EPICAR TERMS AND CONDITIONS FOR CAR DEALERS (“DEALER TERMS”)

TOGETHER WITH THE EPICAR WEBSITE TERMS OF USE AND PRIVACY POLICY ("WEBSITE TERMS"), THESE DEALER TERMS GOVERN ALL USE OF THE EPICAR SERVICE FOR THE SALE OF VEHICLES BY DEALERS. PLEASE CAREFULLY READ THIS DOCUMENT BEFORE USING THE EPICAR SERVICE. BY ENGAGING IN THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO THESE TERMS WHICH CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN THE DEALER AND EPICAR.

1) Definitions and Interpretation

In these Dealer Terms, the following words and phrases shall have the meanings assigned to them:

Applicable Laws: All federal, state, and local laws, regulations, and statutes applicable within the United States, particularly those in the state of Delaware. This includes, but isn't limited to, consumer protection laws, anti-bribery and corruption laws, anti-money laundering regulations, and other relevant legal mandates.
Bid: An offer made by you on the EpiCar Platform to purchase a Vehicle.
Confidential Information: As defined in Clause 6.
Data Protection Laws: All pertinent data protection and privacy laws applicable within the United States, including Delaware state regulations and any federal guidelines or amendments thereto.
Dealer: You, the vehicle dealer, and the user or potential user of the EpiCar Platform for purchasing Vehicles (also referred to as "you", "your").
Eligibility Criteria: The set criteria relayed to you by EpiCar. This can encompass anti-money laundering checks, business-suitability checks, and other verifications conducted by EpiCar or its delegated representatives.
EpiCar: EpiCar Inc., incorporated in Delaware, United States.
EpiCar Platform: The online platform provided by EpiCar, facilitating the viewing and purchasing of vehicles.
Purchase Fees: Amounts due to EpiCar from you for each Vehicle you buy, determined as per the Fee Schedule.
Fee Schedule: The fee structure provided to you, detailing specific charges associated with your successful Bid, subject to updates.
Purchase Price: The total amount paid by you to a Seller for a Vehicle, excluding applicable taxes.
Seller: An individual or entity selling their Vehicle via the EpiCar Platform.
Vehicle: Any automobile made available for sale on the EpiCar Platform.
Vehicle Purchase Agreement: Any contractual understanding between you and a Seller for buying a Vehicle.
Website: EpiCar's website, accessible at a given URL determined by EpiCar.
Working Day: A standard business day, excluding weekends and recognized public holidays in the United States.

General terminology like singular and plural meanings, clause references, and interpretation based on headings, remain consistent with standard legal interpretations. The term "including" is understood to mean "including, but not limited to."

2) Use of the EpiCar Platform

EpiCar's Role
You recognize that EpiCar operates an online car marketplace, allowing you the chance to buy Vehicles listed by Sellers. EpiCar does not directly sell vehicles and doesn't hold any proprietary rights over any Vehicle listed on the EpiCar Platform.

Dealer Eligibility and Conduct
Upon meeting the Eligibility Criteria, EpiCar grants you access to the EpiCar Platform, allowing you to place Bids and finalize Vehicle purchases.

Your use of the EpiCar Platform mandates:

Adherence to these Dealer Terms.
Compliance with all policies shared by EpiCar.
Avoidance of any practices deemed unacceptable.
Maintenance of good faith, treating EpiCar staff, partners, and Sellers with respect, and ensuring honest and upright behavior. Any conduct guidelines provided by EpiCar should also be strictly followed.

Both parties understand that neither can bind the other in any way without expressed permission.

3) Bid Process and Purchasing Vehicles on EpiCar Platform

Vehicle Information

On the EpiCar Platform, you'll receive specific details about each Vehicle (hereafter referred to as "Vehicle Data").
You recognize and consent that each Vehicle is sold "as is." EpiCar merely provides a platform and does not inspect Vehicles prior to listing.
Should you require more details about a specific Vehicle, please request such from EpiCar. We'll supply additional information provided to us by the Seller.
It is solely your responsibility to undertake due diligence for each Vehicle before making a Bid.

Placing a Bid

After your due diligence, Bids can be made on the EpiCar Platform. By making a Bid, you're presenting an offer, which if accepted by a Seller, results in a legally binding agreement.
If your Bid is accepted, both you and the Seller will be informed. Within one Working Day of this confirmation, you should:
- Arrange with the Seller for Vehicle collection if self-collection is preferred or,
- Contact EpiCar if you opt for EpiCar’s delivery service.
- In either case, you should provide the Seller with a written Vehicle Purchase Agreement, outlining your terms and conditions.
Your Vehicle Purchase Agreement should:
- Be in compliance with all Applicable Laws, including Data Protection Laws.
- Not allow for arbitrary cancellation of the agreement, except in line with laws that cannot legally be bypassed.
- Clearly indicate that EpiCar is not a party to the agreement and does not make any guarantees, representations, or conditions on behalf of the Seller.

Price Adjustments and Cancellations

You understand that, apart from under specific conditions, once your Bid is accepted, you're committed to purchasing the Vehicle at the Bid price.
Cancellation or adjustment to the Purchase Price is only allowed if:
- The Seller refuses the sale.
- There's undisclosed finance remaining on the Vehicle.
- The Seller is found engaging in fraudulent activity.
- Or, if adhering to EpiCar’s Cancellation and Price Adjustments Policy.
For cancellations or adjustments, the following must be adhered to:
- A dedicated EpiCar Form must be filled out promptly.
- Fair and respectful treatment of the Seller is mandatory.
- Proof that the Vehicle Data was incorrect or incomplete, especially undisclosed damages or faults.
All price recalculations should be fair and correspond to undisclosed issues with the Vehicle.

Addressing Outstanding Finance

If a Vehicle has outstanding finance as indicated in the Vehicle Data, you're obliged to clear the amount due. The Purchase Price will then be reduced by the finance amount. Proof of payment should be retained and presented to EpiCar or the Seller if needed.

Payment of the Purchase Price

Regardless of the Vehicle Sales Agreement terms, the Purchase Price should be paid no later than the Vehicle’s collection from the Seller.
The Purchase Price can be paid to:
- The Seller’s bank account as shared by EpiCar or,
- Via EpiCar Payments, to the provided EpiCar account.
At no point should payments for a Vehicle be made in cash.

4) VEHICLE COLLECTION AND TRANSPORTATION

Self Collection of Vehicle After a bid is accepted by a private seller on EpiCar: 5.1. If you opt to arrange the vehicle's collection, you: 5.1.1. Must ensure prompt collection at the earliest convenience. 5.1.2. Are required to regularly update the seller regarding collection status and endeavor to schedule a mutually agreeable collection time. 5.1.3. Accept full responsibility for inspecting the vehicle upon collection. If a third party is engaged for collection, it's your duty to ensure the vehicle is thoroughly inspected. EpiCar must be notified within 1 Working Day post-collection.

EpiCar Managed Transportation 5.2. EpiCar provides a comprehensive Vehicle transportation and inspection service. After a successful bid, you may request EpiCar for this service. 5.2.1. Requesting EpiCar's transport service means agreeing to EpiCar's Transportation Terms, which detail the associated fees, service standards, and damage claims procedures.

5) PURCHASE FEES STRUCTURE

Basis of Purchase Fees 6.1. For clarity, the Purchase Fee you owe EpiCar for a vehicle is based on the initial bid price, not the adjusted final Purchase Price. 6.2. EpiCar may bill you for the Purchase Fee upon: 6.2.1. Receiving notification of the vehicle's possession from you or the seller. 6.2.2. 14 days post-bid acceptance by the seller.

Payment Modalities 6.3. You are expected to settle all EpiCar invoices within 7 days of receipt. 6.4. In cases where you retract your winning bid or propose a reduced Purchase Price than the winning bid, the Purchase Fee remains as initially determined, aligned with the winning bid. 6.5. If payment isn't made by the due date, EpiCar reserves the right to impose interest on the overdue amount at a rate of 5% annually above the current benchmark interest rate. 6.6. Unless otherwise mentioned on EpiCar's platform, all listed prices exclude any applicable sales tax, which will be added to the stated sum.

Record-Keeping and Audits 6.7. Maintain separate, accurate records concerning your engagements under this clause for a rolling period of 6 years. EpiCar, or its designated representative, reserves the right to inspect and audit these records given 5 Working Days' notice for up to 6 years after the final vehicle purchase. 6.8. If audits highlight any outstanding dues, payment must be made within 7 days of notification. If an audit is necessitated by your non-compliance or reveals a discrepancy greater than 2% of the monthly dues, you'll bear the reasonable costs of the audit. 6.9. EpiCar can recalibrate the Purchase Fees calculation and will notify the Dealer of any changes. However, this won't affect already submitted bids.

6) HANDLING OF CONFIDENTIAL INFORMATION

6.1. Definition: Confidential Information encompasses all information, in any format, related to EpiCar's business, sellers, partners, products, financials, employees, agents, plans, strategies, or trade secrets. This information may be disclosed by one party (the Disclosing Party) to the other (the Receiving Party).

6.2. Protection & Use: The Receiving Party must not, and will ensure its associates do not, disclose, copy, or use any of the Disclosing Party's Confidential Information, except to fulfil obligations or exercise rights in line with Dealer terms.

6.3. Limited Disclosure: The Receiving Party can only disclose Confidential Information to its necessary associates (like employees, advisers, or subcontractors) when they are bound by confidentiality and will be using the information to fulfil the Dealer terms.

6.4. Exceptions: The confidentiality clauses do not apply if the information becomes public without fault of the Receiving Party, is already in possession of the Receiving Party from a legitimate source, or is required to be disclosed by legal authorities.

7) DATA PROTECTION STANDARDS

7.1. Mutual Responsibilities:

To support your acquisition of a vehicle, EpiCar and the dealer will exchange specific personal data of the relevant seller. Both parties agree:

To adhere to the data specifications as in Clause 7.4.
To act as independent controllers of the personal data and comply with Data Protection Laws.
To securely share data, provide prompt notification of data-related disputes, and cooperate for resolution.
To designate a contact point for data-related communications. For EpiCar, contact: [email protected].
EpiCar provides personal data without warranties regarding its accuracy, quality, or reliability.

7.2. Your Responsibilities:

As a dealer, you must:

Process data in compliance with the UK GDPR, based on a legal basis and primarily for the reasons outlined in Clause 7.4.3.
Ensure that anyone accessing the data is reliable and has limited, necessary access.
Not share the data with third parties without EpiCar's explicit consent.
Protect the data against unauthorized or unlawful actions and against accidental damages.
In case of a data breach, notify EpiCar promptly and take immediate remediation steps.
Not transfer the data outside of the UK unless it's compliant with Data Protection Laws.
Store data only as long as necessary and delete it securely thereafter.

7.3. Types of Shared Data:

The data specifications are as follows:

Data Subjects: Vehicle sellers and drivers (if utilizing EpiCar's transport services).
Data Categories:
- For Sellers: Name, email, address, phone number, birth date, signature, picture (on driver's license), bank details, vehicle details, and images or scans of relevant documents.
- For Drivers (using EpiCar Transport): Real-time location, name, and phone number.
Reason for Sharing: To facilitate vehicle purchasing and transportation.

8) WARRANTIES & REPRESENTATIONS

8.1. Joint Warranties:

Both parties confirm that they have the appropriate authority to enter into the Dealer terms and can fulfil all outlined obligations.
Each party also ensures that the performance of these Dealer terms does not breach any other existing agreement.

8.2. Your Commitments: You affirm that, as a dealer, you adhere to all applicable regulations and laws.

9) LIMITATION OF LIABILITY

9.1. Scope of EpiCar's Financial Liability: This section outlines EpiCar's total financial obligations, including liabilities arising from actions or inactions of its affiliates, in relation to: 9.1.1. The provisions of this agreement; 9.1.2. The Dealer's use of the EpiCar platform or its services; 9.1.3. Any claims, misrepresentations, or negligent actions arising during the tenure of this agreement.

9.2. Warranties: Unless explicitly stated in these Dealer Terms, EpiCar negates all implicit or explicit guarantees, including those related to service quality or its suitability for specific purposes concerning the EpiCar platform and its associated services.

9.3. Exclusions: All conditions or terms implied by federal or state laws are excluded from this agreement to the maximum extent permissible.

9.4. Liabilities Not Excluded: EpiCar does not exclude liability for: 9.4.1. Death or injury resulting from its negligence; 9.4.2. Any fraudulent activities or deceptive presentations; 9.4.3. Any liabilities that cannot be limited by law.

9.5. Disclaimers: Unless specified in 9.4, EpiCar does not provide warranties for: 9.5.1. Service compliance with any regulatory standards or manufacturer obligations; 9.5.2. Uninterrupted or error-free operation of the EpiCar platform; 9.5.3. Instant resolution of platform defects; 9.5.4. The absence of harmful elements on the platform; 9.5.5. The sufficiency of security measures; 9.5.6. The reliability, correctness, or accuracy of the services.

9.6. Exclusions: Excluding the provisions of 9.4, EpiCar shall not be held responsible for business losses, profit losses, goodwill depletion, or any indirect or consequential costs or damages arising from these Dealer Terms.

9.7. Aggregate Liability: Excluding the provisions of 9.4, EpiCar's overall liability, whether from contract breaches, negligence, or misrepresentations, will be capped at the total fee paid or payable by the Dealer to EpiCar in the six months preceding the liability-causing event.

9.8. Dealer Indemnity: The Dealer agrees to indemnify EpiCar against all losses and costs arising from price-related claims, Dealer information, or misuse of the EpiCar services, excluding liabilities directly resulting from EpiCar's negligence.

10) DISCLAIMERS

10.1. EpiCar’s Limitations: We do not guarantee a seller's adherence to a Vehicle Purchase Contract. Thus, EpiCar is not responsible for any costs, claims, or damages due to a seller's actions or inactions.

10.2. Vehicle Data Reliability: EpiCar provides no assurance regarding the accuracy of Seller Vehicle Data or the actual condition of any vehicle. You agree to independently verify the Vehicle details:

Before placing a bid.
Unless you opt for EpiCar Transport, before paying the purchase price to the Seller.

11) TERMINATION & ACCESS SUSPENSION

11.1. Termination Rights:

Either party can terminate the Dealer terms with 30 days written notice.
EpiCar may end these Dealer terms if:
- You fail the Eligibility Criteria.
- Any Purchase Fee is overdue for 90 days.
- You violate applicable laws.
- We believe you misuse the EpiCar platform against our terms or policies.

11.2. After Termination:

Any Purchase Fee related to bids accepted prior to or on the termination day will remain due.
All outstanding amounts to EpiCar become immediately payable.
Provisions intended to continue after termination will remain active.

11.3. Suspension Rights: EpiCar may suspend your platform access in situations described in Clause 11.1.

12) USAGE OF THE EPICAR PLATFORM

12.1. EpiCar’s Proprietary Rights: EpiCar holds all rights over its online services, including intellectual property pertaining to content, software, and databases. Dealers are granted a revocable license, meant strictly for dealership activities, following our Dealer Terms.

12.2. Platform Integrity: Dealers are obligated to:

Use EpiCar's platform in accordance with legal norms.
Avoid any unauthorized actions that could compromise platform security or performance.
Use the platform sincerely for vehicle dealership purposes.

Misuse may lead to suspension, with EpiCar retaining rights to legal actions if necessary.

12.3. Service Continuity: While EpiCar strives for consistent uptime, maintenance or technical challenges might cause short-term unavailability. EpiCar is dedicated to mitigating such occurrences but isn't liable for unforeseen disruptions or resultant damages.

13) COMPREHENSIVE TERMS

13.1. Complete Agreement: This document signifies the full understanding between Dealers and EpiCar. Should there be updates, EpiCar commits to inform its Dealers, emphasizing substantial changes.

13.2. Non-transferability: Dealers are restricted from transferring rights or responsibilities from these terms without explicit consent from EpiCar.

13.3. Enforceability: Non-enforcement of a clause doesn’t imply waiver. If any clause is deemed inapplicable, it will be adjusted minimally to retain its intent, ensuring the document’s overall validity.

13.4. Business Relationship: This agreement doesn’t imply a partnership or joint enterprise between Dealers and EpiCar. Dealerships operate independently, without any agency representation by EpiCar.

13.5. Jurisdictional Governance: All matters regarding this agreement fall under the laws and courts of Delaware, USA.

14) FORCE MAJEURE

14.1. Definition: "Force Majeure" refers to unforeseeable events beyond a party's control, including natural disasters, war, strikes, terrorism, and other major disruptions.

14.2. Impact: If any party's obligations are hampered by Force Majeure, those obligations are paused during the event. If such an event continues, the other party may terminate the Dealer terms.

14.3. Payment Exceptions: Force Majeure cannot be cited for payment delays or failures.

15) INTELLECTUAL PROPERTY RIGHTS

15.1. EpiCar's Reservation of Rights: Except as specifically set forth in this section, EpiCar retains all of its rights, title, and interest in the EpiCar Service and any other Intellectual Property Rights which the Dealer may access or utilize pursuant to these Dealer Terms. Any Intellectual Property Rights emerging under these Dealer Terms shall be EpiCar's sole property upon their inception.

15.2. Dealer's License: Subject to the Dealer’s continued adherence to these Dealer Terms, EpiCar grants the Dealer a non-exclusive, non-sublicensable, non-transferable, royalty-free license, applicable in the United States, to register and use a Dealer Account on the EpiCar Service. This license is provided strictly to enable the Dealer to fulfill its obligations under this Agreement and to submit offers for communication to Customers via EpiCar.

15.3. EpiCar's License from the Dealer: The Dealer provides EpiCar with a non-exclusive, sublicensable, transferable, royalty-free, perpetual license, applicable throughout the United States, to use any data or information submitted by the Dealer to the EpiCar Service, or generated through the Dealer’s use of the EpiCar Service. EpiCar can use this for general business purposes, which include but aren't limited to performance monitoring, developing aggregated datasets, operating the EpiCar Service, and enhancing the EpiCar platform.

15.4. Restrictions on the Dealer: The Dealer shall not modify, alter, produce derivative content, or reverse engineer (or attempt any of these actions) any part of the EpiCar Service or any other Intellectual Property Rights owned by EpiCar.

15.5. Data Sharing by EpiCar: EpiCar reserves the right to share data or information related to the Dealer’s performance (excluding shared personal data within Dealer Orders, unless the shared personal data is customer-specific) with relevant third parties, which could include vehicle manufacturers or partners, in accordance with US data protection and privacy regulations.

EpiCar Dealer Terms & Conditions