Thank you for using the Vehicle Exchange Made Easy platform (a platform which includes VEME website and software) (VEME Platform). VEME is owned and operated by Vehicle Exchange Online Pty Ltd (ACN 665 759 106) (VEME).

By accessing and/or using the VEME Platform or any related services, you agree to these Terms and Conditions (Terms), and confirm that you have the power and authority to enter into, be bound by, and deliver and perform the obligations under, these Terms. You should review our Privacy Policy and these Terms carefully and immediately cease using the VEME Platform if you do not agree to these Terms.

In these Terms, 'us', 'we' and 'our' means VEME. Unless otherwise specified, a reference to 'you' or 'your' in these Terms means all users that access the VEME Platform including purchasers of vehicles (Buyers) and sellers of vehicles (Sellers).

These Terms explain what your obligations are if you sign up to, access and transact on the Platform and it details what our obligations are to you.

Part A of these Terms apply to both Buyers and Sellers, Part B only applies to Buyers and Part C only applies to Sellers.

Part A – Buyers and Sellers

1. The VEME Platform and accounts
   
   1. Subject to these Terms, we grant you a non-exclusive, non-transferable, non-sub licensable licence to use and access the VEME Platform, in accordance with these Terms for the duration that you use the VEME Platform.
   2. To use the VEME Platform and related services, you must have a registered account (VEME Account).
   3. You can create a VEME Account via your existing email, Google, AppleID or Microsoft credentials by signing in with multi factor authentication or a one-time password.
   4. To create a VEME Account, you must:
      1. be a natural person;
      2. over the age of 18 years;
      3. have an Australian bank account; and
      4. undertake and satisfy an identity verification process as directed in the VEME Platform.
   5. The identity verification process is undertaken through either:
      1. ConnectID, if you bank with a participating bank or other identity provider (such as a road authority); or
      2. third party provider Daon, following which, confirmation of the verification is provided to VEME.
   6. You may appoint a representative to act on your behalf. That representative must create a VEME Account in accordance with this clause, including completing the identity verification process specified in clause 1.5 above.
   7. Communication through the VEME Platform is restricted to communications between a Buyer and VEME or a Seller and VEME. Buyers and Sellers are not able to communicate with one another through the VEME Platform. VEME does not monitor and is not responsible for any off-platform communications.
   8. When you create a VEME Account, you will provide us with personal information such as your name, date of birth, address and email address. You must ensure that this information is accurate and current. We use this information to establish your account and facilitate transactions. We may disclose that information to third parties that help us deliver our services or as required by law. We may also disclose this information, at our discretion, where we are reasonably satisfied that a party is in breach of the Vehicle Sale Agreement, and sharing that information is reasonable necessary to resolve the breach. If you do not provide us with this information, you will not be able to access the functionality of the VEME Platform.
   9. Our Privacy Policy explains: (i) how we hold and use, and how you may access and correct your personal information; (ii) how you can lodge a complaint regarding the handling of your personal information; and (iii) how we will handle any complaint. If you would like any further information about our privacy policies or practices, please contact us at privacy@veme.me.
   10. By providing your personal information to us, you consent to the collection, use, storage and disclosure of that information as described in the Privacy Policy and these Terms. If you do not consent to our collection, use or disclosure of your personal information, please do not sign up for a VEME Account or otherwise cease using the VEME Platform.
2. VEME Platform fees
   
   1. For the use of the VEME Platform, a fee is payable to VEME by the Buyer or the Seller. The party that initiates the transaction (ie, the party that starts the transaction and enters their credit card details to then invite the counterparty) is responsible for paying the fee to VEME as follows:
      
      1. for Buyers referred by an automotive lender promotion (Relevant Lender), the platform is free to use if the Buyer completes the transaction with a loan from the Relevant Lender and VEME receives verification that a loan has been funded with the Relevant Lender. If the Buyer fails to complete the transaction with a loan from Relevant Lender or VEME does not receive the required confirmation, the Buyer will be require to pay a fee to VEME as if the Buyer was not referred by a Relevant Lender in accordance with clause 2.1(b);
      2. for Buyers not referred by a Relevant Lender, the VEME fee is to be paid to VEME by ApplePay, GooglePay, PayPal, debit card or credit card as follows:
         
         1. a fee of $29 (including GST) is paid upfront (plus any applicable credit card fees and charges that may apply) which covers two vehicle verifications and three identity checks; and
         2. a further fee of $99 is payable prior to a Buyer and a Seller entering into an agreement to purchase a vehicle (this fee is non-refundable, unless otherwise agreed by VEME); and
      3. for transactions initiated by the Seller, the VEME fee is to be paid to VEME by ApplePay, GooglePay, PayPal, debit card or credit card as follows:
         
         1. a fee of $29 (including GST) is paid upfront (plus any applicable credit card fees and charges that may apply) which covers two vehicle verifications and three identity checks; and
         2. a further fee of $99 is payable prior to a Buyer and a Seller entering into an agreement to purchase a vehicle (this fee is non-refundable, unless otherwise agreed by VEME).
   2. If a user is inadvertently charged a fee by VEME, VEME will refund the fee as soon as practicable to the payment method used. Please contact 1300 008 363 if you believe that there has been an error relating to payments.
   3. Notwithstanding any right to terminate the agreement of sale between you and the respective buyer or seller counterparty, you agree that you will not be entitled to a refund of any VEME Platform fee payable pursuant to this clause 2.
   4. All fees must be paid in Australian dollars.
3. Facilitating payment
   
   1. Where you elect to use this functionality, the VEME Platform can assist with facilitating payments between the Buyer and Seller (including any deposit amount) in respect of the vehicle. VEME does not guarantee the value of any payments received by it, but will assist with facilitation of amounts received.
   2. Payments for the vehicle are either collected from the Buyer's Australian bank account (via PayTo) or paid by BPay or PayID.
   3. Any payment to be paid to a Relevant Lender will be paid via BPay or electronic funds transfer, depending on the lender's preference.
   4. All payments must be made from and to an Australian bank account.
   5. Where VEME receives a payment in respect of a vehicle sale (either a deposit or any balance payable) and the Buyer makes such payment, the amount received will be held by VEME on trust and released to the Seller on finalisation of the vehicle sale subject to these Terms.
4. Conditions of access
   
   1. You agree:
      1. to comply with all applicable laws (including any applicable privacy laws);
      2. not to copy, modify, merge, alter, adapt, translate, de compile, disassemble or reverse engineer any aspect of the VEME Platform or to otherwise attempt to derive the source code relating to any aspect of the VEME Platform, or to merge any software or any part of any software with any aspect of the VEME Platform unless expressly permitted by the Terms;
      3. not to interfere in any manner with the VEME Platform or its source code or any work product of VEME (except as permitted by the Terms);
      4. not in any circumstances to sell or license or offer for sale or license your VEME Account, nor to allow any person to use or have access to your VEME Account login details, other than as permitted by the Terms;
      5. not to remove, modify or obscure any copyright, trade mark, service mark, tagline or other notices that appear during use of the VEME Platform; and
      6. not to use any data mining, gathering or extraction tools (excluding tools provided by the VEME Platform for your use).
5. Cancellation, suspension and termination
   
   1. Without limiting the terms of the vehicle sale agreement between you and the respective buyer or seller (which is a separate contract), you may cancel or suspend your VEME Account at any time via the VEME platform or by emailing hello@veme.me. If you cancel or suspend your Account, you will not be entitled to a refund of any fee already paid to VEME.
   2. We may immediately suspend or cancel your VEME Account and/or access to the VEME Platform if:
      1. you are, or we reasonably suspect that you may be in breach of these Terms or any applicable law (in our discretion);
      2. we reasonably believe that VEME or our affiliates are, or are likely to be, in breach of law or brought into disrepute, as a result of the provision of, or your use or receipt of, the VEME Platform; or
      3. we are required to do so in order to comply with an order, instruction or request of a regulatory authority.
   3. If you breach the Terms, we may (without notice):
      1. terminate your VEME Account and/or suspend your access to the VEME Platform; and/or
      2. prevent your further access to the VEME Platform.
   4. We may cancel your VEME Account and/or access to the VEME Platform with a minimum of 28 days' notice to you, any refund of fees is at VEME’s absolute discretion.
   5. Upon termination, you shall cease all use of the VEME Platform.
   6. To the full extent permitted by law, we will not be responsible for any loss, cost, damage or liability that may arise as a result of us exercising our rights under this clause 5.
   7. If your account is cancelled, subject to applicable law, we reserve the right to delete your VEME Account and any data we have in relation to your VEME Account.
6. Confidentiality
   
   1. We will keep any information (including your VEME Account details) confidential. We will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make any unauthorised use, modification, reproduction or disclosure of that information.
   2. We will only disclose information that we have about you:
      1. to the extent specifically required by law; or
      2. for the purposes of these Terms (including disclosing information in connection with any query or claim).
7. Intellectual property rights
   
   1. Unless otherwise indicated, we own or license from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in the VEME Platform, and in all of the material (including all text, graphics, logos, audio and software) that is made available to users (Content).
   2. Your use of the VEME Platform, and use of and access to any Content does not grant or transfer any rights, title or interest to you in relation to the VEME Platform or Content. However, we do grant you a licence to access the VEME Platform, and view the Content on the terms set out in this agreement and, where applicable, as expressly authorised by us and/or our third party licensors.
   3. Any reproduction or redistribution of the VEME Platform or the Content is prohibited and may result in civil and criminal penalties. In addition, you must not copy the Content to any other server, location or support for publication, reproduction or distribution is expressly prohibited.
   4. All other use, copying or reproduction of the VEME Platform, or the Content or any part of it is prohibited, except to the extent permitted by law.
8. Accuracy, completeness and timeliness of information
   
   1. While we use all reasonable attempts to ensure the accuracy and completeness of the information on our Platform, the information on the VEME Platform and our website is not comprehensive and is intended to provide a summary of the subject matter covered. You should monitor any changes to the information contained on our Platform.
   2. VEME takes no responsibility for the accuracy or truth of Content or information on the VEME Platform including the condition of the vehicle and information retrieved from the Personal Property Securities Register (PPSR).
9. Warranties and disclaimers
   
   1. To the maximum extent permitted by law, including the Australian Consumer Law, we make no warranties or representations about the VEME Platform or Content, including but not limited to warranties or representations that they will be complete, accurate or up-to-date, that access will be uninterrupted or error-free or free from viruses, or that the VEME Platform will be secure.
   2. We reserve the right to restrict or suspend without notice your access to the VEME Platform, any Content, or any feature of the VEME Platform where we deem it reasonably necessary, and we will not be responsible for any loss, cost, damage or liability that may arise as a result.
10. Liability
    
    1. Subject to clause 10.2 below, to the maximum extent permitted by law, including the Australian Consumer Law, in no event shall we be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered due to your use of the VEME Platform and/or the information or materials contained on it, or as a result of the inaccessibility of the VEME Platform and/or the fact that certain Content, information or materials contained on it are incorrect, incomplete or not up-to-date.
    2. Clause 10.1 does not apply to any direct loss, damage or expense suffered by you as a result of any fraud, negligence or wilful misconduct by us.
    3. We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of the VEME Platform or a linked website. You must take your own precautions to ensure that whatever you select for your use from our Platform is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.
11. Jurisdiction and governing law
    
    1. Your use of the VEME Platform and these Terms are governed by the laws of Victoria, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia.
12. Unacceptable activity
    
    1. You must not do any act that we would deem to be inappropriate, malicious, fraudulent, unlawful, is intended to be deceitful or cause harm, or is prohibited by any laws applicable to the VEME Platform, including but not limited to:
       1. using the VEME Platform to engage in illegal activities or attempt to sell items that are illegal, have been gained illegally or used in a crime;
       2. any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual's consent) or any other of the legal rights of individuals;
       3. using the VEME Platform to defame or libel us, our employees or other individuals;
       4. uploading files that contain viruses that may cause damage to our property or the property of other individuals; or
       5. posting or transmitting to the VEME Platform any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security.
    2. If we allow you to post any information to the VEME Platform, we have the right to take down this information at our sole discretion and without notice.
    3. If we reasonably believe that you have committed or intend to commit an act of the kind specified in 12.1 or otherwise misuse the VEME Platform, we reserve the right to suspend a transaction or cancel your VEME Account at our absolute discretion.
    4. We reserve the right to report any user who has acted fraudulently and/or unlawfully to the relevant authority.
13. Updates
    
    1. We may (in our sole discretion) modify, update or replace any or all of these Terms from time to time by providing reasonable and, where practicable, 28 days' prior written notice of the update to the Terms, including details of the relevant changes.
    2. This notice may be provided via email, SMS or a message on the Platform. Where the change materially and detrimentally affects:
       1. the VEME Platform;
       2. accessing the VEME Platform and related services; or
       3. your rights and obligations under these Terms,
    you will be entitled to terminate these Terms and/or your VEME Account by emailing hello@veme.me. Continued use of the VEME Platform following the reasonable notice period and implementation of the update shall be deemed acceptance of the new updated Terms.
14. Disputes
    
    1. If you believe there has been an error with, or if you would like to raise an issue in relation to, VEME services, fees or products you may contact VEME by emailing complaints@veme.me or for privacy related matters, privacy@veme.me.
    2. VEME will not review disputes regarding other entities, banks, lenders or road or government bodies.
15. General
    
    1. The benefit and obligations under these Terms are personal to you, and you may not transfer, assign or sub-contract or sub-licence or otherwise dispose of any of your interests, rights or obligations under these Terms without our prior written consent. You remain liable for the performance of your obligations under these Terms despite any sub-contracting, assignment or transfer.
    2. If we are partially or wholly precluded from complying with our obligations under these Terms by any event, matter or circumstance that is beyond our reasonable control, then our obligation to perform will be suspended for the duration of the delay arising out of that event, matter or circumstance and we will not be liable for failure to perform our obligations.
    3. Other than as expressly noted in respect of agency in Part B or Part C below, nothing in these Terms or any circumstances associated with them or their performance gives rise to any relationship of partnership, principal and agent, or employer and employee and you have no right to assume or create any obligations of any kind, express or implied, in the name of or on behalf of us.
    4. These Terms constitute the entire agreement between us relating to the subject matter of these Terms and supersede and cancel any previous agreement, understanding or arrangement whether written or oral.
    5. If any part or provision of these Terms are invalid, unenforceable or in conflict with the law, the invalid or unenforceable part or provision will be replaced with a provision which, as far as possible, accomplishes the original purpose of the part or provision. The remainder of these Terms will be binding on the parties.
16. Part B – Buyers
17. Additional Buyer requirements and obligations
    
    1. In addition to the requirements set out in clause 1.4, you must also hold a current and valid driver's license for an Australian jurisdiction and that license must be appropriate for the vehicle being purchased.
    2. It is your responsibility to inspect the vehicle (or arrange for a provider to conduct an inspection on your behalf) to verify the description and condition of the vehicle. You agree that VEME is not liable for, and does not warrant, the accuracy or truth of any information you access on the VEME Platform about the vehicle.
18. We will act as your agent in relation to initiating and completing refunds via VEME Platform
    1. To the extent the Buyer's payment is made (whether in whole or in part) through the VEME Platform:
       1. you agree that we will act as your agent when initiating and completing refunds made through the VEME Platform (if relevant) and to facilitate payments to other authorities (ie, road authorities) through the VEME platform (if relevant). As your agent, we are authorised to make payment requests from the Seller's bank on your behalf for the purpose of facilitating refunds only;
       2. we do not act as your agent for any other purpose other than initiating and completing refunds as set out in clause 17.1(a). Neither VEME nor you have any duties or responsibilities in respect of this agency arrangement except as set out in these Terms;
       3. you agree that our appointment as your agent to initiate and complete refunds does not restrict our rights under these Terms; and
       4. you agree that we may act as an agent for a Seller in relation to making payment requests for the payment of the purchase price of the vehicle through the VEME Platform.
19. Part C – Sellers
20. Additional Seller requirements and warranties
    
    1. You must only sell a vehicle to one Buyer.
    2. You must not sell a vehicle that:
       1. is subject to an active and outstanding recall notice that has not been addressed;
       2. is subject to a statutory or non-repairable write off or has been declared a total loss by an insurer; or
       3. has been reported as stolen and/or is subject to active police interest.
    3. In order to sell a vehicle, you agree to upload to the VEME Platform:
       1. vehicle registration (including expiry), the State of registration and the vehicle identification number, to facilitate PPSR verification;
       2. details of the vehicle;
       3. a price for the vehicle; and
       4. in accordance with clause 18.5, photographs of both the interior and exterior of the vehicle that display the odometer and any damage to the vehicle.
    4. If the following are unable to be generated by the VEME Platform, you also agree to upload:
       1. the PPSR search; and
       2. the registration certification for the vehicle.
    5. The photographs you upload to the VEME Platform in accordance with clause 18.3(d) must meet the following requirements:
       1. the photographs must be directly related to the vehicle and accurately represent the vehicle;
       2. the photographs cannot be used for any commercial purpose outside of the sale of the vehicle, including prompting any other product or service;
       3. the photographs must not contain any illicit or illegal materials;
       4. the photographs must not include nudity or pornographic materials;
       5. the photographs must not contain any unlawful, fraudulent, misleading, obscene, offensive or defamatory content;
       6. the photographs must not contain any branding or third party marketing material;
       7. the photographs must not disclose any personal information (e.g. surname, address or contact details) of any individuals including dealers or private sellers; and
       8. the photographs must not include seller contact details (these will be available separately in the VEME Platform).
    6. You warrant that all details, photographs and information you upload to the VEME Platform are true, accurate and correct, and that the photographs are free from any illicit or illegal content.
21. We will act as your agent in relation to initiating the Buyer's payment.
    
    1. To the extent the Buyer's payment is made (whether in whole or in part) through the VEME Platform:
       1. you agree that we will act as your agent to initiate the Buyer's payment in accordance with clause 3 and facilitate payment to outgoing lenders to release security interests over a vehicle (if relevant);
       2. as your agent, we are authorised to request payment from the Buyer in accordance with clause 3.1 and we do not act as your agent for any other purpose;
       3. you agree that our appointment as your agent to initiate the Buyer's payment does not restrict our rights under these Terms. Neither VEME nor you have any duties or responsibilities in respect of this agency arrangement except as set out in these Terms;
       4. you agree that our appointment as your agent under clause 19.1 is for the purpose of initiating the Buyer's payment for the purchase of a vehicle made through the VEME Platform only. We do not act as your agent for any other purpose other than facilitating Buyer payments made through the VEME Platform as set out in clause 19.1; and
       5. you agree that we may act as an agent for Buyers in relation to processing and making payment requests for the purpose of Buyer refunds (if relevant).

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