Bidding
Terms & Conditions

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Caroo Holdings Pty Ltd (ACN 631 419 433). We and you are each a Party to these Terms, and together, the Parties.These Terms cover the provision of our bidding services, and sets out our obligations as a service provider and your obligations as a customer. You cannot use our services unless you agree to these Terms.If you partake in our services, you must read these Terms in conjunction with the terms and conditions on our website that are applicable to you:if you are a general user of our Platform, our General Terms and Conditions, available at our General Terms and Conditions section;if you are a private seller, our Private Seller Terms and Conditions, available at our Private Seller Terms and Conditions section; andif you are a dealer, our Dealer Terms and Conditions, available at our Dealer Terms and Conditions section;To the extent of any inconsistency between these Terms and any other terms and conditions on our website, these Terms will prevail.Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms. Some capitalised words in these Terms have the same meaning given to them in the general terms and conditions.

1. Bidding Services

1.1. We provide a platform where vendors of motor vehicles (Sellers) and purchasers of motor vehicles (Buyers) can connect (Platform). We have optional bidding functionality on our Platform where Sellers can list their vehicle for sale via live bidding (Bid Listing), and Buyers can engage in a bidding process for the vehicles (Live Bidding)

1.2. We provide the Platform to users, including hosting and maintaining the Platform (together the Bidding Services). You understand and agree that

1.3. we only make available the Bidding Services

1.4. we are not party to any agreement entered into between a Buyer and a Seller

1.5. we have no control over the conduct of Sellers, Buyers or any other users of the Platform

1.6. we do not act an as an agent for the Buyer or Seller; and

1.7. we do not hold title to any vehicle, inspect any vehicle, or have any vehicle the subject of the Bid Listing in our possession

1.8. You agree to

1. (a) comply with these Terms, all applicable Laws, and our reasonable requests;
2. (b) provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Bidding Services; and
3. (c) not (or not attempt to) disclose, or provide access to, the Bidding Services to third parties without our prior written consent.

2. Platform Summary

2.1. A Seller wanting to sell vehicles through a Bid Listing creates an account by providing the required information outlined on the Platform (Account) and uploads an accurate and complete description of specifications of the motor vehicle they can provide, their location and available times, and any other information they deem necessary or is required for purposes of the Bid Listing

2.2. We will review all Bid Listings and confirm whether they are accepted to be listed on the Platform. Sellers can elect for their Bid Listing to go live immediately or at a future date of up to 14 days. However, this is subject to any wait period pending our approval of any such Bid Listing

2.3. We may assist Sellers in creating their Bid Listing, however, it remains the Seller’s responsibility to ensure all information on the Bid Listing is accurate and up to date. By creating a Bid Listing, the Seller confirms that it is legally entitled to and capable of supplying the vehicles described in that Bid Listing

2.4. A Bid Listing cannot be amended once the Live Bidding begins. If an amendment is required, we must be contacted for approval and any changes actioned are at our sole direction. An administrative fee, as outlined on Platform, may apply for any changes

2.5. The Seller can determine whether it wants to select a minimum bidding amount for which it is willing to conclude a successful sale of the vehicle at a Bid Listing (Reserve Price). This Reserve Price will not be visible to Buyers. A Reserve Price can be lowered during the Bid Listing period but cannot be increased once set unless approved by us in writing. Any increase to the Reserve Price will be at our sole discretion and would only be considered in case an obvious error was made by the Seller

2.6. Unless otherwise set out on the Platform, the Seller can list the vehicles for up to 14 days (Bidding Period). The Seller will be notified of any bids placed by a Buyer via the Platform.

1. (a) Sellers may, during the period they have a Bid Listing on our Platform, list their vehicle (which is the subject of that Bid Listing) on any other platform or offer for sale the vehicle anywhere else.
2. (b) Sellers shall not accept an offer for the sale or purchase of a Bid Listing outside of the Platform while the Bid Listing is still active. The cancellation of Bid Listings is set out under section 3.
3. (c) Sellers must not bid on their own Bid Listing or ask anybody to bid on their own Bid Listing, including a friend or family member.
4. (d) We reserve the right to remove any Bid Listing or extend any Bid Listing at our absolute discretion. In the case of an extension, a Buyer who had made the highest bid on an affected Bid Listing will be refunded the Buyer’s Premium they were charged by us. All bids will remain open and cannot be withdrawn.

2.7. A Buyer wanting to buy vehicles creates an Account on the Platform to bid for vehicles on Bid Listings

2.8. A Buyer may place a bid to purchase a vehicle described in a Bid Listing by using the bid function. The bid is an offer from the Buyer to the Seller to buy the vehicle for the amount of the relevant bid (Bid Placed). It is the Buyer’s responsibility to, before placing a bid through the Platform

1. (a) carefully check the Bid Listing details;conduct your own due diligence on the vehicle, including any database checks;arrange an inspection of the vehicle; andindependently determine the description, ownership, value, condition, authenticity and quality of the vehicle.

2.9. If you are a Buyer you acknowledge that it is your responsibility to check the accuracy of your bids. All bids are made at your own risk.

2.10. As a Buyer, you agree, in regards to each Bid Placed for a Bid Listing, that:

1. (a) your bid is a legally binding obligation on you and that, if you have the highest bid at the end of the Bidding Period and you meet any Reserve Price set by the Seller, you must pay the Buyer’s Premium and the price of the vehicle as per your Bid Placed; and
2. (b) you cannot withdraw your bid.

2.11. You must not engage in bid manipulation. Bid manipulation is any practice which unfairly induces other users to make bids or controls the bid price. This includes (but is not limited to) employing shill bidding, which is, the use of secondary registrations, associates or aliases to artificially raise the bidding on an item. Buyers are also prohibited from communicating with each other for the common purpose of manipulating the final purchase price of vehicles.

2.12. We may, at our discretion, remove or correct any Bid Placed if:

1. (a) you have not provided us with a valid payment method or we could not pre-authorise your payment card;
2. (b) you have made a typographical error in your bid; or
3. (c) we believe you have a pre-existing relationship with the Seller.

2.13. The bidding process is a timed bidding process. If a bid is received in the last two minutes of the Bid Listing period, the Bid Listing will be extended by two minutes. The Bid Listing will end once no bid has been placed in the last two minute period of the Bid Listing.

2.14. Once the Bidding Period is over, the Buyer and Seller must communicate and agree to a suitable payment method for the Bid Listing.

2.15. If you, as the Buyer, have the highest bid at the end of the Bidding Period, you agree that, subject to any Reserve Price:

1. (a) you will be deemed to have made an order for the vehicle;
2. (b) you must contact the Seller to purchase the Bid Listing once you have been confirmed as the winner of the bid;
3. (c) you must check the Bid Listing at the point of collection;
4. (d) you must pay the price for the vehicle, as per your Bid Placed, within a period of 7 working days of the Bid Listing ending, unless otherwise agreed with the Seller;
5. (e) if you do not make payment in full to the Seller within 7 working days, or as per the timeframe agreed with the Seller, you may, at the sole discretion of the Seller, lose the right to purchase the vehicle; and
6. (f) the funds you use for your purchase of a vehicle, and the payment of our fees, have no link with criminal activity.

2.16. If the vehicle, the subject of the Bid Listing, is subject to finance, the Seller must provide details of the outstanding finance amount, the finance company and the finance arrangement to the Buyer. The amount of any payment by the Buyer to the finance company will constitute payment by the Buyer to the Seller of the same amount towards payment, in whole or in part, of the winning bid.

3. Cancellation and Expiry

3.1. A Bid Listing can only be cancelled if there is more than 24 hours remaining on the Bid Listing and no bids have been made. In this instance, a cancellation fee will be payable to us, as outlined on the Platform

3.2. If there is less than 24 hours remaining on the Bid Listing or if any bids have already been made, cancellation will only be allowed under exceptional circumstances, subject to our sole direction. In this instance, a cancellation fee will be payable to us, as outlined on the Platform. Exceptional circumstances do not include an offer for the sale or purchase of a Bid Listing outside of the Platform

3.3. If a vehicle does not sell during a Bid Listing, or if the sale was not completed after a winning bid by no fault of the Seller, Sellers may start another Bid Listing or add the vehicle for sale on our Platform as a normal listing. Platform fees as per will apply for re-listings

3.4. The cancellation, or refund of any vehicle ordered via a Bid Listing is strictly a matter between the relevant Buyer and Seller. Should the Seller and Buyer agree to a cancellation or refund of the purchase, both the Seller and Buyer acknowledge and agree that to the maximum extent permitted by law, the Listing Fee or Buyer’s Premium is not refundable

3.5. For disputes between Buyers and Sellers, we encourage Parties to attempt to resolve disputes (including claims for returns or refunds) with the other Party directly and in good faith, either on the Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, the Parties may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws

3.6. This clause will survive the termination or expiry of these Terms

4. Payment of Fees

4.1. You agree to pay all amounts due under these Terms in accordance with the payment terms outlined on our Platform

4.2. In consideration for us providing the Bidding Services

4.3. Sellers will be required to pay us a fee for each Bid Listing (Listing Fee); and

4.4. Buyers who make a purchase from Live Bidding will be required to pay us a fee (Buyer’s Premium)

4.5. as outlined on our platform, unless otherwise agreed between the Parties

4.6. If any payment has not been made in accordance with the payment terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under these Terms or at Law)

1. (a) after a period of 5 Business Days from the relevant due date, cease providing the Bidding Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or
2. (b) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.

4.7. When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth)

4.8. Any company in the Caroo Holdings Pty Ltd group of companies may receive payment on behalf of any other group company and may transfer funds to any other group company.

5. Australian Consumer Law

5.1. Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Bidding Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in these Terms excludes those Consumer Law Rights

5.2. Subject to your Consumer Law Rights, we provide all material, work and services (including the Bidding Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in these Terms

5.3. This clause 5 will survive the termination or expiry of these Terms

6. Liability

6.1. Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law

1. (a) neither Party will be liable for Consequential Loss;
2. (b) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss;
3. (c) (where our Bidding Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Bidding Services again or paying the cost of having the Bidding Services supplied again; and
4. (d) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Listing Price or Buyer’s Premium paid by you to us in respect of the supply of the relevant Bidding Services to which the Liability relates.

6.2. We cannot guarantee the continuous operation of or access to our Platform. The functionality of our Platform is subject to delays, interruptions and errors beyond our control. To the maximum extent permitted by law, we shall have no liability for any such delays, interruptions or errors outside of our control

7. Termination

7.1. Your Account and these Terms may be terminated by you at any time, using the ’Cancel Account’ functionality (or similar) in the Account page section of your Account settings, unless you have any live Bid Listings, you will only be able to cancel your Account once the Bid Listing has ended

7.2. These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if

7.3. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

7.4. the Defaulting Party is unable to pay its debts as they fall due

7.5. Should we suspect that you are in breach of these Terms, we may suspend your Account while we investigate the suspected breach

7.6. Upon expiry or termination of these Terms

7.7. we will remove your access to the Platform

7.8. we will immediately cease providing the Bidding Services

7.9. to the maximum extent permitted by law, any payments made by you to us are not refundable to you; and

7.10. where we terminate the Terms for any reason, you also agree to pay us our reasonable additional costs directly arising from such termination (including recovery fees)

7.11. Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

7.12. This clause will survive the termination or expiry of these Terms.

8. General

8.1. Amendment: Terms may only be amended by written instrument executed by the Parties

8.2. Assignment: Subject to clause 8.7, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld)

8.3. Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the Australian Disputes Centre

8.4. Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause

8.5. as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and

8.6. uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event

8.7. Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms

8.8. Governing Law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts

8.9. Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email

8.10. Subcontracting: We may subcontract the provision of any part of the Bidding Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor

9. Definitions

9.1. In these Terms, unless the context otherwise requires, capitalised terms have the following meaning:

9.2. ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.

9.3. Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, excluding Saturdays, Sundays and public holidays.

9.4. Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price and any Expenses will not constitute “Consequential Loss”.

9.5. Consumer Law Rights has the meaning given in clause 5.1.

9.6. Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

9.7. Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.

9.8. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

9.9. Terms means these terms and conditions and any documents attached to, or referred to in, each of them.