Qauto limited
User terms and conditions for Qauto
(these “Terms and Conditions”)
These Terms and Conditions apply to your use of the Qauto platform when you make requests for the transport of vehicles, and accept offers for such services, whether as a consumer or on behalf of a business.
1. Defined terms
1.1 In this Agreement we use the following defined terms:
Accepted Quote: the communication by you to the Vehicle Transport Company via Qauto, accepting the Quote and the Vehicle Transport Contract;
Account: the account we allocate to you to access Qauto and make User Requests;
Agreement: these Terms and Conditions and any document referred to in these Terms and Conditions (except for the Vehicle Transport Contract);
Business Day: any day other than: (i) a Saturday, (ii) a Sunday or (iii) any day when the clearing banks in the City of London are not physically open for business;
Business: a user of Qauto wholly or mainly for use in connection with that person's trade, business, craft or profession, even if that person is an individual, and including where that person is, or is acting on behalf, of an association or club;
Consumer: an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession;
Handover: the handover document setting out details of the transported vehicle(s), completed on delivery of the vehicle(s), and signed by you and a representative of the Vehicle Transport Company;
Party: either us or you, and Parties shall mean both of us and you;
Qauto: the platform developed and created by us, to be used to arrange and manage vehicle transport hire services;
Quote: a quote for the transport of vehicles submitted by a Vehicle Transport Company to you in response to your User Request via Qauto;
Registration Acceptance: our email or other notification to you confirming your registration for an Account;
User Request: a request made by you via Qauto for the transport of vehicles;
Vehicle Transport Company: the vehicle transport company who will be providing you with the vehicle transport services as set out in the Accepted Quote;
Vehicle Transport Contract: the legally binding contract between you and the relevant Vehicle Transport Company which you and the Vehicle Transport Company will be bound by when you accept a Quote using Qauto;
we, us or our: Qauto Limited, incorporated and registered in England and Wales with company number 15810079 whose registered office is at 47 Frankfurt Road, London, England, SE24 9NX; and
you or your: the person using and/or registering for access to Qauto.
2. When we have a contract with you
2.1 You may submit User Requests and review and accept any Quote with or without an Account. These Terms will apply whether or not you use Qauto with an Account.
2.2 If you are Business, the terms of this Agreement apply to the exclusion of any terms and conditions submitted, proposed or stipulated by you in whatever form and at whatever time.
3. How long is this Agreement
This Agreement, and your access to Qauto, will start either:
3.1.1 when you signed up to create an Account, on receiving an acknowledgment from us that your Account was created; or
3.1.2 on submitting a User Request, and unless terminated earlier pursuant to the termination provisions of this Agreement, shall continue until terminated in accordance with Clause 15.1.
4. Qauto
4.1 We shall:
4.1.1 make Qauto available to you;
4.1.2 allow you to submit User Requests within Qauto; and
4.1.3 allow you to review and accept Quotes within Qauto.
4.2 You acknowledge that we cannot guarantee uninterrupted, timely or error-free access to Qauto due to events beyond our control (including operation of public and private networks by internet service providers, telecoms providers and third parties), and we may also need to carry out maintenance (whether planned or unplanned, and routine or not) from time to time on Qauto; however, we shall use our reasonable endeavours to minimise downtime. Subject to us having used such reasonable endeavours, we do not warrant that your access to Qauto will be uninterrupted or error-free.
4.3 We reserve the right at our absolute discretion to make changes to Qauto at any time.
4.4 We retain the right, if we consider it appropriate, to:
4.4.1 immediately halt any submission of User Requests or Quotes through Qauto;
4.4.2 prevent or restrict access to Qauto; and/or
4.4.3 take any other action to preserve and protect Qauto and/or to restrict access to or availability of or remove any objectionable material and/or inaccurate User Requests.
4.5 Except where expressly provided for within this Agreement, we exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of Qauto, the Account, any User Request, Quotes, Vehicle Transport Contracts and/or Vehicle Transport Companies, and our obligations under this Agreement.
5. The Account
5.1 To create an Account, you must follow the instructions within Qauto.
5.2 You may access the Account only with a browser or device that is compatible with Qauto (and its security features).
5.3 For us to allocate to you access to the Account, you must provide such information as we may require from time to time.
5.4 Once you have been allocated access to Qauto, you will be asked to create a username for, and allocate a password to, such access. You must keep the password confidential and immediately inform us if any unauthorised third party becomes aware of that password or if there is any unauthorised use of the Account or any breach of security known to you. You agree that any person to whom your username or password is disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) Qauto. You are entirely responsible if you do not maintain the confidentiality of your password.
5.5 Once you have access to the Account, you may update your details, and manage User Requests, Quotes and Accepted Quotes, by accessing the Account. Where you are a Business, this includes uploading any tax documentation relevant to your User Requests or Accepted Quotes.
5.6 You must tell us immediately of any changes which are relevant to the Account by informing us through the Account, or otherwise by contacting us by using the contact information listed within Qauto.
5.7 Without prejudice to any other right or remedy which we may have, if we reasonably believe that you have failed to comply in any way with any of the terms of this Agreement, we may exercise any one or more of the following remedies at our absolute discretion, whether or not any Quote have been accepted by you:
5.7.1 rescind this Agreement (in whole or in part); and/or
5.7.2 cancel any User Request or Accepted Quote;
5.7.3 restrict access to the Account; and/or
5.7.4 close the Account.
6. User Requests and Quotes
6.1 You may use Qauto to submit a User Request, and to review and accept Quotes.
6.2 You shall ensure that in submitting your User Request, all the information you set out therein about the transportation details and vehicles details are complete and accurate. You will have the opportunity to review any such information prior to submitting your User Request. Wrong information may lead to an increase in the fees set out in the Quotes or the Accepted Quote (as applicable), or a cancellation of a Quote or Accepted Quote (as applicable) by the Vehicle Transport Company. In such event, we will not refund our fees.
6.3 When submitting a User Request, and making changes to it, you must follow the instructions within Qauto.
6.4 One or more Vehicle Transport Companies may send you Quotes in response to your User Request, which you may accept through Qauto. To complete the Accepted Quote, you will need to accept the Vehicle Transport Contract.
6.5 You acknowledge that we shall have no liability (subject to Clause 14.3) if a Vehicle Transport Company provides you with a Quote and either cancels the Quote before you accepted it, cancels the Accepted Quote, or fails to provide any services agreed in the Accepted Quote.
6.6 Once you have accepted a Quote and you have entered a Vehicle Transport Contract, unless otherwise set out in the Vehicle Transport Contract, you may update (but not cancel) the Accepted Quote for any errors for 48 hours from the time at which you enter into the Vehicle Transport Contract by contacting us at [email protected]; if you do not contact us with any updates to the Accepted Offer within that time period, your cancellation and amendment rights for that Accepted Offer are as set out in the Vehicle Transport Contract. Notwithstanding the foregoing, any changes to the Accepted Offer may lead to an increase in the fees set out in the Accepted Quote, or a cancellation of the Accepted Quote by the Vehicle Transport Company. You may not make any changes to the Accepted Quote if the vehicle pick-up time set out in the Accepted Quote is less than one week from the date of the Accepted Quote.
6.7 You acknowledge that we are only a marketplace, and we shall have no liability (subject to Clause 14.3), and you bear sole responsibility and liability, for the consequences of your use of Qauto, making User Requests, accepting Quotes, and any engagement with a Vehicle Transport Company.
7. The Vehicle Transport Contract
7.1 You authorise us to act as your limited representative solely to conclude Vehicle Transport Contracts on your behalf between you and each relevant Vehicle Transport Company. You acknowledge that we are only a facilitator, we provide a marketplace for you and Vehicle Transport Company to negotiate and agree vehicle transport services in accordance with the provisions of this Agreement.
7.2 We are not an agent of any Vehicle Transport Company and, subject to Clause 14.3, we shall not have any liability for the Quotes and Accepted Quotes by any Vehicle Transport Company. All Vehicle Transport Contracts are formed solely between you and the relevant Vehicle Transport Company, and the enforcement of any Vehicle Transport Contract is the responsibility of you and the relevant Vehicle Transport Company (being the parties to the Vehicle Transport Contract), and, subject to Clause 14.3, we shall not have any liability for the failure of either you or the relevant Vehicle Transport Company to fulfil such obligations. We are not obliged to mediate between you and any Vehicle Transport Company or to enforce or execute any fulfilment of any Vehicle Transport Contract.
7.3 You acknowledge that you are responsible for your own contractual relationship between you and the Vehicle Transport Company once the Quote has been accepted by you, and you are responsible for and agree to comply with your obligations under the Vehicle Transport Contract.
7.4 You acknowledge that we have a separate agreement in place for each Vehicle Transport Company in respect of use of Qauto itself. Such user agreement does not apply to the running of an Accepted Quote, which is covered by the Vehicle Transport Contract.
8. Handover
8.1 On loading-off the vehicle at the delivery address indicated in the Accepted Quote, a representative of the Vehicle Transport Company will complete the Handover.
8.2 It is your responsibility to ensure that:
8.2.1 the Vehicle Transport Company representative has correctly filled in the Handover, and that you agree to all the information set out therein;
8.2.2 the vehicle received matches the vehicle described in the Accepted Quote; and
8.2.3 any damage, defect or other issue is adequately described in the Handover.
8.3 The must be signed by both you and the Vehicle Transport Company representative. Once it is signed by both parties, it cannot be amended.
8.4 On submitting the signed Handover, a copy of the Handover will be sent to both you and the Vehicle Transport Company.
9. Our obligations
9.1 We warrant that:
9.1.1 we shall use our reasonable skill and care in providing Qauto;
9.1.2 we have all necessary rights, permissions and consents to enter into, and perform our obligations under, this Agreement; and
9.1.3 we shall comply with all applicable laws, statutes, regulations and bye-laws in relation to the exercise of our rights and performance of our obligations under this Agreement.
9.2 We have the right to make any changes to Qauto which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of Qauto.
10. Your obligations
10.1 You must co-operate with us in respect of this Agreement.
10.2 It is your responsibility to ensure that you provide us with the information required to enable us to give you access to Qauto, and allow you to submit User Requests. We shall not be responsible or have any liability (subject to Clause 14.3) for any failure by us in respect of Qauto, or by us or any Vehicle Transport Company in respect of any Accepted Quote, to the extent caused by your failure to properly ensure the provision of the relevant information to us.
10.3 You shall not in any way use Qauto, or submit to us Qauto, anything which in any respect:
10.3.1 is in breach of any law, statute, regulation or byelaw of any applicable jurisdiction;
10.3.2 is fraudulent, criminal or unlawful;
10.3.3 is inaccurate or out-of-date;
10.3.4 is obscene, indecent, vulgar, discriminatory, offensive, threatening, defamatory or untrue;
10.3.5 impersonates any other person or body or misrepresents a relationship with any person or body;
10.3.6 may infringe or breach the copy or Intellectual Property Rights of any third party;
10.3.7 may be contrary to our interests;
10.3.8 is contrary to any specific rule or requirement that we may stipulate for Qauto; or
10.3.9 involves your use, delivery or transmission of any viruses, unsolicited communications, Trojan horses, trap doors, cancelbots, back doors, worms, easter eggs, time bombs or computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any data, personal information or system.
10.4 It is your responsibility to ensure that Qauto is sufficient and suitable for your purposes and meets your individual requirements.
10.5 You shall not impersonate any person or use a name that you are not legally authorised to use. If you provide false or incorrect information or do not notify us of changes to your information immediately, we reserve the right to terminate this Agreement immediately without notice, and, where applicable, suspend your Account
11. Payments
11.1 All payments you make to the Vehicle Transport Company through Qauto will be made via Stripe, Inc, unless we agree otherwise with you. You must fill in your payment details before submitting your User Request, and we will submit an invoice to you once you have accepted a Quote.
11.2 Where you are paying via Stripe, payment will be taken automatically immediately following our submission to you of the relevant invoice. To the extent that we agree on alternative payment methods with you, we reserve the right to charge you a deposit for any Accepted Quote, representing the percentage of the total fees as agreed in the subscription document. Depending on the Quote and Vehicle Transport Contract, you may be required to pay the amounts for the transport in stages, with the final payment made after submission of the Handover. In any case, you must pay all amounts relating to that Accepted Quote within five days of us sending the relevant invoice(s) to you.
11.3 You agree to be bound by any terms and conditions that are put in place by Stripe and amended from time to time. As a fee-collecting agent Stripe will collect payment from you and then pass it on to us. We collect that payment on behalf of the Vehicle Transport Company, and may deduct our own fees from that payment before we pass it on to the relevant Vehicle Transport Company.
11.4 You are responsible for ensuring that the payment card details you enter in Stripe under Clause 11.1 are up-to-date and correct, and have sufficient funds on them to pay for the Accepted Quote, both at the time of your submission of the User Request and at the time of accepting a Quote.
11.5 You acknowledge that if there is any payment failure, resulting in you failing, or meaning that you fail, to pay the amounts due in respect of your Accepted Quote within the timeframes required:
11.5.1 the Accepted Quote (and any other User Requests you have made or Quote you have accepted at that time) may be cancelled, or suspended until such time as we have received the required payment in full;
11.5.2 we may charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time, interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount;
11.5.3 if you have added card details to Qauto for payment via Stripe, we will re-attempt to take the payment every day for 5 days using those card details, at which point the Accepted Quote will be cancelled unless successful payment is taken; and
11.5.4 we may refer such matter to debt collection agents whose charges will be added to and be payable with the invoiced amount together with an additional £50 late fee.
11.6 We do not currently charge for user access to, and/or use of Qauto.
12. Intellectual property rights
12.1 We and you acknowledge that, as between us and you, we and our licensors own all intellectual property rights in Qauto and the Account. We grant to you a limited non-transferable licence to make use of Qauto and the Account in accordance with this Agreement. This licence expressly excludes, without limitation:
12.1.1 any resale or commercial use of Qauto;
12.1.2 modifying, distributing, copying, republishing or making any derivative of Qauto; and
12.1.3 any data extraction or data mining whatsoever.
Any goodwill accruing out of the use of our intellectual property rights under this Agreement shall vest in us and our affiliates, as the case may be.
12.2 When you upload or post content to Qauto (including as part of any User Request), you grant us the right to use that content a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with Qauto and otherwise to support the fulfilment of your Accepted Quote.
13. Keeping Qauto safe
13.1 You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to Qauto or any information available through it. This includes using (or permitting, authorising or attempting the use of):
13.1.1 any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of Qauto or any data, content, information or services accessed via through it; and/or
13.1.2 any automated analytical technique aimed at analysing text and data in digital form to generate information which includes patterns, trends and correlations.
The above should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790), but shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.
13.2 Where Qauto 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 approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
13.3 Qauto may include information and materials uploaded by other users of Qauto. This information and these materials have not been verified or approved by us.
13.4 If you become aware of any material that is illegal or could comprise or be connected to illegal activity, please contact us immediately on [email protected]. If you wish to complain about any other content, please contact us on [email protected].
13.5 Any content you upload to Qauto 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 Qauto a limited licence to use, store and copy that content and to distribute and make it available to third parties. We have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to Qauto constitutes a violation of their intellectual property rights or of their right to privacy.
13.6 You are solely responsible for securing and backing up your content.
13.7 We do not guarantee that Qauto will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access Qauto. You must:
13.7.1 use your own virus protection software;
13.7.2 not misuse Qauto by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
13.7.3 not attempt to gain unauthorised access to Qauto, the server on which Qauto is stored or any server, computer or database connected to Qauto; and/or
13.7.4 not attack Qauto via a denial-of-service attack or a distributed denial-of service attack.
13.8 By breaching Clause 13.7.4, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use Qauto will cease immediately.
13.9 You may link to the Qauto homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. Qauto must not be framed on any other site, nor may you create a link to any part of Qauto other than the homepage. We reserve the right to withdraw linking permission without notice.
13.10 You must not:
13.10.1 reproduce, duplicate, copy or re-sell any part of Qauto in contravention of these Terms and Conditions; and/or
13.10.2 access without authority, interfere with, damage or disrupt:
(a) any part of Qauto;
(b) any equipment or network on which Qauto is stored;
(c) any software used in the provision of Qauto; or
(d) any equipment or network or software owned or used by any third party.
14. Our liability
14.1 If you are a Consumer
14.1.1 We are responsible for losses you suffer caused by us breaking this Agreement unless the loss is:
(a) Unexpected. It was not obvious that it would happen and nothing you said to us beforehand meant we should have expected it (so, in the law, the loss was unforeseeable).
(b) Caused by an event outside our control.
(c) Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us.
(d) A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited.
14.2 If you are a Business
14.2.1 We shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us.
14.2.2 Our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £1,000.
14.3 Nothing in these Terms and Conditions or otherwise in this Agreement shall limit or exclude our liability for:
14.3.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
14.3.2 fraud or fraudulent misrepresentation;
14.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; and/or
14.3.4 any other matter in respect of which it would be unlawful for us to exclude or restrict liability.
15. Termination
15.1 Each Party may terminate this Agreement with immediate effect at any time on notice to the other Party; if you have an Account, you may do this by closing your Account using the functionality available in it and if you do not have an Account, the Agreement will automatically expire after the Handover is completed and all outstanding monies due by you are paid.
15.2 Termination of this Agreement shall not affect any Accepted Quote, and you will be obligated to continue to pay for that Accepted Quote despite termination of this Agreement unless we and you agree otherwise in writing. The fulfilment of that Accepted Quote will remain the responsibility of the relevant Vehicle Transport Company.
15.3 Termination of this Agreement shall be without prejudice to any accrued rights or remedies of either Party.
15.4 Termination of this Agreement shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
16. Other important terms
16.1 For information as to how we use personal data relating to you, please see our Privacy Notice and our Cookies Notice
16.2 Subject to Clause 14.3, we are not responsible if we breach this Agreement as a result of any event outside of our reasonable control.
16.3 To contact us, please email [email protected].
16.4 We will contact you using the details you submit to us in Qauto.
16.5 We can transfer this Agreement, so that a different organisation is responsible for giving you access to Qauto. We will contact you to let you know if we plan to do this. If you are a Consumer and you are unhappy with the transfer you can contact us at [email protected], and you can terminate this Agreement as set out in Clause 15.1.
16.6 You can only transfer this Agreement to someone else if we agree to this. We may not agree to that transfer.
16.7 If a court invalidates some of this Agreement, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.
16.8 Even if we delay in enforcing this Agreement, we can still enforce it later. We might not immediately chase you for not doing something or for doing something you're not allowed to, but that doesn't mean we can't do it later.
16.9 Nobody else has any rights under this Agreement. This Agreement is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.
16.10 We may change this Agreement at any time by informing you within your Account. The new Agreement may be sent to you by email, or displayed on-screen in your Account and you may be required to read and accept it to continue your use of Qauto. If you do not agree with the changes, you may terminate this Agreement in accordance with Clause 15.1.
16.11 In these Terms and Conditions:
16.11.1 references to "Clauses" are to clauses of these Terms and Conditions;
16.11.2 the headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;
16.11.3 a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
16.11.4 a reference to a Party includes its personal representatives, successors or permitted assigns;
16.11.5 words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include the other gender and the neutral;
16.11.6 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
16.11.7 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms; and
16.11.8 a reference to “writing” or “written” includes in electronic form and similar means of communication.
16.12 This Agreement is governed by English law.
16.13 If you are a Consumer then, wherever you live, you can bring claims against us in the English courts and 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. If you are a Consumer we can claim against you in the courts of the country you live in. If you are a Business, you irrevocably agree to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the English courts.