VROOM CLASSICS LTD

VENDOR TERMS

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” or “you”) to offer goods (“Products") and services (“Services”) to customers (“Customers”).

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 apply to Vendors on the Marketplace. These terms do not apply to services we provide to Customers or to the Products and Services provided to Customers by Vendors themselves.

2. The purchase of Products and Services by a Customer is dealt with under the Vroom Customer Terms and, subject to clauses 3.20 to 3.22, those additional terms and conditions set out by you in your listing (“Seller Purchase Agreement”).

3. You acknowledge that Vroom is offering a platform through the Marketplace on which your Products and Services will be listed or advertised and made available for sale to Customers and that Vroom will not be a party to any agreement relating to the Products and Services between you, the Vendor, and the Customer. 

4. These terms and conditions will apply at any time when you use the Marketplace to offer to sell Products or Services. By creating an account on the Marketplace you accept these terms and conditions and they will apply to the agreement between you and us (“Agreement”).

5. 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 a Customer order of your Products or Services is confirmed will be the terms which apply. You may terminate this Agreement if you do not wish to be bound by any such amendments (but you must honour any pre-existing Customer orders of your Products and/or Services) but by continuing to use our Marketplace you will be deemed to have accepted the new terms.

3. Creating your account and listing

Creating an account

1. To become a seller, you will be required to register and create an account and listing on the Marketplace.

2. To create an account you must be at least 18 years of age.

3. All the information you provide when creating your account and the listing of your Products and Services (“Listing”) must be truthful and accurate. You agree that you will not attempt to register in the name of any other business, company, entity, firm or individual already registered on the Marketplace nor will you adopt any username which is offensive. 

4. You will be required to create a different password for each user and you should take care that your password is protected at all times. The protection of your password is your responsibility and you are solely responsible for the unauthorised use of your password or unauthorised access to your account.

5. To create an account you will be required to submit specific information about you or your business including your name, email address, telephone number as well as any other information we may request. Any personal data you provide to us will be handled in accordance with our Privacy Notice.

6. We may at our option at any time require you to promptly provide us with reasonable evidence that any information you have given us is true and up to date and that such information and your behaviour is in compliance with these terms, applicable laws, regulations and industry standards. Such information includes (but is not limited to) information in connection with your registration to become a Vendor on the Marketplace, in your supplier profile and in the Listings for your Products and Services. We can suspend or restrict individual Listings until you have supplied this evidence and end this Agreement if you do not comply with this requirement.

7. You permit and instruct us to collect information about you and in connection with your performance of this Agreement (including without limitation the Products and Services you List on the Marketplace and disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations.

Communication with Us and Customers

8. As well as your Listing, you will also have access to a private dashboard to manage your Listings (“Seller Dashboard”). We will generally use the Seller Dashboard to tell you about Customer orders, questions, cancellations and complaints. We may also contact you via telephone, email or other methods.

9. You should use the Seller Dashboard to get in touch with us wherever possible, but we may also give you other ways of contacting us.

10. You must always use your Seller Dashboard to communicate with customers who have ordered with you through the Marketplace or enquired about your Products  or Services through the Marketplace. Where this is not possible (for example, where a Customer, having ordered through the Marketplace finds and calls you directly), you should enter accurate details of any communications with customers on your Seller Dashboard. This helps us to keep a full record of all communications in relation to any transaction, in case there are any disputes.

11. If a Customer contacts you about your Products or Services through the Marketplace you must not in any way ask or encourage the Customer to buy those Products or Services (or repeat orders for those or similar Products or Services) either directly from you or from another source. 

Listings Products and Services

12. To market your Products and Services, you will be required to create a Listing. You represent and warrant that you will:

1. Only create Listings which are not prohibited Products (as set out in our Prohibited Products Policy which may be updated from time to time).

2. Only list Products and Services which comply with all applicable legislation and regulations affecting their manufacture, sale, packaging, shipping and labelling and don't infringe third party trade marks or other intellectual property rights.

3. Only list Products which are safe. You cannot list Products that are unsafe, that we reasonably believe to be unsafe or that have been or become the subject of a product safety alert or recall. We may require product safety documentation before permitting you to list certain products. For information on your product safety obligations, see https://www.gov.uk/guidance/product-safety-advice-for-businesses.

4. Include in your Listings, or where appropriate your Seller Dashboard, all the information about you and your Products and Services and how you will fulfil orders that is needed to comply with consumer protection law, as well as any relevant safety information about your Products and Services. For more on these information requirements, please see the Trading Standards' advice on online selling at www.businesscompanion.info.

13. You agree that we will be entitled to suspend or remove any Listing at any time if we have grounds to believe that any Listing does not comply with our policies or requirements, is detrimental to the reputation of Vroom or the Marketplace, or is being used for improper purposes. 

14. You must ensure that your Seller Dashboard and your Listings:

1. Comply with our Acceptable Use Policy set out in clause 5, which bans things such as obscenity and defamation.

2. Only feature high quality images and descriptions, which you have all the necessary intellectual property and other rights to use in this way on the Marketplace and to license to us as set out in clause 13.

3. Are in the English language and be clear and comprehensible.

4. Display your policies governing returns and cancellations.

5. Display real-time information about how many of each Product you have in stock, ready to despatch. You must hold enough stock of your Products to meet reasonably expected demand within the timescales set out in your Listing. Products that are not in stock and where you cannot provide a date of availability or which will not be available within 7 days must be marked as "indefinitely out of stock"., Products which will be available within 7 days must be marked "out of stock" and the date when they will be in stock is shown.

6. Don't include anything which would encourage or allow customers to contact you other than through your Seller Dashboard or through the Marketplace, such as email or social media contact details, website addresses or other links. We reserve the right to remove such information.

7. Don't use any search engine optimisation techniques which breach search engines' guidelines or involve deception, including but not limited to keyword stuffing.

15. Where applicable, you must display your valid VAT registration number and where relevant, company number, in your Seller Dashboard.

16. You must provide us with any other information relating to you or your Listing as we may reasonably request at any time.

17. You are responsible for the accuracy of all information in your Listing and any information you provide to us in relation to it. You will be liable to the Customer under the Seller Purchase Agreement if the information you provide is inaccurate, incomplete or misleading in any way. Your liability may include any reasonable losses incurred by the Customer as a result of such inaccurate, incomplete or misleading information provided by you and you may be ordered to pay reasonable damages on the basis of misrepresentation, breach of contract or otherwise.

18. We reserve the right to approve, decline or amend any Listing at any time. In the event that we decide to decline or amend the Listing we will contact you with our reasons for declining the Listing or with our suggested amendments to the Listing. Repeated requests from us to remove or amend a listing may result in us terminating this Agreement in accordance with clause14.3.

19. In addition to marketing the Listing on the Marketplace, we will be entitled to display details of the Listing or otherwise market the Listing on all usual social media platforms, third party websites or send promotional emails to Customers or other third parties and provide such information about the Listing as we may deem appropriate to promote the Listing or to promote Vroom.

Additional terms and conditions in your Listing

20. Any additional terms to the Seller Purchase Agreement set out in your Listing must:

1. not be less favourable to the Customer than the Vroom Customer Terms;

2. not contain any terms that are contrary to this Agreement; and

3. be written using plain and customer-friendly language.

21. In the event of a conflict between any additional terms set out in your Listing and the Vroom Customer Terms, the Vroom Customer Terms will prevail.

22. We reserve the right to require you to amend any additional terms and conditions in your Listing if such terms and conditions are in breach of this Agreement.

Pricing for your Products and Services (including VAT and packaging and delivery charges)

23. Subject to clause 3.24 below, how you price your Products and Services is up to you and you can change the price for your Products and Services at any time using the Seller Dashboard. Please allow a reasonable time for revised prices to be displayed on the Marketplace. We will charge Customers the price shown on the Marketplace at the time they submit their order. Your prices must be inclusive of the following:

1. Supply VAT if the vendor is a VAT-registered entity. 

2. Non-optional packaging and other charges.

3. Any UK import VAT and customs duties, clearance charges, taxes, brokers' fees and other amounts payable in connection with your importation of goods prior to their sale to customers.

4. Delivery charges, which must be shown separately.

24. If you are selling the Product or Service elsewhere, the price on the Marketplace for that Product or Service must be the same price as, or lower than, the lowest price listed on any of your other sales channels.

25. You are responsible for ensuring that the correct taxes and rates are listed and Vroom shall not be liable in any way for your failure in this regard.

26. If we become aware that you are selling the Product or Service for a lower price elsewhere then we shall be entitled to request that the price on the Marketplace be changed or that the listing for the Product be removed entirely. In addition, you must inform us if you are selling the same Products or Services listed on the Marketplace on your website at a lower price as part of a sale or promotional campaign and in such circumstances we reserve the right to require you to reduce the price on the Marketplace to the same price on your other sales channels.

How we rank Seller Listings

27. Our Ranking Parameters Policy sets out the parameters we use to rank Listings in response to search queries made on the Marketplace.

28. We may invite you to participate in promotions on the Marketplace, for example, by paying us for a more visible Listing (as explained in our Ranking Parameters Policy) or participating in Marketplace-wide promotional events offering discounts on your products or free delivery. The terms of such promotions will be available through the Seller Dashboard and by submitting any of your Products or Services for such a promotion you agree to the relevant terms.

29. We will provide you with the tools, in the Seller Portal, to conduct your own promotions on the Marketplace at any time as chosen by you to improve your sales by, for example, improving Listing visibility (as explained in our Ranking Parameters Policy) or improving the sales conversion of your Listing(s). If you choose to conduct your own promotions, you agree to use only the tools and mechanisms as provided to you by the Marketplace and not to use other tools or mechanisms without prior written consent by a Representative of the Marketplace. Contact legal@vroomclassics.com should you wish to use alternative tools and mechanisms to promote your Listing(s) on the Marketplace.

4. Exclusivity

1. You and us may from time to time agree that certain Products or Services will be listed on the Marketplace on an exclusive basis. If you and us agree exclusivity in respect of any Products you agree that during the agreed period of exclusivity you shall not advertise or sell the relevant Products or Services through any other channel or platform whatsoever and any enquiries you receive during the period of exclusivity shall be re-directed to us.  Where exclusivity has been agreed then the rate of commission to which we are entitled in respect of those exclusive Products shall be agreed at the time.

5. Acceptable use policy

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

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

2. Bully, intimidate, or harass any user of the Marketplace or our services.

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

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

5. Impersonate any other person whether or not that other person is a user of the Marketplace or our services.

2. We reserve the right to deactivate your account and Seller Dashboard and remove your Listings from the Marketplace at our discretion at any time, without giving reasons if we suspect that your account is being operated in breach of these terms.

3. 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 our 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.

6. Orders

1. Orders of your Products and Services through the Marketplace will be dealt with in accordance with these terms.

2. When a Customer orders one of your Products or Services through the Marketplace, we, acting as an agent on your behalf, will send the Customer an order acknowledgement email or any other communication as may have been agreed between us (“Acknowledgement Email”) and will promptly notify you of the order via the Seller Dashboard. Please note that no binding agreement exists for the supply of Products or Services at this stage.

3. Using the Seller Dashboard, you must tell us as soon as possible, and in any event within 24 hours, if you will not be able to supply the Product or Services. If you tell us that you cannot fulfil an order, we will send the customer an order rejection email in our standard format.

4. If you accept the order or if you do not tell us within 24 hours that you cannot fulfil an order, we will send the Customer an order confirmation email (“Confirmation Email”) and so form a binding agreement for you to supply your Product or Service to the Customer.

5. At the time we send the Confirmation Email a binding agreement will be formed between you and the Customer. The agreement will be on the standard terms set out in the Vroom Customer Terms and will only include such additional terms, requirements, restrictions or rules relating to your Products or Services as specified in your Listing and any other details relating to the order agreed between you and the Customer, which will together form the Supplier Purchase Agreement. We are not a party to this Agreement and we will not be responsible to you for any breach on the part of the Customer.

6. The Confirmation Email will serve as the Customer's supply VAT receipt issued in your name and on your behalf. The Confirmation Email will include all the information about the ordered Product or Service which you have included in your Listing as well as separately showing the UK supply VAT collected as part of the order. You are responsible for ensuring that this information meets legal information requirements and for compliance with all applicable legal, tax and regulatory requirements in connection with any Customer VAT receipt issued in your name. For more on consumer law information requirements, please see the Trading Standards advice on online selling at www.businesscompanion.info.

7. To enquire about your Products and Services, a Customer can seek to contact you directly using the information made available in your Listing. You must only communicate with Customers through your Seller Dashboard and if you receive any communication from a Customer through any other channel or medium then you must re-direct the Customer to, and respond to the Customer through, your Seller Dashboard.

8. We do not accept responsibility for orders other than as set out in this Agreement. We are not liable to any Customers in relation to the Products and Services for which you will be liable. 

9. We are not liable to you for the acts or omissions of Customers. Our only obligation is to provide a platform for Customers and Vendors. The Seller Purchase Agreement and any communications or agreements made outside of the Marketplace apply between you and the Customer. We are not party to such agreements and we will not be liable to you, the Customer or any third party for any breach of the Seller Purchase Agreement by either party.

7. Delivery and Shipping

1. You are responsible for all delivery and shipping obligations including costs and insurance. We may assist you in selecting a third party carrier to fulfil your delivery obligations but in any event you are responsible for ensuring that you appoint a reputable carrier at a reasonable cost. We reserve the right to insist on you not using a particular third party carrier for any reason including where we believe the carrier’s costs are unreasonable or that using the carrier could damage the reputation of Vroom.

2. You must list all relevant shipping and delivery costs in relation to each Product on the Marketplace. 

3. Where an order relates to unusually large or heavy items in relation to which it is not ordinarily practicable for you to list your regular shipping and delivery costs then you must seek quotes for prices from third party carriers immediately. On obtaining such quotes, you must provide the Customer with the relevant delivery costs through your Seller Dashboard immediately and on confirmation of acceptance of such costs from the Customer a binding contract between you and the Customer will have been formed. You must inform us that the contract has been formed and we will ensure the Customer is charged using the card details provided.

4. You must pack all Products securely and in such a manner as to ensure that the Products are delivered to the Customer undamaged and in a satisfactory condition.

5. You must pack all Products in plain, unbranded packaging and must not put your own name or registered or unregistered trade marks on the packaging. We reserve the right to require you to change your packaging if we believe you are using packaging in breach of clause 7.4 or 7.5 in any way.

6. You are responsible for all relevant import and export legislation and regulations and we shall not be liable to you or the Customer if you are unable to deliver the Products to the Customer due to your failure to comply with any such legislation or regulations. 

7. You shall ensure that all Products are delivered within the timescales described in the delivery option selected by the Customer or in any case, within 4 business days of the date of the Confirmation Email.

8. Subject to clause 7.7 above, where the Product is listed elsewhere, any delivery options provided for the Product on the Marketplace shall be no less favourable to a customer than the delivery options provided for that Product elsewhere.

9. If you are unable to fulfil an order within the timescales under clause 7.7 above then you must use your Seller Dashboard to inform the Customer immediately. Where you cannot fulfil your delivery obligations to the Customer then you must give the Customer the option of either (i) a full refund or (ii) a refund of the delivery charge paid by the Customer if another means of collection or delivery has been agreed with the Customer. You must also inform Vroom where you are unable to meet your delivery obligations. Time for delivery is of the essence and we reserve the right to terminate this Agreement for failure to fulfil orders within the required timescales.

8. Cancellation and return process 

1. We may notify you that a Customer has contacted us to cancel or return an order. When we do so, or when a customer contacts you directly to cancel an order, you must comply with the returns and refunds provisions in the Vroom Customer Terms and any further commitments you have made in your Listing or other marketing or advertising. You must promptly tell us of any refunds due to customers who have cancelled and these will be dealt with as described in clause 9.11.

2. If a Customer is entitled to a refund and we have paid the relevant price to you, then it will be your responsibility to refund the Customer together with our commission (and we may reimburse the commission to you minus an administrative fee as set out in our Fees and Commission Policy). 

9. Price and commission on your sales

Commission and other fees

1. We shall collect card details from Customers at the time a Customer places an order and shall take payment from the Customer using those card details: 

1. for orders of Products, at the time you notify the Customer and us that you accept the order (or, where relevant, in accordance with clause 7.3);

2. for orders of Services, at the time you notify the Customer and us that the Services have been delivered.

In collecting payment, we shall act as your agent. We shall hold such amounts until the period in which the Customer is entitled to return or cancel their order  in accordance with the Vroom Customer Terms has ended. We shall transfer such amounts less any fees or commission due within 5 business days of the end of such period.

2. Subject to clause 4.1 and any free trial period that may be agreed between you and us, our rate of commission shall be at the rates set out in our Commission Fees Policy].

3. In addition to our commission in clause 9.2, we may charge you additional fees we may introduce from time to time as set out in our Commission and Fees Policy.

4. You must account to HMRC or other applicable tax authorities for any VAT due on sales of your products on the Marketplace and fully comply with your tax obligations in connection with the use of our services and the offer and sale of your products on the Marketplace including the collection, reporting, filing and payment of any and all applicable taxes (such as VAT, plastic packaging taxes and duties) and other governmental assessments.

5. The rates and fees set out in clause 9.2 may be varied by us at any time. We shall notify you in writing of any variation in the rates and fees which shall amount to a variation to the terms of this Agreement and clause 2.5 shall apply.

6. From time to time we may collect payment on your behalf from a Customer which we either have to repay to a Customer’s credit card provider or which is deducted from a retention we have with our credit card processors (“Chargeback”). If we are subject to a Chargeback in respect of an order you agree that:

1. we will not be under any obligation to make payment to you of any amount which is the subject of a Chargeback and any claim you have for non-payment of the Customer’s charges will be against the Customer (and we will not be obliged to pursue such claim); and

2. if we are subject to a Chargeback after we have already made payment to you then you agree that you will repay to us an amount equivalent to the Chargeback.

7. In the event of a Chargeback in relation to an amount we have already paid to you we reserve the right to deduct an amount equal to the Chargeback from any credit or debit card details you have supplied or from payments received from Customers for future orders until we have been reimbursed in full and may use any credit or debit card details you have provided for such purposes.

When you must pay our invoices

8. You must pay any invoices we submit to you within 5 business days of receipt (to the extent the relevant fees and charges have not been deducted and settled).

Interest on late payments

9. If you fail to make a payment due to us under these terms by the due date, then, without limiting our other remedies, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

Orders from outside Great Britain

10. If any payment to you by us under the terms of this Agreement is subject to a currency conversion then we shall charge you an administrative fee of 2% above the exchange rate at which we have obtained the relevant foreign currency and such fee shall be retained from the amount to be transferred to you (in addition to any commission due to us).

Refunds

11. If you instruct us to refund a customer on your behalf, we will do so provided we can deduct such sums from money due from us to you. We are not obliged to refund more than the sums collected from the customer at checkout. If we cannot deduct such sums from money due from us to you, we may either require you to refund Customers directly or choose to refund Customers ourselves and you must pay us the sums we refund in this way within the period set out in clause 9.8.

10. Gift Vouchers

1. We may sell or issue gift vouchers or voucher codes to Customers that can be used to purchase Products or Services from the Marketplace. Where such vouchers are used to purchase your Products or Services, you must honour the relevant order and may not refuse to accept an order because the Customer is using a voucher.

2. When a Customer uses vouchers to purchase your Products or Services then we will transfer an amount equivalent to the price of the voucher less our commission in accordance with clause 9.2 as if the Customer had paid for the Products using a credit or debit card.

11. Your Obligations 

1. You warrant that: 

1. you shall honour all orders with Customers;

2. you shall comply with all applicable laws, regulations and industry standards in the provision of Services and the supply of Products;

3. the Products shall:

1. be of a satisfactory quality;

2. be made using all reasonable care and skill by suitably experienced individuals;

3. meet the description and images of the Products on the Listing or in any correspondence with the Customer;

4. be fit for the purpose for which a Customer may have purchased them;

4. any defects (including minor defects) in the Products are clearly and accurately stated in the description of the Goods and are not otherwise disguised or overlooked in the Listing;

5. the Services shall:

1. be performed with reasonable skill and care;

2. be performed in accordance with the description provided in the Listing or in any correspondence with the Customer;

6. you have the appropriate skills, qualifications, and experience to perform the Services described in the Listing and otherwise communicated to the Customer.

7. you shall ensure that all information contained in your personal account details, on your Seller Dashboard and any of your Listings that is provided to us for inclusion on the Marketplace is true and accurate in all respects and could not in any way be construed as misleading to us or a Customer;

8. you shall promptly inform the Customer of any changes or amendments to an order;

9. you shall deal with all Customers in a professional and courteous manner and in such a way as to not cause any harm or damage to our reputation;

10. you shall deal with all queries from Customers relating to a Listing or order in a prompt and satisfactory manner;

11. you shall have in place all insurance policies necessary with a reputable insurance provider including product liability with a sufficient level of cover for the types of Products and Services you are selling on the Marketplace;

12. you shall provide a copy of the insurance policies and proof of payment of the current premiums to us when we ask for it;

13. you shall provide prompt and honest feedback, reviews, ratings and/or rankings about Customers when reasonably requested by us; 

14. you shall comply at all times with the terms of this Agreement and all other Vroom policies as may apply from time to time; and

15. you shall use your best endeavours to settle any disputes that may arise during an order including taking such action as is necessary to bring the dispute to a satisfactory conclusion as soon as practicable.

2. Where you become aware that any Products listed on the Marketplace are unsafe or in any way in breach of any relevant legislation or regulations then you must immediately remove the Product from the Marketplace and contact all Customers who have bought such Products immediately to notify them that the Product should not be used and should be returned to you or Vroom as soon as possible. In such circumstances, you must refund the Customer in full including all delivery costs the Customer may incur in returning the Products.

3. You agree not to arrange any order with Customers or to agree to extend or renew any orders with Customers or take or request payments other than via the Marketplace.

4. Vroom shall not be liable to you or the Customer for your failure to comply with this clause 11 and shall not be liable for any costs the Seller may incur as a result of recalling Products in accordance with clause 11.2.

12. Complaints and Disputes

1. You agree that if any dispute arises concerning an order you will attempt to resolve such dispute in the first instance by communicating directly with the Customer. In the event a dispute cannot be resolved directly, you are free to pursue legal action (at your own cost) in order to resolve the dispute. We do not accept any responsibility for resolving any disputes between you and a Customer and you agree to indemnify us for any costs or expenses we suffer or incur arising out of or in connection with resolving any disputes between you and a Customer.

2. You may raise a dispute in relation to a Customer. We may (at our discretion) seek to resolve the dispute and we may request that a Customer makes a further payment to you but we will not be responsible for taking any enforcement action against a Customer.

3. You agree that we may disclose information about you to a Customer in the context of a Customer wishing to enforce their rights against you. 

13. Intellectual Property

1. For the purposes of this Agreement, you grant to us a non-exclusive, worldwide, royalty-free licence to host, reproduce, display and publish any content, data or information (including trade marks and branding) you provide to us in connection with you, your Products and Services for the purposes of listing and selling your Products and Services on the Marketplace and operating, improving and marketing the Marketplace in any media. 

2. Other than photographs taken and supplied in accordance with clause 3, we own all intellectual property rights in and to the advertising copy and images created to advertise and promote your Products and Services on the Marketplace or otherwise. 

3. You warrant that you own or are validly licensed to use all intellectual property rights (including copyright, registered and unregistered trade marks and registered and unregistered design rights) in the Products and Services and any other goods or materials provided to us for the purposes of advertising your Products and Services. You shall notify us as soon as you become aware of any claim or potential claim that the sale, possession or any other dealing with the Products or Services infringes the intellectual property rights of any third party and shall indemnify us on demand against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any such claim. 

14. Termination of this Agreement 

1. Either you or we may terminate this Agreement at any time but upon termination you agree to honour any outstanding orders. From the date of termination we will deactivate your account and Seller Dashboard and remove your Listings from the Marketplace. We will not accept any new enquiries or orders in respect of your Listing but the agreement will continue in respect of any outstanding orders.

2. In the event that this Agreement is terminated while any fees or charges whatsoever are outstanding to us then you must pay all outstanding fees or charges to us immediately without set-off or deduction.

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

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

2. suspend or remove your profile, reviews, or other content;

3. cancel pending or confirmed orders; or

4. suspend or revoke any special status associated with your account.

4. In the event of termination the terms of this Agreement will continue in full force, so far as such terms relate to existing orders or the consequences of any previous orders (including terms relating to fees, liability and damage).

15. Our Liability 

1. We will not be liable to you in the event of a claim by a Customer against you and, for the avoidance of doubt, we shall not be required to return any money received by us under this Agreement to either you or the Customer in such circumstances, unless that liability has arisen due to our negligence.

2. 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 of the 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.

3. Our liability to you for all losses under this Agreement (subject to any liability in accordance with clause 15.5 below) is capped at an amount equal to the total fees and charges payable to us by you in the 6 months prior to the date of claim by you.

4. Save in the case of fraud or wilful concealment, no claim may be brought against us by you more than 6 months following the date on which the order to which such claim relates ended.

5. Nothing in this Agreement limits or excludes our liability for death or personal injury arising as a result of our negligence or the negligence of our employees, agents, or self-employed contractors or for fraud or fraudulent misrepresentation.

16. 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 

17. Indemnity

1. You agree to indemnify us for any costs, claims, damages, liabilities or expenses we suffer or incur arising out of or in connection with:

1. Any breach by you of these terms, the Seller Purchase Agreement and any other agreement between you and us or between you and the Customer;

2. Any claim made by a Customer or any third party against us in relation to any Products or Services provided by you to a Customer;

3. Any claim made by a Customer or any third party against us in relation to any acts or omissions by you in the course of providing Products or Services or otherwise in relation to an order or the provision of Products or Services; or

4. Any failure by you to provide the Products or Services in accordance with these terms and the terms of the Seller Purchase Agreement.

18. 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 policies 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 on 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: 

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

2. The location where the defamatory or infringing content appears;

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

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

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

6. 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.

19. General 

1. Each of the parties warrants its power to enter into the Agreement and that it 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 you 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 and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

15. Each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or formation.