 1 Account on the Platform which you can use as a Seller and/or as a Buyer.
3. You may not register on behalf of someone else and you may not allow any one else to use your registration details to access and use any of the Caroo Services.
4. You must provide basic information when registering for an Account including your contact name, contact number (Australian contact numbers only), email address, street address and billing address and you must choose a username and password. The username you choose must not (1) be offensive or in other ways insulting or (2) contain characteristics which belong to a third party, including names of famous persons, or personal names to which you do not own the rights.
5. Once you have registered an Account, your Account information will be used to create a profile which you may then curate.
6. All personal information you provide to us will be treated in accordance with our Privacy Policy.
7. If you are a Seller, you acknowledge and agree that your personal information, including contact details, may be disclosed to Buyers in order to facilitate your introduction.
8. You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer it to others. We reserve the right to restrict or delete an Account at any time and at our sole discretion.
9. You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including introductions made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
10. We may make access to and use of certain parts of the Platform subject to conditions or requirements, including cancellation history, quality of services and threshold of reviews.
11. We do not conduct any verification of Sellers on the Platform. If you are a Buyer, you should do your own due diligence before buying a motor vehicle from a Seller.
12. You can delete your account at any time by selecting ‘Delete Account’ in the ‘My Account’ section of the app or by contacting us via the ‘contact us’ page on our website.

5. Platform summary

1. The Platform is a marketplace where Buyers and Sellers can find each other, and advertise motor vehicles online. We provide the Platform to users (including hosting and maintaining the Platform), and provide promotional opportunities for Sellers (together the Caroo Services). You understand and agree that we only make available the Caroo Services. We are not party to any agreement entered into between a Buyer and a Seller and we have no control over the conduct of Sellers, Buyers or any other users of the Platform.
2. A Seller wanting to sell a motor vehicle creates an Account on the Platform and posts an accurate and complete description of specifications of the motor vehicle they can provide, including the purchase price of the motor vehicle, their location and available times, and any other information they deem necessary (Seller Listing).
3. A Buyer wanting to buy a motor vehicle can create an Account or access the Platform as a guest to view and browse Seller Listings.
4. A Buyer may contact a Seller via the Seller Listing and arrange a time to view the motor vehicle or finalise the transaction. Any transactions between a Buyer and Seller must occur off the Platform.
5. You acknowledge and agree that we are not a party to any transaction between the Buyer and Seller, and we accept no liability for any aspect of the Buyer and Seller interaction, including but not limited to the accuracy of any Seller Listing, the quality of any motor vehicle listed on the Platform, or the exchange of any funds between the Buyer and Seller.
6. Buyers and Sellers may enter into written agreements in relation to the sale of the motor vehicles. To the extent there is inconsistency between any additional terms and conditions separately entered into between buyers and sellers and these Terms, these Terms will prevail.
7. For disputes between Buyers and Sellers, we encourage Parties to attempt to resolve disputes (including claims for returns or refunds) with the other Party directly and in good faith. In the event that a dispute cannot be resolved through these means, the Parties may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws.
8. You must remove an advertised motor vehicle from the Platform if the advertised item is sold or withdrawn from sale.
9. You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, dealer management systems, phone network providers or cloud storage providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform or any of its features due to a failure of the Third Party Services.

6. Seller Listings

1. A Seller Listing must not:
   1. advertise any vehicles located outside of Australia;
   2. advertise any vehicles not immediately available for sale;
   3. advertise any vehicles that you are not the owner of, or that you do not have a right to sell;
   4. include an offer of or referral to any other services, including finance;
   5. be misleading or deceptive;
   6. include references or links to other websites of HTML enhancement text;
   7. offer more than one primary item in a single Seller Listing; and
   8. include your personal contact details in any comments section.
2. You must not alter or amend an advertisement to describe or offer an item that is different to the item included in the original advertisement.
3. Photographs uploaded with advertisements must be current photographs of the actual vehicle for sale, and must not include any images of people, be digitally altered or contain any watermarks.
4. We may review your Seller Listing before publishing it, and may, in our sole discretion, accept or reject a Seller Listing. If we reject your Seller Listing, we will notify you via email.
5. We may republish your Seller Listing on such other websites, search engines, applications and print or other media as determined by us from time to time, in our sole discretion.
6. Despite anything to the contrary, we have editorial control in relation to the publication of your Seller Listing, including, but not limited to the format, position and placement of your Seller Listing.
7. We may in our sole discretion add to, edit or remove information within your advertisement including without limitation the Vehicle Identification Number (VIN) and/or registration number.
8. Once a Seller Listing has been submitted to us it cannot be cancelled. A Seller Listing may be removed at any time after publication. You can remove a listing yourself by following the instructions on the Platform. Any Fees in relation to the Seller Listing remain payable, and to the maximum extent permitted by law, are non-refundable.
9. The publishing of your Seller Listing by us does not create any relationship of agency between you and us.
10. To the maximum extent permitted by law, we will not be liable for any error, omission or failure to publish your Seller Listing in the form requested by you.

7. Add On Features

1. We may, from time to time, offer additional paid features, including a live parking feature. The additional features we have available and the associated fee structures will be set out on the Platform (Add On Feature).
2. If you select an Add On Feature, you agree to pay us the fees for the Add On Feature set out on the Platform (Fees).
3. You may cancel any Add On Features or subscriptions at any time by following the instructions on the Platform.
4. We may modify our Fees from time to time as advertised on our Platform. We will notify you via the Platform if we change our Fees. If you are unhappy about the Fee change you may terminate your use of the Platform in accordance with clause 15. Your continued use of the Platform after we notify you in relation to a Fee change amounts to your acceptance of the amendment.
5. The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a third party provider . You acknowledge and agree that we have no control over the actions of the third party provider, and your use of the third party payment method may be subject to additional terms and conditions.
6. You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
7. To the maximum extent permitted by law, any Fees paid by you to us are non-refundable.

8. Communication

1. We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message or email.
2. Buyers and Sellers can communicate privately offline using the contact details listed on the Platform.

9. Intellectual Property

1. All intellectual property (including copyright) developed, adapted, modified or created by us or our Personnel (including in connection with the Terms, any content on the Platform, and the products) (Our Intellectual Property) will at all times vest, or remain vested, in us.
2. We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.
3. You must not, without our prior written consent:
   1. copy, in whole or in part, any of Our Intellectual Property;
   2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
   3. breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property.
4. Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:
   1. you do not assert that you are the owner of Our Intellectual Property;
   2. unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
   3. you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
   4. you comply with all other terms of these Terms.
5. This clause will survive the termination or expiry of these Terms.

10. Content you upload

1. You may be permitted to post, upload, publish, submit or transmit relevant information and content including Seller Listings (User Content) on the Platform. We may run campaigns via the Platform and via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).
2. If you make any User Content available on or through the Platform, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of the Platform and our social media platforms.
3. You agree that you are solely responsible for all User Content that you make available on or through the Platform, including on social media using a Tag. You represent and warrant that:
   1. you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and
   2. neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
4. We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.
5. This clause will survive the termination or expiry of these Terms.

11. Warranties

1. You represent, warrant and agree that:
   1. you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
   2. there are no legal restrictions preventing you from entering into these Terms;
   3. all information and documentation that you provide to us in connection with these Terms or the Platform is true, correct and complete;
   4. have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
   5. we are not responsible for any aspect of the Buyer and Seller transaction or any disputes arising in respect thereof;
   6. where you are the Seller, you have the necessary rights and title to sell the motor vehicle and pass unencumbered title in the motor vehicle to the Buyer;
   7. where you are a Seller, you are responsible for complying with all laws, rules and regulations which apply to providing the motor vehicles in your Seller Listings;
   8. where you are a Seller, you are entitled to publish the Seller Listing and all materials contained in the Seller Listing, including text and images;
   9. we do not provide any guarantee that your vehicle will be sold via our Platform or the Caroo Services.

12. Australian Consumer Law

1. Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
2. If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
3. Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
4. This clause will survive the termination or expiry of these Terms.

13. Exclusions to liability

1. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
   1. any aspect of the Buyer and Seller interaction including the motor vehicles offered by the Seller, the description of the motor vehicle requested or offered, any advice provided, or supply and delivery of the motor vehicle; and
   2. any event outside of our reasonable control.
2. Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us for any Liability we incur as a result of, or in connection with:
   1. your breach of the Acceptance and Platform Licence clause, the Intellectual Property Clause, the Seller Listing clause and the Content You Upload clause of these Terms;
   2. the publication by us of your Seller Listing; and
   3. the sale or offering for sale of any vehicle contained in your Seller Listing.
3. This clause will survive the termination or expiry of these Terms.

14. Limitations on liability

1. To the maximum extent permitted by law:
   1. we will not be liable for Consequential Loss;
   2. each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s Personnel, including any failure by that party to mitigate its losses; and
   3. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Caroo Services to you.
2. This clause will survive the termination or expiry of these Terms.

15. Termination

1. Your Account and these Terms may be terminated by you at any time, using the ‘cancel Account’ functionality (or similar) in the Account page section of your Account settings or, where you do not have an Account, by ceasing your use of the Platform. 
2. We may terminate these Terms at any time by giving 14 days’ written notice to you (Termination for Convenience).
3. These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
   1. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
   2. the Defaulting Party is unable to pay its debts as they fall due.
4. Should we suspect that you are in breach of these Terms, we may suspend your Account while we investigate the suspected breach. If we suspend your Account, you will not be able to use the Platform.
5. Upon expiry or termination of these Terms:
   1. we will remove your access to the Platform;
   2. we will immediately cease providing the Caroo Services and, where you are a seller, remove any of your active Seller Listings;
   3. you agree that, other than where termination is due to our Termination for Convenience, to the maximum extent permitted by law, any payments made by you to us (including any Fees) are not refundable to you;
   4. where we terminate the Terms for any reason other than a Termination for Convenience, you also agree to pay us our reasonable additional costs directly arising from such termination (including legal fees, debt collector fees and mercantile agent fees).
6. Where termination is due to our Termination for Convenience or our breach of these Terms, we agree to provide you with a refund of any prepaid unused portion of the Fees.
7. Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
8. This clause will survive the termination or expiry of these Term

16. Notice regarding Apple

1. To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.
2. Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.
3. If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
4. Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
5. Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
6. You agree to comply with any applicable third-party terms when using our mobile application, including any Usage Rules set forth in the Apple App Store Agreement of Service.
7. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
8. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

17. General

1. Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
2. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
3. Confidentiality: Other than where the disclosure is permitted by law, each Party agrees not to disclose any confidential information it may access on or through the Platform to a third party, or otherwise misuse such confidential information. Confidential information may include confidential information supplied to you by us, by a Buyer, or by a Seller.
4. Disputes:  In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between a Buyer and us, or a Seller and us, a Party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
5. Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
6. Further assurance: You must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
7. Governing law: This Agreement is governed by the laws of New South Wales.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
8. Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
9. Privacy: We will handle your personal information in accordance with our Privacy Policy, . You agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
10. Publicity: You agree that we may advertise or publicise the broad nature of our supply of the Caroo Services to you, including on our website or in our promotional material.
11. Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
12. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
13. Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.
14. Waiver: A delay or failure by a Party to enforce its rights under these Terms is not a waiver of those rights. No waiver by either Party will be effective unless it is in writing and signed by the respective Party.

18. Definitions

1. Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
2. Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
3. Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
4. Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties).
5. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.
6. Personnel means, in respect of a Party, any of its directors, officers, employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
7. Privacy Policy means our privacy policy, available at [here].

Dealer Terms and Conditions

These terms and conditions are between Caroo Holdings Pty Ltd (ABN 83 631 419 433), (we, us or our) and you, the party stated in the Schedule (you or your), together the Parties and each a Party. These terms and conditions and the Schedule form the entire agreement under which we will provide the Services to you.

 1. Services

1. We agree to provide you the Services in accordance with this Agreement.
2. You understand and agree that we are not party to any agreement you enter into with a Buyer, and we have no control over the conduct of Buyers or any other users of the Platform.
3. You acknowledge and agree that the Services may be reliant on, or interface with third party systems that are not provided by us (for example, the Carrier Dashboard, Dealer Management Systems, phone network providers or cloud storage providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform or any of its features due to a failure of the Third Party Services.
4. We may use API(s), including an API to connect to your Dealer Management System, and Google Maps API(s) as set out in our Privacy Policy. Your use of any part of the Services which are powered by an API may be subject to additional terms of use, including the Google Maps Additional Terms of Service.
5. We may amend this Agreement at any time by providing you with written notice. If you do not agree with any amendment, you may terminate this Agreement in accordance with clause 9.

2. Licence

1. Subject to your compliance with this Agreement, we grant you (and your Authorised Users) a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to download and use the Carrier Dashboard in accordance with this Agreement. All other uses are prohibited without our prior written consent.
2. When using the Services, you and your Authorised Users must not do or attempt to do anything that is unlawful or inappropriate, including facilitating or assisting a third party to do any of the above acts.

3. Advertising on the platform

1. All information necessary for a Listing must be available in your Dealer Management System, have accurate and complete descriptions (Listing), and must;
   1. include the correct and accurate selling price;
   2. not contain any content which breaches applicable laws or third party intellectual property rights, or be  misleading or deceptive.
2. We may review your Listing before publishing it, and may, in our sole discretion, accept or reject a Listing.
3. Despite anything to the contrary, we have editorial control in relation to the publication of your Listing on the Caroo app or web Platform, including, but not limited to the format, position and placement of your Listing; and may republish on other media in our discretion.
4. The publication of your Listing by us does not create any relationship of agency between you and us.
5. All personal information you provide to us in relation to a Listing will be treated in accordance with our Privacy Policy. You acknowledge and agree that your personal information, including contact details, may be disclosed to Buyers in order to facilitate your introduction.
6. To the maximum extent permitted by law, we will not be liable for any error, omission or failure to publish your Listing in the form requested by you.

4. Content you upload

1. You and your Authorised Users may be permitted to post, upload, publish, submit or transmit relevant information and content including Listings (User Content) on the Platform.
2. If you make any User Content available on or through the Platform, including on social media using a Tag, you grant to us a non-exclusive, royalty-free licence to use the User Content, with the right to distribute, publicly display, transmit, stream, broadcast, or otherwise use such User Content on, through or by means of the Platform and our social media platforms.
3. You agree that you are solely responsible for all User Content that you make available on or through the Platform, including on social media using a Tag. You represent and warrant that:
   1. you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by this Agreement); and
   2. neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation
4.  We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.
5. This clause 4 will survive the termination or expiry of this Agreement.

5. Transaction on the platform 

1. A Buyer may contact you via your Listing. Any transactions between you and a Buyer must occur off the Platform.
2. We accept no liability for any aspect of your interaction with the Buyer, including but not limited to the accuracy of any Listing, the quality of any motor vehicle listed on the Platform, or the exchange of any funds between the you and the Buyer.

6. Price and payment

1. You agree to pay for our services as per the Schedule.

7. Communication

1. Buyers can communicate with you via the Platform or privately offline using the contact details provided in your Listing.
2. We may allocate you a phone number for Buyers to contact you via the Platform (Phone Number). You acknowledge and agree that:

1. 1. phone leads will be provided to you through third party carriers nominated by us from time to time (Carrier);
   2. we may allocate a Phone Number to you or your Listing in our sole discretion;
   3. all Phone Numbers are owned or licensed to us, and you have no proprietary interest in the Phone Numbers other than as a licensee;
   4. we may withdraw and/or substitute any Phone Numbers at our discretion and without Liability to you;
   5. we may provide to the Carrier such information as is necessary to enable them to provide Leads to you via the Phone Number;
   6. the Carrier may provide to us certain information relating to the use of the Phone Number, including call source, account information and call event records;
   7. if we allocate to you a Phone Number, you must provide to us a number of your own for the redirection of any calls;
   8. upon termination or expiry of this Agreement, any Phone Number allocated to you may be returned to our pool and reallocated to another customer;
   9. any calls received via your Phone Number may be recorded, and you are responsible for ensuring your Personnel agree to any such recording; and
   10. where we supply any recordings to you, you must keep the recordings secure, not disclose their content to third parties and must only use the recording to finalise a transaction or for quality and training purposes.

8. Obligations and warranties

1. Each Party represents, warrants and agrees that
   1. It has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business;
   2. This Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms;
   3. If applicable, it holds a valid ABN which has been advised to the other Party; and
   4. If applicable, it is registered for GST purposes.
2. You represent, warrant and agree:
   1. to comply with this Agreement and all applicable Laws, including but not limited to any Laws which apply to providing the motor vehicles in your Listings;
   2. you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;
   3. that the information and documentation you provide to us is true, correct and complete;
   4. you will not infringe any third party rights in working with us and receiving the Services;
   5. we are not responsible for any aspect of your transaction with the Buyer or any disputes arising in respect thereof;
   6. you have the necessary rights and title to sell the motor vehicle and pass unencumbered title in the motor vehicle to the Buyer;
   7. you are entitled to publish the Listing and all materials contained in the Listing, including text and images;
   8. we do not provide any guarantee that your vehicle will be sold via our Platform or the Services;
   9. that you will ensure all Leads are handled promptly and in a professional manner;
   10. we make no representations or warranties to you as to the number of Leads that you will or may receive;
   11. you must not sell, assign or otherwise provide (whether electronically or otherwise) any Lead, or information relating to any Lead, to any third party.

9. Termination

1. Should we suspect that you are in breach of this Agreement, we may suspend your Account while we investigate the suspected breach. If we suspend your Account, you will not be able to access and use the Services for the duration of the suspension.
2. Either Party may terminate this Agreement, by providing the other Party with 30 days’ written notice.
3. The accrued rights, obligations and remedies of the Parties are not affected by termination of this Agreement.
4. This clause 9 will survive the termination or expiry of this Agreement.

CONSUMER LAW RIGHTS, EXCLUSIONS & LIMITATIONS OF LIABILITY, APPLE PLATFORM, GENERAL & DEFINITIONS

10. Your consumer law rights

1. 1. Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Services which cannot be excluded, restricted or modified (Consumer Law Rights). Nothing in this Agreement excludes your Consumer Law Rights as a consumer under the ACL.
   2. You agree that our Liability for the Services is governed solely by the ACL and this Agreement.
   3. Subject to your Consumer Law Rights, we exclude all implied warranties, representations and guarantees of any kind (whether statutory or otherwise), unless expressly stipulated in this Agreement.
   4. This clause 10 will survive the termination or expiry of this Agreement.

11. Exclusions to liability

1. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
   1. any aspect of your interaction with a Buyer, including in connection with the motor vehicles offered by you, the description of the motor vehicle requested or offered, any advice provided, or supply and delivery of the motor vehicle; and
   2. any event outside of our reasonable control.
2. Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us for any Liability we incur as a result of, or in connection with:
   1. your breach of the Platform Licence clause, the Advertising on the Platform clause, the Intellectual Property Clause, and the Content You Upload clause of this Agreement;
   2. the publication by us of your Listing; and
   3. the sale or offering for sale of any vehicle contained in your Listing.
3. This clause 11 will survive the termination or expiry of this Agreement.

12. Limitation of liability

1. Limitation of Liability: Despite anything to the contrary, to the maximum extent permitted by law, and subject to your Consumer Law Rights:
   1. neither Party will be liable for any Consequential Loss;
   2. a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
   3. our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you.
2.  This clause 12 will survive the termination or expiry of this Agreement.

13. Intellectual property

1. You acknowledge and agree that we own or licence all Intellectual Property Rights in any Intellectual Property or content (including copyright) available as part of the Services, or developed, adapted, modified or created by us or our Personnel (Our Intellectual Property).
2. We authorise you to use Our Intellectual Property solely in order to benefit from the Services as provided in accordance with this Agreement.
3. You must not, without our prior written consent:
   1. copy, in whole or in part, any of Our Intellectual Property;
   2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
   3. breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property.
4. Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:
   1. you do not assert that you are the owner of Our Intellectual Property;
   2. unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
   3. you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
   4. you comply with all other terms of this Agreement.
5. This clause 13 will survive the termination or expiry of this Agreement.

14. Notice regarding Apple

1. To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that this Agreement is between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.
2. Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.
3. If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
4. Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
5. Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
6. You agree to comply with any applicable third-party terms when using our mobile application, including any Usage Rules set forth in the Apple App Store Agreement of Service.
7. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement.
8. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

15. General

1. Amendment: This Agreement may only be amended in writing and as agreed by the Parties
2.  Assignment: A party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
3. Disputes: A Party may not commence court proceedings relating to any dispute arising from this Agreement (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
4. Entire agreement: Subject to your Consumer Law Rights, this Agreement contains the entire understanding between the Parties, and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
5. Force majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.
6. Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
7. Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
8. Joint and several Liability: Where you constitute two or more individuals or entities, you will each be jointly and severally liable under this Agreement.
9. Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
10. Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate, subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
11. Precedence: To the extent there is any ambiguity, discrepancy or inconsistency in or between the terms of the Agreement and the Schedule, the Agreement will prevail.
12. Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
13. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
14. Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.
15. Waiver: A delay or failure by a Party to enforce its rights under these Terms is not a waiver of those rights. No waiver by either Party will be effective unless it is in writing and signed by the respective Party.

16. Interpretation & definitions

1. Interpretation & definWords like including and for example are not words of limitation.
2. In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:

1. 1. Agreement means these terms and conditions, which includes the Schedule and any documents attached to, or referred to in, each of them.
   2. Authorised User means a user permitted to access and use the Services under this Agreement, as invited by you.
   3. Business Days means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.
   4. Buyer means an individual (including an individual acting on behalf of a business entity) interested in browsing and purchasing a motor vehicle.
   5. Carrier has the meaning given in clause 7.2.
   6. Carrier Dashboard means our third party platform which allows you to manage and communicate with Leads.
   7. Dealer Management System means your system for managing your day to day dealership operations, including inventory.
   8. Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.
   9. Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
   10. Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
   11. Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licenses, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Services.
   12. Lead means a Buyer that enquires about one of your vehicles as a result of your advertisement on the Platform, whether they contact you via the Platform or otherwise.
   13. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
   14. Personnel means, in respect of a Party, any of its directors, officers, employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
   15. Platform means our platform (app/web) where vendors of motor vehicles (Sellers) and Buyers can find each other, advertise and connect.
   16. Schedule means the schedule to this Agreement.
   17. Services means the services we agree to perform under this Agreement, as further particularised in the Schedule.
   18. Site means our website, available at www.caroo.com.au

For any questions or notices, please contact us at:

Caroo Holdings Pty Ltd ABN 83 631 419 433

Email: admin@caroo.com.au

Last update: 10 Aug 2023