These Carsmart SmartHub Terms and Conditions (defined below) were last updated on 12.12.2024.

1. Definitions and Interpretation
   
   In these Carsmart SmartHub Terms and Conditions, the following words have the following meanings:
   
   Applicable Laws: all laws, regulations, statutes, subordinate legislation, common law, judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal, all codes of practice having force of law, and any statutory guidance, regulatory policy or guidance and industry codes of practice.
   
   Applicable Laws shall include but not be limited to consumer protection laws, sanctions, laws on anti-bribery and corruption, laws on anti-money laundering and the proceeds of crime, and laws on modern slavery;
   
   Bid: the sum offered by you on the SmartHub to purchase a Vehicle;
   
   Carsmart: Carsmart Limited, a company registered in England and Wales with company number 13635527 whose registered office at 128 City Road, London, EC1V 2NX (also referred to in these Carsmart SmartHub Terms and Conditions as we, us, our);
   
   Carsmart SmartDrop: means the Vehicle transport service provided by Carsmart;
   
   Carsmart SmartWallet: the service made available by Carsmart to enable the secure payment of the Purchase Price to a Seller;
   
   Carsmart SmartConnect: the service provided via the SmartHub allowing SmartHub Users to sell Vehicles to other SmartHub Users, subject to meeting specific Eligibility Requirements;
   
   Collection Service: the collection of the Vehicle from a Seller by Carsmart SmartDrop and/or its third-party transportation providers and the delivery of the same to you;
   
   Confidential Information: has the meaning given to it in clause 6;
   
   Data Protection Laws: means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
   
   Eligibility Requirements: the criteria, communicated to you by Carsmart, which must be met in order for you to be allowed to access the SmartHub, and any services provided through the same, and bid on Vehicles (or sell Vehicles through Carsmart SmartConnect) which may include, but is not limited to, anti-money laundering checks, know-your-client checks, and other business-suitability checks conducted by Carsmart and/or its third party representatives;
   
   Carsmart SmartHub Terms and Conditions: these Terms & Conditions, together with our Privacy Policy, and any other policies referenced on this page and/or provided to you by Carsmart from time to time;
   
   Outstanding Finance: any finance due in respect of a Vehicle from a Seller or any previous or current owner of that Vehicle to a third party such as a car finance company, stocking finance company, or bank;
   
   Privacy Policy: our Privacy Policy which can be found at https://smarthub.trycarsmart.com/privacypolicy;
   
   SmartHub Fees: the sum(s) payable to Carsmart by you in respect of each Vehicle purchased by you, as calculated in accordance with the SmartHub Fee Schedule;
   
   SmartHub Fee Schedule: the pricing table found at https://smarthub.trycarsmart.com/smarthubfees or otherwise made available to you by Carsmart, which sets out the specific SmartHub Fees applicable, which are based on the winning Bid, and as may be updated from time to time;
   
   Purchase Price: the consideration paid by you to a Seller for their Vehicle under a Vehicle Purchase Contract less applicable taxes;
   
   Seller: an individual or business who (directly or through another) sells their Vehicle through the SmartHub;
   
   Seller Vehicle Data: the information provided by the Seller in respect of their Vehicle;
   
   SmartHub: the online used car marketplace platform, and its sub-markets including Editions offered by Carsmart via the Website;
   
   SmartHub User: you, as a dealer of used vehicles, trader or online buyer or an actual or prospective user of SmartHub and purchaser or Seller of Vehicles through the same (also referred to in these Carsmart SmartHub Terms and Conditions as you, your, yourself);
   
   SmartHub Guidelines: the code of conduct applicable to all SmartHub Users available at smarthub.trycarsmart.com/guidlines;
   
   Unacceptable Practices: any of the practices listed in clause 12.4;
   
   VAT: means value-added tax;
   
   Vehicle: any vehicle offered for sale by a Seller on the SmartHub;
   
   Vehicle Purchase Contract: an agreement or arrangement entered into between yourself and a Seller for the sale and purchase of a Vehicle;
   
   Website: the Carsmart website available at https://smarthub.trycarsmart.com/ or such other URL as Carsmart may determine; and
   
   Working Day: a day other than a Saturday, Sunday or public holiday in England.
2. Appointment and Use of the SmartHub
   1. Carsmart's Role

      You understand and concur that Carsmart functions as the proprietor and operator of a used car marketplace, affording you the avenue to acquire Vehicles presented for sale by Sellers. It is imperative to acknowledge that Carsmart neither sells vehicles itself nor assumes any risks or title concerning any Vehicle listed for sale on the SmartHub.

   2. SmartHub User Eligibility and Conduct
      1. Contingent upon your fulfilment of the Eligibility Requirements, Carsmart shall grant you access to the SmartHub, enabling you to place Bids and purchase Vehicles.
      2. While utilising the SmartHub, you are obliged to:
         1. adhere to these Carsmart SmartHub Terms and Conditions;
         2. comply with any policies provided to you periodically by Carsmart;
         3. continually meet the Eligibility Requirements;
         4. abstain from any Unacceptable Practices;
         5. conduct yourself with good faith, respect, honesty, and integrity when interacting with our employees, transport partners, and Sellers, in alignment with any conduct guidelines presented by Carsmart (including the SmartHub Guidelines).
      3. Both parties assert and agree that they possess no authority to bind the other party, nor shall they represent themselves or allow any person to represent themselves as authorised to bind the other party in any capacity.
   3. Procedures for Bidding and Buying Vehicles
      1. Vehicle details
         1. The Seller Vehicle Data for each Vehicle will be provided to you via the SmartHub.
         2. You acknowledge and agree that each Vehicle is sold on an 'as is' basis. As a marketplace, Carsmart does not perform any pre-sale inspection of the Vehicles listed for sale.
         3. Should you require further information regarding a specific Vehicle, you are to request such information from us prior to making a Bid. We will endeavour to supply any additional information made available by the Seller.
         4. You acknowledge and agree that you are solely responsible for conducting your own due diligence on each Vehicle before placing a Bid.
      2. Bidding Following the completion of your due diligence, if you wish to Bid for a Vehicle, you shall do so via the SmartHub.
      3. Upon Bid Approval
         1. Subsequent to the Seller's acceptance of your Bid, we shall notify both you and the Seller of the sale. Within one (1) Working Day of this sale confirmation, you must:
            1. contact the Seller to arrange for the Vehicle's collection (if you opt to collect it yourself); or
            2. contact us to coordinate the Vehicle's collection via Carsmart SmartDrop, for delivery to you; and
            3. in either scenario, furnish the Seller with a copy of your terms and conditions of purchase in the form of a written Vehicle Purchase Contract (which Carsmart may request a copy of from time to time).
         2. You warrant, represent, and undertake that your Vehicle Purchase Contract shall:
            1. comply with all Applicable Laws, including Data Protection Laws;
            2. prohibit cancellation or termination without cause, except in accordance with non-excludable Applicable Laws; and
            3. exclude Carsmart as a party and refrain from including any representations, warranties, or conditions purported to be made by Carsmart.
      4. Price Changes and Voided Sale
         1. You acknowledge and accept that, barring the exceptions stated below, once a Bid has been accepted by a Seller, you are obliged to purchase the Vehicle at the winning Bid price accepted by the Seller.
         2. You may only cancel a Bid or seek a price adjustment under the following circumstances:
            1. the Seller declines to sell the Vehicle;
            2. there is undisclosed Outstanding Finance on the Vehicle;
            3. evidence of fraudulent activity by the Seller in selling the Vehicle (e.g., tampered or stolen vehicle) is provided; and/or
            4. adherence to our Carsmart Price Changes and Voided Sale Policy, accessible here https://smarthub.trycarsmart.com/price-changes-and-voided-sale.
         3. To enact a cancellation or price adjustment under the aforementioned clause:
            1. you must complete the Price Changes and Voided Sale Form as promptly as possible;
            2. you must conduct yourself with fairness and respect toward the Seller, adhering to any guidelines and policies provided by Carsmart;
            3. you must substantiate that the Seller Vehicle Data was incorrect or incomplete, such as revealing undisclosed damage or faults.
      5. Settling Finance Amounts If the Seller Vehicle Data outlines Outstanding Finance on a Vehicle, you undertake to fulfil the payment due to the pertinent finance company in full, correspondingly reducing the Purchase Price paid to the Seller. Proof of this payment should be obtained from the finance company and provided to us and/or the Seller upon request. You agree to indemnify us and hold us harmless against any losses, penalties, fees, costs, interest, and damages arising from your non-compliance with this clause 2.3(e), and we may pursue such amounts as a debt claim against you.
      6. Settlement of the Purchase Price
         1. Irrespective of terms stated in the Vehicle Sales Contract, you are required to pay the Purchase Price within 24 hours subsequent to the Vehicle's collection from the Seller.
         2. Where a Vehicle is subject to VAT (e.g., a company Vehicle or a Vehicle used in trade, or if the Seller is VAT registered), you agree to pay VAT to the Seller in addition to the Purchase Price.
         3. The Purchase Price must be paid by you to either:
            1. the Seller's designated bank account, as communicated by us; or
            2. your Carsmart SmartWallet account, if utilising Carsmart SmartWallet, as communicated by us.
         4. In no circumstances shall the Purchase Price for a Vehicle be paid in cash.
      7. Carsmart SmartWallet If authorised to use Carsmart SmartWallet, your payment of the Purchase Price will be managed by our third-party payment processor. Please consult the Carsmart SmartWallet Terms on our Website for further details.Carsmart SmartConnect.
   4. Carsmart 'SmartConnectr' To initiate the trade sale of a vehicle through Carsmart SmartConnect, one must first satisfy specific Eligibility Requirements, details of which can be obtained upon request from Carsmart. All transactions conducted via Carsmart SmartConnect will be governed by the prevailing Carsmart Seller Terms.
3. Vehicle Pickup and Delivery
   1. Self-Collection of a VehicleUpon acceptance of a Bid by the Seller, should you opt to collect the Vehicle personally or via a third party appointed by you:
      1. You are required to collect the Vehicle promptly following the receipt of the sale confirmation from us;
      2. You must provide the Seller with regular updates regarding the collection status and arrange the collection at a time convenient to the Seller;
      3. You acknowledge and accept sole responsibility for conducting a thorough inspection of the Vehicle upon collection. In the event that a third-party agent is engaged for collection, it is your responsibility to ensure that they perform an adequate inspection. You must notify us within one (1) Working Day of collecting the Vehicle.
   2. Carsmart SmartDrop
      1. Carsmart provides a comprehensive Vehicle transportation and inspection service. Following the acceptance of a winning Bid by a Seller, you may request the Collection Service from Carsmart.
      2. By requesting the Collection Service from Carsmart, you acknowledge and accept that the Carsmart SmartDrop Terms shall apply. You are advised to review the Carsmart SmartDrop Terms to fully understand the conditions, particularly those relating to fees for the Collection Service, service levels, and the process for handling damage claims.
4. SmartHub Fees
   1. Basis of SmartHub Fees
      1. Unless enrolled in Carsmart SmartWallet, the SmartHub Fee payable for a Vehicle is based on the winning Bid price, not the final Purchase Price (i.e., after any price negotiation).
      2. If enrolled in Carsmart SmartWallet, the SmartHub Fee is based on the final Purchase Price, as Carsmart SmartWallet provides visibility on the Purchase Price.
      3. If you are eligible for invoicing, we may invoice you for the SmartHub Fee from the earlier of:
         1. notification from either yourself or the Seller that you have taken possession of the Vehicle;
         2. payment of the Purchase Price, if using Carsmart SmartWallet (in which case, the SmartHub Fee will be deducted from your Carsmart SmartWallet wallet); or
         3. seven (7) days after the acceptance date of the winning Bid by the Seller.
      4. Carsmart offers two payment options for the SmartHub Fee when Carsmart SmartWallet is not utilised:
         1. Pre-authorisation: Upon submitting a Bid, you are required to provide your credit/debit card details. Upon Bid acceptance, the SmartHub Fee will be automatically withdrawn from your account and held by Carsmart until the Sale is confirmed by the Seller. If the Sale does not proceed, the withdrawn amount will be refunded as soon as possible.
         2. Direct transfer: Upon notification of a winning Bid, you will receive a unique reference number and bank account details for a Carsmart holding account. You must transfer the SmartHub Fee to the designated account within seven days of receiving the relevant invoice. If payment is not received within the time period stipulated, the Vehicle will be offered to the next highest bidder, provided it meets the Seller's reserve.
   2. Making Payment
      1. For clarity, the SmartHub Fee excludes any other fees, including those related to the Collection Service or other additional services.
      2. All invoices issued by Carsmart must be paid within seven (7) days of receipt unless clause 5.1(d) applies, in which case the stipulated time period therein or as otherwise agreed by Carsmart shall apply.
      3. You agree that if you cancel your winning Bid or offer a Purchase Price lower than the winning Bid, the SmartHub Fee remains due and payable based on the winning Bid in accordance with the SmartHub Fee Schedule.
      4. Failure to pay any sum by the due date will result in interest charges at an annual rate of 7% above Barclays Bank plc’s prevailing base rate from the due date until full payment is received (whether before or after judgment).
      5. All payable sums are exclusive of VAT or other applicable sales tax, unless otherwise specified on the SmartHub, and such taxes will be added to the total amount due.
   3. Reporting and Audits
      1. You are required to maintain separate accounts and records related to your obligations under this clause 5 for a rolling period of six (6) years. Carsmart or its authorised representative has the right to inspect and audit these records with five (5) Working Days’ notice during business hours for a period of six (6) years after your last Vehicle purchase through the SmartHub. You must permit Carsmart to make copies or extracts from these records and must fully cooperate with any such inspection or audit.
      2. If an inspection reveals that any monies are owed to Carsmart, you must pay these amounts within seven (7) days of notification. Should an inspection or audit become necessary due to your failure to provide a statement, or if the shortfall exceeds 2% of the monies due for the relevant month, you must reimburse Carsmart for the reasonable costs incurred for such inspection or audit.
      3. You acknowledge and agree that Carsmart reserves the right to amend the calculation of the SmartHub Fees at any time with written notice to the SmartHub User; however, such amendments will not affect any Bid already submitted by you.
5. Confidential Information
   • Confidential Information refers to any information, whether written, oral, or in any medium, that pertains to the business, Sellers, suppliers, products, financial and management matters, dealers, employees, or authorized agents, plans, proposals, strategies, or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
   • The Receiving Party shall not, and must ensure that its Representatives (defined below) do not, use, copy, or disclose any of the Disclosing Party's Confidential Information except to fulfill its obligations and exercise its rights under the Carsmart SmartHub Terms and Conditions.
   • The Receiving Party may only disclose the Disclosing Party's Confidential Information to its employees, directors, external advisers, and subcontractors (Representatives) to the extent necessary for the Receiving Party to fulfill its obligations under the Carsmart SmartHub Terms and Conditions. All Representatives must be bound by written obligations of confidentiality and non-use that apply to the Confidential Information disclosed to them.
   • The provisions of the clauses do not apply to any Confidential Information which:
     • becomes publicly available other than through an act or omission of the Receiving Party;
     • is already in the possession of the Receiving Party from a person lawfully in possession of the information and not under an obligation of confidentiality to the Disclosing Party; or
     • must be disclosed by any court, government, or administrative authority with the authority to require disclosure.
6. Data Protection
   • For the purposes of this clause 6, terms such as “appropriate technical and organisational measures”, “controller”, “data subject”, “personal data”, “personal data breach”, “processing”, “process”, “processor”, and “supervisory authority” shall have the meanings assigned to them in the Data Protection Laws.
   • To facilitate your purchase of a Vehicle, both parties will exchange personal data relating to the relevant Seller. Each party agrees:
     • to apply the data specification outlined in clause 6.4;
     • that each party will act as an independent controller of the personal data and comply with its obligations under Data Protection Laws concerning the personal data;
     • to share the personal data using secure methods agreed upon in writing;
     • to notify and cooperate with the other party in the event of any notice, request, dispute, or claim concerning the processing of personal data from a data subject, supervisory authority, or other third parties;
     • to designate a single point of contact for communications relating to the processing of personal data and promptly inform the other party of such contact. Our point of contact for personal data processing communications is [email]; and
     • that Carsmart provides the personal data “as is” to the fullest extent permitted by law. Carsmart disclaims all warranties, including implied warranties of satisfactory quality and fitness for a particular purpose, regarding the personal data, its use, and the results of such use.
   • You agree to:
     • process the personal data according to the principles of the UK GDPR, ensuring a legal basis for processing under the UK GDPR, and solely for the purpose detailed in the data specification at clause 6.4(c) (Agreed Purpose);
     • take reasonable steps to ensure the reliability of any employee or third party who may access the personal data, limiting access to individuals who need to know or access the personal data, and ensuring all such individuals are subject to appropriate confidentiality undertakings;
     • not share the personal data with any third party without Carsmart's express written consent;
     • implement and maintain appropriate technical and organisational measures to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, alteration, or damage;
     • notify Carsmart without undue delay of any personal data breach affecting the personal data, providing reasonable particulars and any other information reasonably requested by Carsmart, and take immediate steps to mitigate and remediate such breach, following Carsmart's reasonable directions;
     • not transfer the personal data outside of the United Kingdom unless in compliance with Data Protection Laws; and
     • retain the personal data only for as long as necessary for the Agreed Purpose, securely delete the personal data thereafter, and provide written confirmation of such secure deletion at Carsmart's request.
   • The types of Personal Data we may share and the purpose for sharing such information are as follows:
     • Categories of data subject:
       • Sellers; and
       • Drivers (if using Carsmart SmartDrop)
     • Categories of Personal Data:
       • Seller: name, email address, address, phone number, date of birth, signature, photograph (on driving license), bank account information, Seller Vehicle Data, and photographs or scans of documents containing the foregoing.
       • Carsmart SmartDrop Driver: real-time location, name, and phone number (if using Carsmart SmartDrop).
     • Purpose of sharing Personal Data: to facilitate the purchase and transport of a Vehicle from a Seller.
7. Warranties
   1. Each party represents, warrants, and undertakes that:
      • it has the right, power, and authority to enter into these Carsmart SmartHub Terms and Conditions and fully perform all of its obligations under these Carsmart SmartHub Terms and Conditions; and
      • performing these Carsmart SmartHub Terms and Conditions will not breach any other agreement it has entered into.
   2. You warrant, represent, and undertake that, as a business, you comply with Applicable Laws at all times.
   3. We do not guarantee that a Seller will comply with the provisions of a Vehicle Purchase Contract. Consequently, we shall not be liable for any costs, claims, losses, expenses, or damages incurred by you due to any act or omission of a Seller.
   4. We do not provide any warranty, representation, endorsement, or recommendation regarding any Seller Vehicle Data or any Vehicle. You agree it is your responsibility to ensure the Vehicle complies with the Seller Vehicle Data:
      • before making a Bid;
      • again upon collection of the Vehicle unless you have chosen to use Carsmart SmartDrop before paying the purchase price to the Seller.
   5. Accordingly, you acknowledge and agree that Carsmart shall not be liable for any costs, claims, losses, expenses, liabilities, or damages incurred by you or any third party due to any inaccuracies or discrepancies in the Seller Vehicle Data and/or the Vehicle itself.
8. Limit of Liability
   1. Neither party shall be liable to the other under these Carsmart SmartHub Terms and Conditions, whether in contract, tort (including negligence), statute, or otherwise, for any:
      1. wasted expenditure;
      2. loss of opportunity;
      3. loss of data or content; and/or
      4. special, indirect, or consequential loss.
   2. Our total liability arising out of or in connection with these Carsmart SmartHub Terms and Conditions or their subject matter, and for anything done or not done in connection with them (whether from breach of contract, tort (including negligence), breach of statutory duty, or otherwise) shall be limited to:
      1. the SmartHub Fee paid by you to Carsmart relating to the Vehicle that is the subject of the claim; or
      2. if the claim does not relate to a Vehicle, the total aggregate SmartHub Fees paid by you to Carsmart in the month preceding the date of the claim.
   3. Nothing in these Carsmart SmartHub Terms and Conditions shall limit or exclude a party's liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other loss that cannot lawfully be excluded or limited.
9. Termination and Suspension of Access
   1. Without prejudice to any other rights or remedies available, either party may terminate these Carsmart SmartHub Terms and Conditions by giving the other 30 (thirty) days' written notice.
   2. We may terminate these Carsmart SmartHub Terms and Conditions with immediate effect if:
      1. you no longer meet the Eligibility Requirements;
      2. any SmartHub Fee remains unpaid for thirty (30) days after the due date;
      3. you fail to discharge any Outstanding Finance on a Vehicle within a reasonable timeframe;
      4. you breach any Applicable Laws; or
      5. we reasonably believe that your use of the SmartHub materially breaches, or repeatedly breaches, these Carsmart SmartHub Terms and Conditions or any of our guidelines or policies.
   3. Upon termination of these Carsmart SmartHub Terms and Conditions:
      1. the SmartHub Fees shall remain due for any winning Bid accepted by a Seller before or on the termination date; and
      2. all outstanding sums due to Carsmart shall become immediately payable, including any amounts owed under any indemnity herein.
   4. We may suspend your access to the SmartHub without notice and restrict your ability to place Bids on Vehicles if we reasonably believe that your use of the SmartHub contravenes these Carsmart SmartHub Terms and Conditions or any of our guidelines or policies, or while we investigate any potential breach.
10. Force Majeure
    1. For the purposes of this clause, an event of "Force Majeure" refers to any circumstance beyond the reasonable control of either party. This includes, but is not limited to, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute (excluding strikes, lockouts, and labour disputes involving employees of the affected party), riot, civil commotion, accident, act of God, fire, flood, and storm.
    2. If a party is prevented, hindered, or delayed in performing any of its obligations under these Carsmart SmartHub Terms and Conditions due to an event of Force Majeure, the obligations of the affected party are suspended for the duration of the Force Majeure event, to the extent that they are prevented, hindered, or delayed. These Carsmart SmartHub Terms and Conditions may be terminated by the other party upon written notice if the Force Majeure event continues for a significant period.
    3. This clause cannot be used by a party to justify a failure to pay any sums due.
11. Utilisation of the SmartHub
    1. Carsmart, along with its licensors, retains all intellectual property rights associated with the Website, including Vehicle images, information, content, any affiliated databases, proprietary software, and the core source code (hereinafter referred to as the Carsmart IP). All rights are strictly reserved.
    2. Carsmart grants you a revocable, non-exclusive, non-sub-licensable, and non-transferable licence to utilise the Carsmart IP solely to the extent necessary for retrieving, displaying, and printing content pages for your personal, non-commercial purposes as you use the Website, contingent upon adherence to these Carsmart SmartHub Terms and Conditions.
    3. To clarify further, all Vehicle images are the exclusive property of Carsmart and must not be used by you without our explicit written consent.
    4. You shall ensure that you, along with your employees or any other individuals acting on your behalf, do not at any time:
       1. Engage in conduct that contravenes the SmartHub Guidelines;
       2. Engage in deceptive practices or activities that violate Applicable Laws;
       3. Attempt to gain or permit another to gain unauthorised access to the Website, the SmartHub, or any connected networks, servers, or computer systems;
       4. Use or access the Website for purposes other than the genuine intent to purchase Vehicles, in good faith, through the SmartHub;
       5. Utilise the Website or SmartHub in any manner that could damage, disable, overburden, or negatively affect the performance of our servers or networks or obstruct any other user’s use and enjoyment of the Website;
       6. Without our written permission, deploy or facilitate the deployment of any web scraping, screen crawling, or similar technology aimed at extracting data from the Website; and
       7. Except as expressly permitted by law and not excludable by law, copy, reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble any portion of the Website.
    5. Should you engage in any Unacceptable Practices, it will be deemed a material breach of these Carsmart SmartHub Terms and Conditions, granting us the right to terminate or suspend your access to the SmartHub. In severe instances, we reserve the right to initiate legal proceedings against you for breach of these Carsmart SmartHub Terms and Conditions and/or report you to law enforcement authorities where we have a reasonable belief that you have violated Applicable Laws.
    6. The Website and SmartHub (including all its content) are provided on an “as is” and “as available” basis. To the maximum extent permitted by Applicable Law, we disclaim all warranties, representations, and guarantees of any kind, whether express or implied:
       1. Concerning the Website and SmartHub (including its content), including but not limited to quality, suitability for any purpose (including your needs), compatibility, reliability, accuracy, completeness, timeliness, access, or use of information provided by any Seller or accessed by you via the Website or other services; or
       2. Regarding the continuous operation, uninterrupted service, or fault-free status of the Website and SmartHub. There may be instances where we need to make the Website unavailable with or without prior notice to carry out maintenance or upgrades. We accept no liability for any loss of service or interruptions.
    7. Access to the Website may occasionally be interrupted, including for scheduled maintenance, upgrades, emergency repairs, or due to the failure of telecommunications links or equipment. Where feasible, we will endeavour to provide you with reasonable advance notice in such cases.
    8. Although we employ reasonable efforts to ensure the Website is free from viruses or other malicious code, we cannot guarantee it will always be free from bugs, viruses, or harmful code, and we are not liable for any loss or damage caused by such materials infecting your computer equipment, programs, or data due to your use of our Website.
12. Complaints If you are dissatisfied with your experience with Carsmart, we encourage you to directly contact your account manager or reach out to our SmartHub User Support Team. Alternatively, you may email customerservices@trycarsmart.com.
13. General
    1. These Carsmart SmartHub Terms and Conditions encompass the full agreement between the parties regarding its subject matter, superseding any prior agreements, representations, standard conditions, or other implied conditions, whether written or oral. We reserve the right to update these Carsmart SmartHub Terms and Conditions at any time and will notify you in writing at the email address provided to us if we believe, in our reasonable opinion, that any change constitutes a substantial alteration.
    2. You may not assign or delegate any rights or obligations under these Carsmart SmartHub Terms and Conditions, whether in whole or part, to any third party by operation of law or otherwise, without our prior written consent. Any unauthorised assignment or delegation will be deemed ineffective.
    3. Any delay or failure to enforce any provision of these Carsmart SmartHub Terms and Conditions will not constitute a waiver of said provision or any other provision.
    4. If any provision within these Carsmart SmartHub Terms and Conditions is deemed unenforceable, the remainder will be enforced to the fullest extent possible, and the unenforceable provision will be modified only to the extent necessary to enable its enforcement, closely aligning with the original intention of the parties.
    5. Nothing within these Carsmart SmartHub Terms and Conditions will imply or create any agency, partnership, or joint venture between the parties. Neither party shall describe itself as the agent of the other, nor have the authority to make commitments on behalf of the other. In providing payment processing services, we do not act as your agent.
    6. These Carsmart SmartHub Terms and Conditions are governed by and construed in accordance with the laws of England and Wales.
    7. Both parties consent to the exclusive jurisdiction of the courts of England and Wales for any legal actions or proceedings arising from or related to these Carsmart SmartHub Terms and Conditions.