VROOM CLASSICS MARKETPLACE

CUSTOMER TERMS

(between Vroom Classics and Purchasers)

Effective Date: [10 March 2025]

1. Introduction

1. The website www.vroomclassics.com (“Marketplace”) is an online marketplace which allows sellers in the classic car industry (“Vendors”) to offer for sale goods and services to customers (“Customers” or “you”). 

2. The Marketplace is owned and operated by Vroom Classics Ltd (“Vroom”, “we”, “us”, or “our”), a limited company registered in England and Wales under company number 482910577. Our registered office address is Profile West, Suite 2 First Floor, 950 Great West Road, Brentford, United Kingdom, TW8 9ES. If you have a query or would like to speak to us about these terms, please contact us by email at legal@vroomclassics.com.

2. These terms

1. These terms and conditions will apply at any time when you use the Marketplace or our services (“Services”). By continuing to use the Marketplace or the Services you accept these terms and conditions and they will apply to the agreement between you and us (“Agreement”).

2. Your agreement for the purchase of any goods or services through the Marketplace will be between you and the Vendor (“Sales Agreement”). The Marketplace is a platform to enable Vendors to display their goods and services and make them available for purchase but the Vendor shall be responsible for fulfilling the terms of any Sales Agreement with you. A description of what comprises the Sales Agreement is set out at clause 5 below.

3. The Marketplace is a platform to enable Vendors to display their goods and services and make them available for purchase but the Vendor shall be responsible for fulfilling the terms of any Sales Agreement with you. We do not employ, control or manage any Vendors listed on the Marketplace.

4. These terms may be amended from time to time. Any amendments or new terms and conditions will be available on our Marketplace and the terms and conditions on the Marketplace at the time you enter into a booking will be the terms which apply. You may terminate this Agreement if you do not wish to be bound by any such amendments but by continuing to use our Marketplace or Services you will be deemed to have accepted the new terms.

3. Creating your account

1. Registration is not necessary to be able to access the Marketplace and we may permit guest check-out for purchases, but you may not be able to use all our Services if you do not have an account with us (“Account”). You may be able to create your Account when you make an order through the Marketplace.

2. To register with us or make an order we will require that you provide us with your name, address, valid email address and credit or debit card details. We may also require additional information from time to time. Please note that any personal information that you provide to us will be subject to our data protection obligations which are set out in our privacy notice (“Privacy Notice”). The Privacy Notice forms part of this Agreement. We reserve the right to verify your identity as part of the sign-up process.

3. You will be asked to create a password when registering. We recommend that you keep your password confidential and do not disclose it to any third party. If you do so reveal your password to a third party and they then access the Marketplace or use our Services they will be deemed to be acting for you. We will not be held responsible for any action taken by any third party to whom you have disclosed your password. If you believe a third party has become aware of your password and is using your Account without authorisation from you, please notify us immediately and we will suspend or close the Account at our discretion.

4. You must supply a valid email address when registering so that we can email order confirmations and other information relating to your use of our Services. We will not be held responsible if you fail to provide a valid email address and you do not receive an order confirmation or other information from us that you might be expecting. If you become aware that you have supplied an invalid email address please contact us immediately to correct the information we hold about you.

4. Acceptable use policy

1. In connection with using or accessing the Marketplace and our Services you will not:

• Solicit log-in information or access an account belonging to someone else.

• Fail to pay for items purchased by you, unless you have a valid reason as set out in a Vroom policy.

• Bully, intimidate, or harass any user of the Marketplace or our Services.

• Do anything unlawful, misleading, malicious, or discriminatory.

• Do anything to suggest, express or imply that statements made by you are endorsed by us.

• Impersonate any other person whether or not that other person is a user of the Marketplace or the Services.

2. Unless you have our prior written consent, you are expressly prohibited from:

• using any automated process, software, or script to extract, scrape, crawl or collect data or content from this Marketplace (“Marketplace Content”) in any manner, including but not limited to the use of web crawlers, bots, or spiders;

• aggregating, collecting, or compiling Marketplace Content for commercial or non-commercial purposes. This includes, but is not limited to, the use of Marketplace Content to create databases, directories, or other aggregated content; and/or

• using any artificial intelligence (“AI”) tools, machine learning algorithms, or other automated technologies to analyse, process, or generate content based on or through the use of Marketplace Content. This includes, but is not limited to, using the Marketplace Content to (i) train AI models (ii) for any form of automated content generation and (iii) as input to an AI system, as a prompt, request, question, instruction or similar.

3. We reserve the right to remove any account at our discretion at any time, without giving reasons if we suspect that an account is being operated in breach of these terms or if we suspect that you are attempting to bypass these restrictions.

4. We grant you a limited licence to access and make use of the Marketplace and our Services, but not to download (other than page caching) or modify the Marketplace or Services or any software which we use to operate the Marketplace or our Services, or any portion of it, except with our express written consent.  

5. Sales Agreement

1. The agreement for the order and purchase of goods and services on the Marketplace will be between you and the relevant Vendor. The Sales Agreement between you and the Vendor shall comprise of the terms on the Marketplace in relation to the Products and Services (including price, description and any other terms specific to those Products and Services), the terms in this clause 5 and any terms agreed between you and the Vendor through the Marketplace’s product listing information (vendor-specific shipment terms, returns and cancellation policies) and its messaging system (“Vroom Messaging System”) in relation to shipping and/or delivery.

Payment and prices

2. At the time you place an order for goods or services on the Marketplace you must give authority for payment. Vroom will take credit or debit card details and, in its capacity as agent for the Vendor, will take payment from you once the Vendor has accepted the order and confirmed the order details with you through the Vroom Messaging System.

3. Your order is an offer to buy from the Vendor. There will be no contract between you and the Vendor until the order is confirmed in writing by a confirmation email. 

4. All prices are expressed inclusive of any VAT payable and delivery costs unless otherwise stated. The total price payable will be clearly stated before you place your order.

5. The Vendor’s prices are listed on the Marketplace in UK pounds sterling (£) and you will be charged in this currency. If you are paying from a bank account or with a card in a different currency you will bear the cost and risk of the exchange rate that your bank or card provider applies. The Vendor may display prices in other currencies and where this is the case, you will be charged in that currency. Prices displayed in other currencies  on the listing are approximations only and the ultimate price you pay may be affected by the exchange rate and fees your bank or card providers apply. We strongly recommend that you check with your bank or card provider the rates and fees that will apply before making an order.

6. Payment for goods or services may be made by such credit or debit cards or other payment methods as may be advertised on the Marketplace from time to time. By using a credit or debit card you are confirming that you are authorised to use the card to make payment. The Vendor reserves the right to cancel your order or refuse to dispatch goods to you if your card issuer carries out checks and fails to make payment to the Vendor or Vroom as agent for the Vendor as a result.

7. Payment may be made using Vroom gift vouchers and the Vendors shall honour all orders where payment is in the form of Vroom gift vouchers.

Availability of goods

8. The Vendor will ensure that the Marketplace lists where the Vendor is low on stock or out of stock in respect of particular goods but will not accept an order where the goods are no longer available. 

9. If the Vendor is unable to fulfil an order then they will contact you and offer you the option of either (i) cancelling the order (ii) selecting alternative goods or (iii) proceeding with the order and accepting delivery of the goods when they are available again.

10. If the Vendor is unable to supply particular goods for any reason it will ensure that you are not charged for those goods. 

Delivery of goods

11. You will be able to select your preferred delivery option on the Marketplace at the time you place your order. The Vendor will deliver the goods in accordance with the option you select and must contact you immediately if it is unable to deliver the goods within the agreed timeframe or for any other reason.

12. The Vendor will not be liable if the goods do not arrive within the agreed timeframe due to circumstances beyond the Vendor’s control.

13. Delivery costs will be payable in addition to the price for the goods listed on the Marketplace. Delivery costs may vary depending on the size and weight of goods, type of delivery and to where the goods are being delivered. 

14. Delivery will be made to the address specified by you when placing your order. Please be aware that goods may not fit through your letter box and you may be required to be in at your address or attend a mail sorting office to receive them. Neither Vroom nor the Vendor shall be liable for any subsequent damage to or theft of goods delivered where delivery has been made to the address and location specified by you in your order.

Cancellation and Return

15. To cancel an order in accordance with your cancellation rights you will need to communicate with the Vendor directly through the Vroom Messaging System or contact us at customerservice@vroomclassics.com.

16. Cancellations and returns will be subject to the terms set out in the Sales Agreement.

17. We do not accept any responsibility for any cancelled orders and will not be liable for any fees, costs, expenses, or losses incurred by either you or a Vendor as a result of a cancelled order.

Customs

18. If you are ordering Products for delivery outside of the EU you may be subject to import duties and taxes, which are levied once the Products reach your delivery destination. Any such import duties, taxes and additional charges for customs clearance are your responsibility and you must pay them where applicable.  Any indication on the Marketplace of any taxes or charges that may be payable is for information purposes only and the Vendor strongly recommends that you contact your local customs office for further information as each country has its own customs policies and regulations. 

19. You are considered the importer of record when you order Products from the Vendor. You are responsible for ensuring that you comply with all laws and regulations of the country in which you are receiving the Products.  Please be aware that cross-border deliveries are subject to inspection by customs authorities and may be opened before reaching you. 

Communications

20. All queries about your order and any other communications between you and the Vendor must be through the Vroom Messaging System or via customerservice@vroomclassics.com or other officially sanctioned customer service communication channel operated by Vroom.

6. Gift vouchers

1. We may offer gift vouchers for purchase through the Marketplace. We will take payment using your credit or debit card details at the time you purchase them and in return you will be provided with a voucher code that may be redeemed in exchange for goods or services available on the Marketplace. If you purchase goods or services using gift vouchers, your agreement shall still be with the Vendor and we shall have no liability in respect of the goods or services so purchased.

7. Complaints and disputes

1. You agree that if you have any dispute with a Vendor concerning them or their goods or services you will attempt to resolve it in the first instance by directly communicating with the Vendor. 

2. You agree that we may disclose information to a Vendor in order for them to enforce their rights against you. 

3. You must pursue any legal proceedings against a Vendor directly and we will not be obliged to correspond with the Vendor on your behalf or assist you in any manner in relation to any such proceedings, nor shall we be obliged to assist you with dealing with any proceedings issued by a Vendor against you, whether arising out of an order or otherwise.

8. Your obligations 

1. You must:

• Agree to observe and act in accordance with the Sales Agreement.

• Provide us with accurate information and ensure that all details that we hold about you (including your email address) are up to date and valid.

• Not deal with the Vendor in any way which could be deemed to be harmful to our business or reputation or do anything which might adversely affect our relationship with a Vendor.

• Use the Marketplace in accordance with these terms and not in any way which may affect our reputation or the use and enjoyment of the Marketplace or our Services by any other users or third parties.

• Inform us as soon as it is practicable if you become aware that someone has tried to access your Account without your permission or attempted to purchase goods or services on the Marketplace using your personal details.

• Where applicable, only provide us with credit or debit card details for which you are the sole account holder.

9. Termination and suspension 

1. If (i) you are in breach of any term of this Agreement or our policies, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) we believe it is necessary to protect us, our users, customers, community or third parties; we may, with or without prior notice:

• Close, suspend or limit your access to or use of the Marketplace and/or your account;

• Suspend or remove your profile, reviews, or other content;

• Cancel pending or confirmed bookings; or

• Suspend or revoke any special status associated with your account.

2. Furthermore if you have not registered with us we may suspend your access to the Marketplace or the Services if we believe you to be in breach of this Agreement.

3. If we suspend or close your Account you will not be able to use our Services any longer and may not be able to access all areas of the Marketplace.

4. If we suspend your Account or access to the Marketplace for any reason we may refuse to provide you with any Services including the right to make any further Bookings. If you attempt to circumvent this clause by attempting to create a new account we reserve the right to terminate this Agreement and any existing Account you may have.

5. Upon termination you will no longer be able to use our Services or make Bookings through us. If when we terminate this Agreement you have any outstanding Bookings for which you have made pre-payment we may refund you accordingly. Any such refund is at our absolute discretion.  

10. Our liability 

1. We will not be liable to you for any business, financial or economic loss or for any consequential or indirect loss such as loss to reputation, lost bargain, lost profit, loss of anticipated savings or lost opportunity arising as a result of any services we provide to you under, or in any other way connected with, this Agreement (whether suffered or incurred as a result of our negligence or otherwise) except in the case of fraud, wilful concealment or theft.

2. For the avoidance of doubt, the liability excluded under clause 10.1 includes any loss arising from your dealings with any Vendor and we shall have no liability to you whatsoever for any act or omission of the Vendor in connection with any order or purchase of goods or services on the Marketplace or in relation to the goods or services themselves.

3. Our liability to you for all losses under this Agreement (subject to any liability in accordance with clause 10.5 below) is limited to the total amount of commission or fees paid to us by Vendors in connection with orders placed by you in the 12 months leading up to the date of the order or event to which the claim relates..

4. Save in the case of fraud or wilful concealment, no claim may be brought against us in relation to this Agreement more than 12 months following the date on which you last purchased any goods or services through the Marketplace.

5. Nothing in this Agreement limits or excludes our liability for death or personal injury arising as a result of our negligence or for fraud or fraudulent misrepresentation.

6. You agree that the above exclusions of liability are reasonable in all the circumstances, especially in light of the fact that our Services include only the provision of the Marketplace as a platform  for Vendors to sell their goods and services and responsibility for goods and services lies solely with the Vendors for whom we act only as an agent.

11. Intellectual Property

1. The content of the Marketplace is protected by copyright, trade marks, database right and other intellectual property rights (“IP Rights”) and all such IP Rights are owned by Vroom or are properly licensed to us by our licensors. The IP Rights in the Marketplace shall remain the property of us or our licensors.

2. You may retrieve and display the content of the Marketplace on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Marketplace without our written permission.

3. You agree that any comments, communications, ideas or other materials or information (“Customer Information”) that you may provide to us through or in relation to the Services and the Marketplace is provided on a non-confidential basis. Furthermore, you agree that any Customer Information you provide will be deemed to be our property once supplied to us and you assign all and any intellectual property rights that may exist in the Customer Information to us. We will be under no restriction in relation to the Customer Information and may use it as we see fit.

12. Data Protection 

1. We agree to comply with our obligations under all applicable laws and regulations relating to data protection and privacy as may be applicable from time to time, which at the date of these terms means the Data Protection Act 1998 and the European Union Regulation (EU) 2016/679 (GDPR) as such regulation is adopted into the law of the United Kingdom pursuant to the European Union (Withdrawal Act) 2018 and as amended by the Data Protection Act 2018, and any successor regulation or law (“Data Protection Legislation”).

2. For further details on how we comply with Data Protection Legislation please refer to our Privacy Notice.

13. Notice and Take-Down

1. We will make all reasonable efforts to delete accounts which are being used in breach of these terms and to identify and remove content that is defamatory or infringing on intellectual property rights or otherwise in breach of our media policy when we are notified but we cannot be responsible if you have failed to provide the relevant information.

2. In the event that you believe that an account is being used in an inappropriate manner or that any content which is distributed using the Marketplace is defamatory or infringing on intellectual property rights you should notify us in writing either by email to legal@vroomclassics.com including the following: 

• Your full name and contact details, including postal address, telephone number and e-mail address;

• The location where the defamatory or infringing content appears;

• The content that you believe is defamatory or infringing on intellectual property rights;

• The reasons that you believe the content is defamatory or infringing on intellectual property rights;

• A statement confirming that you are authorised to act on behalf of the claimant or rights holders; and

• A signed declaration truth in respect of the information in the notice.

3. Any statement made under this clause may be used in court proceedings.

14. General

1. Each of the parties warrants its power to enter into the Agreement and has obtained all necessary approvals to do so.

2. By entering into this Agreement you also agree to our Privacy Notice which is available via the Marketplace.

3. Any notice to be served on us shall be sent by pre-paid recorded delivery, registered post or email via the contact details provided at the beginning of these terms or such other physical or electronic address as may be notified by one party to the other.

4. Any notice to be served on a Client shall be sent by pre-paid recorded delivery, registered post or email to the address of the relevant party shown in the relevant party’s profile or such other physical or electronic address as may be notified by one party to the other.

5. No term of the Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.

6. We will be entitled to assign or sub-contract our obligations under this Agreement.

7. Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the performance of the Agreement impossible, whereupon all money accrued due under the Agreement shall be paid.

8. Each party acknowledges that the Agreement, including the Privacy Notice, contains the whole agreement between the parties and that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it. In particular it is agreed that any terms and conditions or other contractual documentation maintained by you or your affiliates or which you purport to apply to the subject matter of the Agreement will not apply.

9. You agree that these terms are fair and reasonable in all the circumstances. However, if any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

10. No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

11. Headings contained in this Agreement are for reference purposes only and should not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.

12. If any provision of this Agreement is, or is found to be, illegal, invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall not be affected by such illegality, invalidity or unenforceability.

13. Failure by us to enforce at any time or for any period any one or more of the terms of conditions of this Agreement shall not be a waiver by us of them or the right at any time subsequently to enforce all terms of this Agreement.

14. This Agreement shall be governed by English law in every particular including formation and interpretation and shall be deemed to have been made in England. You agree to submit to the exclusive jurisdiction of the English courts.