“You” means any person accessing, browsing or using the Website and shall include Buyers and Sellers (and “Your” shall have the same meaning).

2.2. Words and phrases used in these Terms shall be interpreted in accordance with their ordinary meaning except and to the extent that a particular definition is specified in these Terms.

2.3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.4. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.

2.5. When We use the words “writing” or “written” in these Terms, this includes emails.

3. REGISTRATION

3.1. In order to use the Website as a Buyer or Seller You will first need to register an account with Us. You must be at least 18 years old to register and You are only permitted one account. We do not permit users under 18 to register, upload content or make contact with other users of the Website. Multiple live accounts and/or duplicate profiles are not permitted.

3.2. By registering with Us You are representing and warranting to Us that:

3.2.1. You are over 18 years old;

3.2.2. You do not already have an account registered with Us; and

3.2.3. You have not previously been banned from the Website.

3.3. You agree that all registration information You submit to the Website will be current, true, accurate and complete and that You will maintain the accuracy of this information at all times. You must promptly update any changes to Your account details. If You make false representations or provide inaccurate information, RevClub reserve the right to remove Your accounts from the Website.

3.4. Your account is for Your use only and You agree that You will not share Your account or Your account details with any other person. It is Your responsibility to keep Your account details safe and secure. You will be responsible for any and all activity conducted using Your account or Youraccount details. We have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in our reasonable opinion You have failed to comply with any of the provisions of these Terms.

3.5. You shall take all reasonable steps to prevent unauthorised access to Your account. If You know or suspect that anyone other than You knows Your account details or password or has accessed Your account without authorisation, you must promptly notify Us.

3.6. We may terminate Your account or prevent or suspend Your access to the Website (and remove any of Your listings or bids) if You do not comply with any part of these Terms, any terms or policies to which they refer or any Applicable Laws.

4. ACCESS TO AND USE OF THE WEBSITE AND THE APP

4.1. As a condition of Your use of the Website You agree that You will not:

4.1.1. use the Website for any purpose that is unlawful under any Applicable Law or promote any unlawful activity or prohibited by these Terms;

4.1.2. use the Website to commit any act of fraud;

4.1.3. use the Website to distribute viruses or malware or other similar harmful software code;

4.1.4. use the Website for the purposes of promoting unsolicited advertising or sending spam;

4.1.5. use the Website for any phishing activity;

4.1.6. use the Website in any matter that disrupts the operation of the Website, our business or the business of any other entity;

4.1.7. threaten, abuse, harass or invade the privacy of any other user of the Website or any third party;

4.1.8. publish, post, upload, store, distribute or disseminate any unlawful, defamatory, infringing, obscene, sexually explicit, harmful, confidential, libellous, hateful, threatening or otherwise illegal material or information, or anything which might constitute a criminal or civil offence;

4.1.9. use the Website to gain unauthorised access to or use of computers, data, systems, accounts or networks;

4.1.10. impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with RevClub or with any other person or entity;

4.1.11. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website, in any form or media or by any means.

4.1.12. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website.

4.2. We reserve the right to suspend or terminate operation of the Website at any time as We see fit.

5. DUTIES AND RESPONSIBILITIES

5.1. You are not permitted to bid on Your own Auction Lot. You cannot bid on an Auction Lot of someone connected to You, nor can you have a friend or someone connected to You bid on Your Auction Lot unless they have a genuine intention of purchasing the Auction Lot.

5.2. If You are not a consumer, You will be liable to RevClub and indemnify RevClub for all losses or costs, including reasonable legal fees We incur arising out of any breach by You of clause 5.1. If You are a consumer user, You will be responsible for any loss or damage We suffer as a result of Your breach of clause 5.1.

5.3. You agree that You are solely responsible for all costs and expenses You may incur in relation to Your use of the Website.

6. LISTING AN AUCTION LOT FOR SALE

6.1. A Seller must first request a listing for an Auction Lot by uploading images, proof of ownership, finance information and any other relevant information requested by RevClub in relation to the proposed Auction Lot and by following the instructions provided on the Website.

6.2. Each Seller gives RevClub the full and absolute licence to photograph and illustrate any Auction Lot for sale, and to use photographs and illustrations at any time at our absolute discretion (whether or not in connection with the Online Auction). The Seller agrees that they will not use such photographs in connection with the sale of the Auction Lot on any platform other than the Website.

6.3. Following receipt of the proposed Auction Lot, RevClub will consider it and confirm to the Seller if the proposed Auction Lot is accepted to be listed on the Website. RevClub may assist the Seller in the creation of their listings (including the content of such listings), but it remains each Seller’s sole responsibility to ensure that their listings are accurate.

6.4. A listing will only be accepted by RevClub (acting in their sole discretion) once RevClub confirm the listing to the Seller in writing. Upon such confirmation, the Auction Lot must be listed exclusively with RevClub for a minimum of 24 hours (although typically, Auction Lots are listedfor 7 days). As a result, the Seller is not entitled during the exclusivity period of the auction to use any other means of sale without RevClub’s written consent.

6.5. In listing an Auction Lot, each Seller represents and warrants that:

6.5.1. the description of and any other information relating to the Auction Lot is accurate, up to date and complete in all respects (including, without limitation, the advertised mileage of any Vehicle);

6.5.2. they have provided all material relating to the Auction Lot in their possession and control, in particular in relation to the authenticity, provenance, origin, age, condition or quality of the Auction Lot;

6.5.3. they are the legal owner of the Auction Lot and they are free to sell the Auction Lot. If the Auction Lot is subject to finance, the amount outstanding must be confirmed prior to listing. At the Buyer’s request, the Seller must provide such details of the finance company and the finance arrangement to the Buyer that are reasonably required, within a reasonable timeframe, to enable the Buyer to discharge the outstanding finance arrangement directly with the finance company. The amount of any such payment by the Buyer to the finance company shall constitute payment by the Buyer to the Seller of the same amount towards settlement (in whole or in part) of the Buyer’s Successful Bid;

6.5.4. they will complete the sale of the Auction Lot to the successful Buyer under a Contract; and

6.5.5. the sale will transfer legal ownership of the Auction Lot to the Buyer, free from any charges or encumbrances.

6.6. Whether or not RevClub provide the Seller with assistance on any listing of an Auction Lot, RevClub shall not be liable for any inaccurate or misleading information or any misrepresentationin respect of the Auction Lot.

6.7. The Seller shall promptly notify RevClub in writing upon becoming aware of any material alterations required to the description of and any other information relating to the Auction Lot, or of any concerns expressed by third parties, in relation to the authenticity, provenance, origin, age or quality of that Auction Lot.

6.8. A Seller may request a Reserve Price for an Auction Lot, for agreement by RevClub. Once RevClub have agreed a Reserve Price for an Auction Lot with the Seller, the Seller may withdraw or reduce the Reserve Price at any time prior to sale of the Auction Lot by providing RevClub with written notice. However, the Seller may only increase the Reserve Price with RevClub’s prior written consent..

6.9. RevClub give no warranty or representation as to the anticipated or likely selling price of any Auction Lot. Any estimate given by RevClub, whether written or oral, as to the estimated selling price of any Auction Lot is a statement of opinion only and may be subject to revision from time to time at RevClub’s sole discretion and may not to be relied upon as an indication of what will or can be achieved for the Auction Lot.

6.10. Each Seller is required to provide to RevClub the details of a valid payment card so that RevClub can collect payment if they charge fees to the Seller in accordance with these Terms.

7. OBLIGATIONS OF THE BUYER

7.1. Each Buyer irrevocably agrees to pay RevClub’s fee as described in clause 10 in the event of a Successful Bid.

7.2. Where a Buyer wishes to bid for an Auction Lot, it is the Buyer’s responsibility to:

7.2.1. review the listing information, description and photographs provided by or on behalf of the Seller in relation to that Auction Lot;

7.2.2. undertake their own due diligence on that Auction Lot, including any database checks;

7.2.3. arrange an inspection of that Auction Lot;

7.2.4. check the accuracy of their bid as all bids are made at the Buyer’s own risk; and

7.2.5. independently determine the description, ownership, value, condition, authenticity and quality of the Auction Lot.

7.3. Each bid by a Buyer for an Auction Lot:

7.3.1. shall be submitted electronically through the Website and no alternative form of a bid will be accepted or considered valid for any reason whatsoever;

7.3.2. is an irrevocable offer to purchase that Auction Lot, which becomes a legally binding obligation to purchase that Auction Lot where the bid is a Successful Bid. A Buyer cannot withdraw a bid or a Successful Bid.

7.4. RevClub shall use all reasonable endeavours to notify a Buyer of any higher bids that are placed by other potential Buyers.

7.5. RevClub are entitled at their sole and absolute discretion to remove a bid where:

7.5.1. valid payment methods have not been provided to RevClub by the Buyer;

7.5.2. there is a typographical mistake in the bid;7.5.3. the Buyer is bidding on behalf of the Seller; or

7.5.4. the Buyer failed any background checks made against them by RevClub.

8. RULES OF AUCTION

8.1. During the period of the auction, Buyers can place bids against an Auction Lot which it is the Seller’s responsibility to negotiate. Once a Buyer makes a bid that falls within a specified percentage of the Reserve Price that We have agreed with the Seller, RevClub will inform the Seller of such bid(s). Once an offer is received by the Seller, they must do one of the following within 24 hours:

8.1.1. accept the bid and enter into a Contract with the Buyer, upon which the Auction Lot will be removed from the Website by RevClub;

8.1.2. reject the bid;

8.1.3. reject the bid but make a counter-offer, in which case any Reserve Price will be amended to match the Seller’s counter-offer; or

8.1.4. allow the bid to expire without any response (which will occur automatically after 24 hours, or earlier if a higher bid is made).

8.2. If the Seller makes a counter-offer to a Buyer following receipt of a bid for an Auction Lot, the Buyer will then have 24 hours (or until a higher offer has been made if earlier) to choose how to respond to that counter-offer. The Buyer may accept or reject the counter-offer or may continue negotiating by submitting another bid.

8.3. If an Auction Lot is listed for auction as “Subject to Confirmation” and:

8.3.1. does not sell within the assigned timeframe for the listing;

8.3.2. the listing is withdrawn prior to conclusion of the assigned timeframe for the listing; or

8.3.3. the Seller fails to complete the Contract with a Buyer who has had made a Successful Bid within the timescales agreed with the Buyer for any reason other than the default of the Buyer, then the Seller shall be liable to pay to RevClub the fee described in clause 10.

8.4. RevClub reserve the right, in their sole and absolute discretion, to withdraw any Auction Lot from auction at any time before the Seller has accepted a bid.8.5. Where the Buyer makes a Successful Bid for an Auction Lot RevClub shall promptly notify the Buyer by email or otherwise in writing of that Successful Bid, at which point the Buyer shall be legally bound to purchase the Auction Lot at the amount of the Successful Bid.

8.6. Following receipt of a Successful Bid:

8.6.1. the Buyer shall directly contact the Seller to complete the purchase of the Auction Lot;

8.6.2. it is the responsibility of the Seller and the Buyer respectively to negotiate and enter into a Contract for the applicable Auction Lot. RevClub are not a party to any transaction between the Seller and the Buyer (including the Contract);

8.6.3. it is the responsibility of the Seller and the Buyer to agree a suitable payment method for the purchase of the applicable Auction Lot. The Buyer may opt to protect their funds for purchasing an Auction Lot by using an escrow agent to hold those funds in their escrow account (subject to their terms of service and agreed fees) and release those funds to the Seller once the sale is agreed. RevClub do not provide escrow services;

8.6.4. the Buyer shall pay to the Seller the final amount of that Successful Bid within such period as may be agreed with the Seller in the Contract;

8.6.5. the Buyer shall check and properly inspect the Auction Lot at the point of collection or delivery; and

8.6.6. the Buyer shall pay any shipping and delivery costs associated with their purchase of an Auction Lot, including but not limited to taxes, fees and testing charges.

8.7. The Buyer warrants that the funds they use for their purchase of an Auction Lot and the payment of RevClub’s fees have no link with criminal activity including, without limitation, money laundering, tax evasion or terrorist financing.

8.8. If any sale of an Auction Lot is concluded by a Seller other than via the Website, the Seller will be liable to pay to RevClub the fees described in clause 10.

8.9. If a Buyer has made a Successful Bid but fails to complete the purchase of the Auction Lot and/or to enter into a Contract (including failing to pay to the Seller the final amount of the Successful Bid) within the timescales agreed with the Seller, for any reason other than the default of the Seller, the Buyer will nevertheless remain obliged to pay the fees due to RevClub in respect of the sale of that Auction Lot in accordance with these Terms.

8.10. Any fees that a Buyer or Seller’s bank imposes in connection with a payment to RevClub are the responsibility of the respective Buyer or Seller only and RevClub have no liability to pay these.

9. DISPUTES9.1. Any dispute or claim in respect of the sale of any Auction Lot shall be resolved between the Buyer and Seller and RevClub has no obligation to be involved in such a dispute or claim.

10. REVCLUB FEES

10.1. Where a Buyer is liable to pay a fee to RevClub under clause 7.1, or the Seller is liable to pay a fee to RevClub under clauses 8.3 or 8.8, such fee shall be payable by the Buyer or Seller (as applicable) in cleared funds within 3 Business Days of receiving an invoice for such fee from RevClub.

10.2. The fee payable by the Buyer or Seller in accordance with clause 10.1 shall be calculated at 6% plus VAT of:

10.2.1. the value of the Successful Bid, where the fee is payable by the Buyer under clause 7.1;

10.2.2. the higher of the Reserve Price, the value of the Successful Bid or the value of the highest bid made (whichever is applicable in the specific circumstances), where the fee is payable by the Seller under clause 8.3; or 10.2.3. the value of the sale made, where the fee is payable by the Seller under clausev8.8, subject to the minimum amount of the fee being £600 plus VAT and the maximum amount of the fee being £6,000 plus VAT.

10.3. If any payment due to RevClub under this clause 10 is not paid within the timescale specified in clause 10.1, without prejudice to any other rights or remedies that RevClub may have, RevClub may elect at our sole discretion to exercise one or more of the following rights or remedies:

10.3.1. set off any amounts that RevClub may owe to the party that has failed to make payment (“the Defaulting Party”) against any amounts outstanding from the Defaulting Party or any damages suffered by RevClub as a result of breach of contract by the Defaulting Party;

10.3.2. reject future listings from the Seller (where the Seller is the Defaulting Party) or future bids from the Buyer (where the Buyer is the Defaulting Party) or render such listings or bids subject to payment of a deposit;

10.3.3. charge interest at the annual percentage rate of 4% above the Bank of England base

rate, from the date on which payment is due to the date that payment of the outstanding

sum is made in cleared funds (both before and after judgment); and

10.3.4. commence legal proceedings to recover the outstanding fee or to claim damages for the Defaulting Party’s breach of contract, together with interest and the costs of such proceedings on a full indemnity basis.

11. CANCELLATION RIGHTS OF CONSUMERS

11.1. If the Buyer is a Consumer who habitually resides in the European Union or United Kingdom and the Seller is a Business, then the Buyer shall have the right to cancel their online purchase of goods (the "Right to Change Your Mind”) for any reason during the period of 14 calendar days after the Buyer or the Buyer’s designated agent (other than the carrier) acquires physical possession of the Auction Lot (the “Cancellation Period”). To exercise the Right to Change Your Mind in relation to an Auction Lot, the Buyer must: