WE SWAP PLATFORM TERMS AND CONDITIONS

We Swap is an online vehicle marketplace platform accessible via our website, www.we-swap.com and our mobile application (“Platform”). Our Platform allows sellers, who may be private sellers, businesses or car dealerships (herein referred to as “Sellers”), to display their vehicle(s) for sale or “swap” to potential purchasers (herein referred to as “Buyers”).

These Platform Terms and Conditions (“Terms”) set out the terms upon which we will make our Platform available to you and should be carefully read in conjunction with the other terms also referred to herein.  In particular, we would like to draw to your attention the following important terms:

  • Fees – which sets out the fees that are payable to us and to Sellers who advertise on our Platform;
  • Your Content – which sets out how we may use your content uploaded to our Platform;
  • Disclaimer – which sets out the limitations of our Platform and services;
  • Our Liability to You – which sets out the extent of our liability to you under these Terms;
  • Disputes Procedure – which explains the procedure for any disputes that arise with another user of our Platform or with We Swap ; and
  • Additional Terms for Sellers – which sets out other important terms for Sellers who advertise on our Platform.

Terms which appear in bold link through to either specific sections in these Terms or other policies on our Platform which you can access by clicking on them.

WHO WE ARE AND HOW TO CONTACT US

We Swap  and our Platform is operated and managed by Swap Any Car Ltd t/a We Swap. We are a company incorporated in England and Wales (company number 14413684). Our registered office address is Unit 2 99 – 101 Kingsland Road, Hoxton, London, England, E2 8AG) (“We Swap”, “we”, “us”, “our”).

Contact Us

If you have any questions about these Terms or wish to contact us, please email info@we-swap.com or write to us at Swap Any Car Ltd, Unit 2 99 – 101 Kingsland Road, Hoxton, London, England, E2 8AG.

YOUR ACCEPTANCE OF THESE TERMS

By using our Platform, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our Platform.

 THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

These Terms refer to the following additional terms, which shall also apply to your use of our Platform:

  • Our Privacy Policy, which sets out how we will process your personal data.
  • Our Cookie Policy, which sets out information about the cookies we use on our Platform.
  • Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our Platform. When using our Platform, you must comply with this Acceptable Use Policy.
  • Additional Terms for Sellers , which sets out additional terms which apply to any Seller who advertisers on our Platform.
  • If you are a Trade Dealer, a separate contract (“Trade Dealer Contract”) will govern our relationship. For the avoidance of doubt, the Trade Dealer Contract shall incorporate these Terms and the documents referred to in these Terms.

OUR PLATFORM

Registration: To use our Platform to buy, sell or swap vehicles advertised on our Platform, you will need to register an account with us.

You are responsible for keeping your account details and password safe and secure at all times. If you think that your account details or password have been compromised, you must Contact Us GDPR@we-swap.com promptly.

Permitted use of our Platform: You must only use our Platform in a manner that is fair, reasonable and in accordance with applicable law. You agree that:

  • you will comply with our Acceptable Use Policy  when using our Platform;
  • any information you provide on registration or during the course of using our Platform, is true, complete and not misleading; and
  • you will promptly update us of any changes to your information by contacting us.

Platform availability: The Platform is provided on an “as-is” basis. We do not guarantee that our Platform, or any content on it, will always be available, uninterrupted or error free.

Platform limitations:  We Swap does not guarantee that the Platform will be free from vulnerabilities or viruses. We are not responsible for any delays, delivery failures, or any other loss, interception, alteration or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

Changes to our Platform: We may update and change our Platform from time to time to reflect changes to our services, our users’ needs and our business priorities. We will try to give you reasonable notice of any major changes.

Our right to suspend or withdraw our Platform: We may suspend or withdraw or restrict the availability of all or any part of our Platform at any time for maintenance purposes or to comply with applicable law. We will try to give you as much notice as possible of any suspension or withdrawal.

Disclaimer: We cannot guarantee and do not promise any specific results from your use of our Platform. We make no promises as to the quality or fitness for a particular purpose of our Platform except that we will operate the Platform with reasonable skill and care of an online platform provider. All other guarantees are to the fullest extent permitted by law excluded from these Terms.

FEES

Our Fees

Our Platform is made available free of charge to users wishing to browse our Platform, however, any transactions carried out on our Platform will be subject to the following fees (“Fees”), which are payable to us prior to the completion of a transaction:

VAT is charged on our Fees at the current rate in force at the time. If the rate of VAT changes, we shall adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect. Please take a look at our fees.

Example of how our Fees work:

Customer A agrees to sell a car to Customer B for £10,000.

Customer A would be charged 1% Commission +VAT (20%) and a Platform Fee of £50 +VAT, which comes to a total of £180.

Customer B would also need to pay the Platform Fee of £50 +VAT (20%).

We reserve the right to adjust our Fees. Our most current Fees shall always be communicated to you as part of a Payment Summary before a transaction is concluded by you. If you do not accept our Fees, you can choose not to proceed with the transaction. Accepted methods for payment shall be set out on our Platform as determined by our payment provider.

Important Fee Conditions relating to your use of our Platform

If you are a private Seller or a Buyer, you acknowledge and agree that the following conditions apply to your use of our Platform:

  • you will communicate with other users of our Platform exclusively using the chat function on our Platform. This helps us to keep a full record of all communications in relation to any transaction in case there are any disputes;
  • payment of the Fees shall be payable to us prior to us disclosing details of the other party in order for you to complete the transaction. Any attempt to avoid paying the Fees to us (for example, by attempting to obtain the other party’s details directly), will be considered a material breach of these Terms and would be actionable by us;
  • our Fees will be charged to you once you have accepted the Payment Summary which sets out how our Fees are calculated; and
  • our Fees are non-refundable once we have disclosed the other party’s details to you irrespective of whether you decide to proceed with the proposed transaction or not and irrespective of whether the price for the vehicle is renegotiated (for a price more or less than the price originally stated in the Payment Summary).

Purchase Fees

Fees payable to a Seller for the purchase (or swap) of vehicles listed on our Platform and any additional charges, such as delivery charges and tax (if applicable), will be agreed by and paid directly between the Buyer and the Seller. Such fees will be displayed to both the Buyer and Seller as a Payment Summary which shall be accepted by both the Buyer and Seller.

It is important to note that acceptance of the Payment Summary is not a binding agreement between the Buyer and Seller for the purchase or swap of the vehicle named in the Payment Summary. A binding contract is only formed once a purchase agreement has been signed by the parties or the parties have

otherwise reached such other agreement between themselves. Until such time, the vehicle remains the property of the Seller and either party has the right to walk away from the sale or renegotiate the sale price or terms.

PURCHASE AGREEMENT

The role of We Swap is to provide a Platform that connects Sellers and Buyers for them to enter into a purchase agreement relating to the sale and purchase of vehicles advertised on our Platform (“Purchase Agreement”).

A Purchase Agreement is concluded outside of our Platform directly between Sellers and Buyers. We Swap is not a party to any Purchase Agreement and therefore we are not responsible to you under or in connection with it.

Buyers are strongly advised to conduct their own due diligence in relation to the proposed transaction before entering into a Purchase Agreement with a Seller and completing the purchase.

We Swap does not make any representations, warranties or conditions in relation to any Purchase Agreement, and you enter into any such Purchase Agreement at your own risk. We Swap shall have no liability to you whatsoever in relation to any claim you may have against a Buyer or Seller (as applicable) relating to the purchase or sale of a vehicle listed on our Platform. Any issues, disputes or proceedings that may arise in relation to a transaction or a Purchase Agreement should be brought directly against the Buyer or Seller (as applicable).

YOUR CONTENT

Whenever you make use of a feature that allows you to upload content to our Platform, or to contact other users of our Platform, you must comply with the content standards set out in our Acceptable Use Policy.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our Platform a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in the section Rights you are giving us to use material you upload below.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Platform constitutes a violation of their intellectual property rights or of their right to privacy.

We have the right to remove any posting you make on our Platform if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

If you wish to contact us in relation to content you have uploaded to our Platform and that we have taken down, please Contact Us at info@we-swap.com.

You are solely responsible for securing and backing up your content.

Rights you are giving us to use material you upload: When you upload or post content to our Platform, you grant us a non-exclusive, worldwide, royalty-free transferable licence to host, reproduce, display and publish any content, data or information (including trademarks and branding) you provide

to us in connection with you and your Vehicles (Your Materials) for the purposes of listing your Vehicles on our Platform and operating, improving and marketing our Platform in any media.

Except as stated above, we won’t acquire any rights to Your Materials and any goodwill generated by our use of Your materials on our Platform or through our marketing activities will accrue to you.

USER-GENERATED CONTENT ON OUR PLATFORM IS NOT APPROVED BY US

Our Platform may include information and materials uploaded by other users of our Platform, including to social media pages, bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our Platform do not represent our views or values.

We have no control over the accuracy of any content or advertisement listed on our Platform. We will take reasonable steps to remove advertisements from our Platform that does not meet our Acceptable Use Policy following receipt of any complaint.

If you wish to complain about any content or listing on our Platform, please Contact Us at, sales@we-swap.com.

ACCESS TO AND USE OF DATA GENERATED THROUGH USE OF OUR PLATFORM

Your use of our Platform will generate data, including, location, age range, gender range, vehicle preference, price banding and other matters. We may share data generated through your use of our Platform with Sellers using our Platform and other third parties. What data we share and how we do this is set out in our Privacy Policy. You should know that we monetise some of this data in the ways explained in our Privacy Policy.

Further information about how we process personal data relating to users of our Platform is set out in our Privacy Policy. This also describes your data protection rights including rights to object to certain types of processing activity.

OUR INTELLECTUAL PROPERTY

We own all intellectual property rights in and to our Platform and to the “We Swap” trade names, trademarks, service marks, logos or designs used by us in providing the Platform to you. Except as expressly stated herein, these Terms do not grant you any intellectual property rights or any other rights or licences in or to the same.

You must not use any part of the content on our Platform for commercial purposes without obtaining a licence to do so from us or our licensors.

RULES ABOUT LINKING TO OUR PLATFORM

You may link to our Platform provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our Platform in any website that is not owned by you.

Our Platform must not be framed on any other site, nor may you create a link to any part of our Platform other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

If you wish to link to or make any use of content on our Platform other than that set out above, please Contact Us at, sales@we-swap.com.

WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

We may occasionally provide links to third party services (for example, to car insurance, logistic and financing providers). Where our Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as our endorsement of or responsibility for those linked websites or information and/or services you may obtain from them.

We have no control over the contents of those sites or resources and we shall not be liable for any goods or services you purchase from third parties.

DISCLAIMER

We make no representations, warranties or guarantees, whether express or implied, that any of the advertised vehicle(s) on our Platform or that the content on our Platform is accurate, complete or up to date.

We Swap does not own, nor have we inspected or have any control over any vehicle listed on our Platform. Similarly, it is important to reiterate that We Swap does not get involved in any transactions related to the sale or swap of vehicles advertised on our Platform. You are solely responsible for all transactions, Purchase Agreements or other arrangements that you enter into as a result of using our Platform.

BREACH OF THESE TERMS

When we consider that a breach of these Terms has occurred, we may take such action as we deem appropriate.

Failure to comply with these Terms constitutes a material breach of our Terms upon which you are permitted to use our Platform, and may result in our taking all or any of the following actions:

  • Immediate, temporary or permanent withdrawal of your right to use our Platform.
  • Immediate, temporary or permanent removal of any Content uploaded by you to our Platform.
  • Issue of a warning to you.
  • Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
  • Further legal action against you.
  • Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

We exclude our liability for all action we may take in response to breaches of these Terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

OUR LIABILITY TO YOU

Unlimited liability. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

No liability for commercial or business purposes. Except for trade Sellers (where separate terms apply), we only provide our Platform for domestic and private use. You agree not to use our Platform for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

HOW YOU CAN END THESE TERMS

You may stop using our Platform at any time. These Terms will end when you’ve either informed us that you no longer wish to use our Platform (and if you are a Seller, you’ve removed any advertisements listed on our Platform), or you delete or otherwise deactivate your account with us.

If you are a Seller, you agree to continue to comply with these Terms insofar as they relate to transactions made through our Platform before termination.

DISPUTES PROCEDURE

Disputes with other Platform users

In the event you have a dispute with another user of our Platform, you must reach out to them via the Platform and attempt to resolve the matter directly in the first instance. You agree to act reasonably and in good faith when resolving any dispute.

We Swap does not get involved in disputes between users of our Platform unless there has been a breach of these Terms. In this case we will review the complaint and resolve the matter in accordance with these Terms.

We may provide you with copies of relevant interactions between you and the party you have a dispute with, including name and contact details of that party in our sole discretion. Please Contact Us at info@we-swap.com to request this information. Please note that any interactions and/or sales conducted outside of our Platform are done at your own risk and we shall not be required to provide any information or support relating to complaints or disputes that subsequently arise.

Please also be aware that we do not hold data indefinitely and therefore we may not be able to provide certain information to you, for example we will only hold a copy of chat correspondence for a period of 30 days from the date of each chat thread and therefore we would not be able to fulfil any requests made after this time.

Disputes with We Swap

You have several options for resolving disputes with us:

Contact us. If you want to complain about our services or the way we’ve treated you, including because you disagree with us removing your access to our Platform, we have restricted or suspend a listing you

have made, or we have otherwise ended these Terms with you, you can Contact Us, at sales@we-swap.com. Our team will do their best to resolve all complaints.

You can go to court. These Terms are governed by English law and wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.

OTHER IMPORTANT TERMS

Variation: We may need to make changes to these Terms from time to time. Every time you wish to use our Platform, please check these Terms to ensure you understand the terms that apply at that time. If we think the changes are significant, we will notify you of these changes.

Waiver: If we do not insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations.

Severance: Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the rest will continue to apply.

Third Party Rights: These Terms are between you and us. No other person has any rights to enforce these Terms and neither of us will need to ask anybody else to sign-off on ending or changing these Terms.

Assignment: We may transfer our rights and obligations under these Terms to another organisation. We will always inform you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.

ADDITIONAL TERMS FOR SELLERS

The following additional terms apply to Sellers who advertise on our Platform. These Additional Terms for Sellers apply in addition to our Platform Terms and Conditions (“Terms”). If there is any inconsistency between our Terms and these Additional Terms for Sellers, these Additional Terms for Sellers shall apply.

If any of these additional terms are breached, then without prejudice to any of our other rights and remedies, we may remove you from our Platform immediately without liability to you.

BECOMING A SELLER ON OUR PLATFORM

How to apply

You can apply to become a Seller on our Platform by creating an account and accepting our Terms.

An agreement between you and us governed by all of these Terms will come into force when you create an account.

Your warranties about the information you give

  • You are, and will remain, established or resident in Great Britain (England, Wales or Scotland but not Northern Ireland).
  • The information you provide to us in connection with your application to become a Seller on our Platform is complete and accurate and you’ll promptly notify us of any changes to it and keep the profile you create on our Platform up to date.
  • Any documents you submit to us to support your application or in response to any request from us at any time are either genuine documents or true copies of genuine documents.

Our rights to verify the information you give us and your compliance with these Terms

We may at our option at any time require you to promptly provide us with reasonable evidence that any information you’ve given us is true and up to date and that such information and your behaviour is in compliance with these Terms. Such information includes (but is not limited to) information in connection with your application to become a Seller on our Platform, information that is stated in your profile, and any information you list in your advertisements displayed on our Platform. We can suspend or restrict individual listings until you’ve supplied this evidence and end these Terms if you don’t comply with this requirement.

You permit and instruct us to collect information about you and in connection with your performance of these Terms (including without limitation the vehicles you list on our Platform) and (i) use it for promoting and marketing our Platform and services; and (ii) disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations.

Creating your profile and listing on our Platform

You must create a profile on our Platform. Once you’ve done this you can create listings to sell on our Platform. You represent and warrant that you’ll:

  • Only create listings for motorised vehicles (“Vehicles”).
  • Only list Vehicles which are genuine and comply with all applicable legislation and regulations.
  • Only list Vehicles which are safe. You cannot list Vehicles 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 you to upload relevant Vehicle documentation, such as product safety documentation or a Vehicle’s MOT before permitting you to list your Vehicle.
  • Only list Vehicles which are already in Great Britain (England, Wales or Scotland but not Northern Ireland) at the time of their sale to Buyers. You are not permitted to list Vehicles which will be imported Great Britain on or after their sale to Buyers, as this may have VAT and customs implications.
  • Include in your listings, or where appropriate your profile, all the information about you and your Vehicles and how you’ll fulfil orders that is needed to comply with consumer protection law, as well as any relevant safety information about your Vehicles. Our Platform will prompt you to provide this information, but you’re responsible for making sure you comply with the law. For more on these information requirements, please see the Trading Standards’ advice on online selling at businesscompanion.info.

You must ensure that your profile and the listings for your Vehicles:

  • Comply with our Acceptable Use Policy, which bans things such as obscenity and defamation.
  • Only feature high quality images and descriptions, which you have all the necessary intellectual property and other rights to use in this way on our Platform and to license to us as set out in Update to Your Content  section in our Terms.
  • Are in the English language and are clear and comprehensible.
  • Display real-time information the Vehicles you have available, ready to sell. You must delist any Vehicles that are not in available or have otherwise been sold.
  • Display your valid VAT registration number (where applicable).
  • Does not include anything which would encourage or allow Buyers to contact you other than through the chat function of our Platform, such as email or social media contact details, website addresses or other links. We reserve the right to remove such information.
  • Do not use any search engine optimisation techniques which breach search engines’ guidelines or involve deception, including but not limited to keyword stuffing.

Additional conditions

You agree that as a condition of you being able to advertise on our Platform:

a) you will cooperate fully and in a timely manner with us in relation to all aspects of your use of our Platform, including any investigations we may carry out relating to any complaint received about you;

b) you will provide us with all requested documents, information, items and materials in a timely manner;

c) you are the legal owner of the Vehicle(s) you are listing on our Platform or you have written consent from the legal owner to post it on our Platform, which you will provide to us upon written request;

d) there is no outstanding finance on the Vehicle(s) you are listing for sale;

e) you have the right to enter into and contractually fulfil all Vehicle(s) sales or swaps made on the Platform;

f) you will deal with complaints we tell you about, and any complaints you receive directly from Buyers, in a way that complies with consumer law and honour any additional commitments or guarantees you’ve made in your listing;

g) you will use every effort to settle any dispute with a Buyer acting reasonably and in good faith; and

h) you will refrain from participating in any deceitful practices or actions that violate applicable laws.

You can’t list stolen or unauthorised Vehicles

You must maintain adequate processes and procedures to make sure that your Vehicles are authentic, authorised for sale, not stolen, and not unauthorised. If we ask you to, you must promptly provide us with genuine and conclusive documentary evidence showing that you are authorised to sell your listed Vehicle on our Platform. We can suspend a listing for a Vehicle or terminate these Terms under (Suspension of listings, termination of these Terms and disputes) if you fail to comply with any requirement of this section.

Pricing your Vehicles (including VAT and delivery charges)

How you price your Vehicles is entirely up to you and you can change the price for your Vehicles at any time using our Platform. Please allow up to 24 hours for revised prices to be displayed on our Platform.

Your prices must be inclusive of the following:

  • Supply VAT (where applicable).
  • Non-optional packaging and other charges.
  • 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 Buyers.
  • Delivery charges, which must be shown separately.

How we use other sales channels and affiliates to market our Platform and your Vehicles

We may use other sales channels and affiliates to market our Platform from time to time. We will notify you of any additional distribution channels or potential affiliate programmes where this is applicable.

Other goods and services which complement your Vehicles

When a Buyer purchases a Vehicle on our Platform, we may offer them complementary goods or services being sold by us or on our behalf, including insurance, logistics and finance services.

If you are a private Seller, we don’t allow you to offer the same complementary goods or services to Buyers for Vehicles sold by you.

YOUR COMMUNICATIONS WITH BUYERS

Prior to us disclosing details of the Buyer to you, you must always use the chat function of our Platform to communicate with Buyers who have enquired about your listing through our Platform unless you are a trade Seller.

If a Buyer contacts you about your listing outside of our Platform, you must not encourage the Buyer to buy either directly from you or another source outside of our Platform. This helps us to keep a full record of all communications in relation to any transaction in case there are any disputes.

You must deal promptly and professionally with any questions from Buyers about orders using the chat function on our Platform. You must liaise with us if the question relates to any part of the process, we’re involved in. You and we will co-operate with each other in trying to resolve any such questions.

How you must handle Buyer complaints

We’ll tell you if a Buyer complains to us about you or one of your listings or vehicles you are selling, including any complaints that vehicles have not been delivered or that cancelled orders have not been refunded and provide you with all relevant details about the complaint.

You must deal with complaints we tell you about, and any complaints you receive directly from Buyer, in a way that complies with consumer law. Please see the Trading Standards advice on online selling at www.businesscompanion.info and honour any additional commitments or guarantees you’ve made in your listing or other marketing or advertising.

YOUR USE OF OUR BRANDING

You may publicise your listings on our Platform outside our Platform, for example, on social media. In doing so you must take care not to in any way suggest that you or your listings are endorsed, controlled or created by us. You can share the URLs for your listings and state that your Vehicles can be bought on the We Swap Platform. However, you can’t use the We Swap stylised name or logos either on their own or in combination with another word or use the We Swap name in your social media profile name or photo. You also can’t create content with the same look or feel as that of We Swap.

Once these Terms have ended, you must remove any content that suggests you sell on our Platform from any places you control and use your best efforts to remove such content from any places owned by any third parties. We Swap reserves the right to remove any content that remains on our Platform once these Terms have ended.

SUSPENSION, ENDING THESE TERMS AND DISPUTES

We can suspend or restrict any individual listing you make on our Platform if we become aware, or have reason to believe, that what you’ve said in your listing is not true or up to date, does not comply with these Terms or is otherwise unlawful.

We can end these Terms and your rights to use our Platform for any of the following reasons:

  • You’ve not complied with these Terms, including the policies referred to in them and your non-compliance is more than trivial or is repeated;
  • We reasonably consider that our continuing to provide our Platform and services to you could expose We Swap to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on our reputation or the other Sellers selling on our Platform;
  • We decide to stop providing our Platform.

We’ll give you at least 30 days’ notice that we are ending these Terms with you unless:

  • Our legal, tax or regulatory obligations require us to end these Terms without such notice.
  • It’s imperative for us to end these Terms either immediately or on shorter notice. For example, we may end these Terms with immediate effect if you become insolvent or we reasonably suspect you of fraud or of using our Platform to spam others.
  • You’ve repeatedly broken these Terms.

CLAIMS AND ACTIONS AGAINST US IN CONNECTION WITH YOU OR YOUR VEHICLES

Dealing with claims against us

We’ll pass on to you any complaints we receive about you or your listing as described in How you must handle Buyer complaints. However, if anyone, including (but not limited to) a Buyer, any regulator, HMRC, couriers or any third-party rights holder, makes a claim or takes any kind of action against us in connection with:

  • Your Vehicle, their importation to the UK and their supply through our Platform;
  • Content you’ve uploaded to or otherwise distributed through Our Platform, including but not limited to your profile, your Vehicle listings, your communications with Buyers, advertising, and any omissions or inaccuracies in such content;
  • Things we have or haven’t done in reliance on information you’ve provided (or omitted to provide) to us, including our exercise of rights you’ve granted to us; or
  • Things you have or haven’t done including but not limited to committing any breach of these Terms and our policies

(a Third-party claim), then you must, at our option and as we request, either help us defend or deal with the Third-party claim or defend or deal with it on our behalf, in each case at your own expense. If we ask you to defend or deal with a claim on our behalf, you must get our prior written agreement before settling or compromising it or attempting to do so.

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