Carwow Wallet terms & conditions

1.1. In this Addendum, and where referred to in the Agreement, the following words and phrases have the following meanings, all other defined terms will have the meaning as set out in the Agreement:

“Account” means an Account held with and managed by Airwallex (as defined below) used for either the receipt and issue of funds or to fund the purchase of vehicles. 

“Airwallex” is the payment service provider Airwallex (UK) Limited, a company registered in England and Wales with registered company number 10103420 and a registered office at Labs House, 15-19 Bloomsbury Way, London, UK, WC1A 2TH. Airwallex is authorised by the Financial Conduct Authority under the Payment Services Regulations 2017 (register number 900876) for the provision of payment services,

“Airwallex Terms” means the terms and conditions set out at https://www.airwallex.com/terms/carwow-connected-account-terms, as such terms may be amended by Airwallex from time to time.

“Contract of Sale” means the terms and conditions agreed between you and the seller that govern your purchase of the vehicle.

2.1. Where you make use of the Carwow Wallet service provided by Airwallex, the terms of this Addendum will apply to your use of the Carwow Wallet.  You must also accept and comply with the Airwallex Terms in order to access the services provided by Airwallex. If you do not comply with the terms of this Addendum and the Airwallex Terms, you will not be able to use Carwow Wallet.

2.2. Any regulated payment services in connection with Carwow Wallet are provided by Airwallex. We do not provide any regulated payment services in relation to Carwow Wallet.

2.3. You are not permitted to transfer your Carwow Wallet Account to a third party or to grant access to any third party.

3.1. In order to create a Carwow Wallet, you must be invited to apply for the product and: 

3.1.1. be fully in compliance with the Agreement; 

3.1.2. have a current, active contract with us for Carwow Services which is fully up to date in respect of amounts due to us or to any third party you have contracted with through the Carwow Services;

3.1.3. have a business bank account in the UK which is capable of being used to fund and withdraw funds to and from your Carwow Wallet Account; 

3.1.4. nominate a lead user for your Carwow Wallet Account in accordance with clause 3.2 below (the “Lead User”).

3.2. You warrant that:

3.2.1. the Lead User completing the creation of your Carwow Wallet Account and any person with access to your Carwow Wallet Account is over the age of 18 and has authority to represent you and to undertake transactions on your behalf using Carwow Wallet, including the withdrawal of funds and the purchase of vehicles with  your  Carwow Wallet Account;

3.2.2. you will procure that each user of the Carwow Wallet Account that you nominate is aware of and complies with the terms of this Addendum and the Airwallex Terms;

3.2.3. you will be solely responsible for any obligation that you owe to Airwallex under the Airwallex Terms;

3.2.4. you will use Carwow Wallet only in connection with the Carwow Services and for the purpose that it is made available to you under this Agreement, and that you will not use Carwow Wallet for any other purpose or in any way which does not comply with law;

3.2.5. you will not permit any individual to use the Carwow Wallet for any other purpose, including for any personal or non-business use.

4.1. Before you are able to create a Carwow Wallet Account, you must complete Airwallex’s “know your customer” process. Airwallex will request specific information from you during the Carwow Wallet Account creation process, which may include information necessary to verify the identity of relevant individuals with access to the Carwow Wallet Account, see here Airwallex Verification. We may also provide information to Airwallex about you where requested. Either we or Airwallex may also require you to provide updated or additional information during your use of Carwow Wallet. You agree to provide us or Airwallex with complete, accurate, and up-to-date information and documentation in relation to any request made by us or Airwallex as soon as is reasonably practicable after the request. You acknowledge that if you do not provide the requested information, you may not be able to obtain a Carwow Wallet Account or your access to Carwow Wallet may be suspended or terminated.

4.2. Airwallex will independently review the information which you provide as part of the “know your customer” process, and reserves the right to determine at its sole discretion whether or not you are permitted to create a Carwow Wallet Account. If Airwallex does not permit you to create a Carwow Wallet Account, we may still provide you with the Carwow Services, subject to the terms of the Agreement, but you will not be able to use any services associated with or requiring access to Carwow Wallet (including making or receiving payments).

5.1. The Lead User will be responsible for requesting the addition of new users or removal of existing users and for determining the permissions available to each user. Each user must successfully undertake the verification processes determined by us and Airwallex, when required. Each user must have access to an authenticator app to issue one-time authorisation passcodes and have configured the two-factor authentication on the Carwow Wallet Account. 

5.2. You must promptly notify us if any user leaves your organisation so that their access to your Carwow Wallet Account can be revoked. We will not be liable for the actions of any such individual if you fail to notify us.  It may take up to one (1) Working Day for your notification to be processed. If you notify us outside of business hours on a Working Day, or on a non-Working Day, it will be treated as receiving your notification at the start of the next Working Day.

5.3. Once your Carwow Wallet Account has been approved and created by Airwallex, you will need to notify us at wallet@carwow.co.uk of any changes to be made to your Carwow Wallet Account, including any changes to the users who will have access to your Carwow Wallet Account or changes to the contact details applicable to users. Any change to a Lead User can be made with the written consent of one company director. We may undertake a verification process to ensure changes are validly requested and in some cases we may require that changes are requested by your Lead User before we will action them (for example if you are requesting a change to bank details or user permissions).

6.1. You must ensure that:

6.1.1. Account credentials, including passwords and one-time passcodes, are kept confidential and not shared;

6.1.2. Passwords are immediately changed in the event that you become aware that any third party has access to them or your Carwow Wallet Account;

6.1.3. You do not remain logged in to the Carwow Wallet Account when it is not in use;

6.1.4. You are responsible for monitoring all transactions into and out of your Carwow Wallet Account to ensure that they are complete and accurate. If you identify any unexpected or incorrect transactions, or suspect that your Carwow Wallet Account may be compromised, you must notify Airwallex immediately at support@airwallex.com and change your password on the Carwow dealer site. You must also notify us at wallet@carwow.co.uk, but the important first step is to notify Airwallex so that it can investigate and protect your Carwow Wallet Account. Airwallex as provider of your Carwow Wallet Account will correspond with you concerning any incidents.

7.1. You will be provided with a unique account number and sort code which can be used to allow you to transfer funds into your Carwow Wallet Account. 

7.2. You must provide us with the business bank account details to which funds from your Carwow Wallet Account can be withdrawn. Withdrawals will be paid to your business bank account by Airwallex in accordance with the Airwallex Terms. If you wish to change the business bank account to which funds can be withdrawn, your Lead User will need to contact us at wallet@carwow.co.uk to request this. We or Airwallex will undertake verification in relation to any withdrawal bank account, and will not authorise the use of a bank account until you have provided all evidence which we or Airwallex request to complete this verification.

8.1. Once you have purchased a vehicle on the Carwow dealer site, Carwow will arrange for the collection of relevant documents and conduct necessary verifications before payment can proceed. Carwow will validate and verify the seller’s bank details using Experian to ensure they belong to an active account that has been open for more than three months, and that the beneficiary name and account information match. Where outstanding finance is due to be paid, the seller will select the beneficiary finance house from a drop down list maintained and validated by Carwow.

After the required documents and verifications are complete, you may proceed with payment through the Carwow dealer site. To do so, click on “Make a payment” to access the Carwow Wallet, where you will authenticate using a one-time passcode generated through your selected authenticator app.

8.2. Carwow collects the necessary documents, validates, and verifies the beneficiary information provided before permitting any payments. Before authorising any funds to be transferred from the Carwow Wallet to a seller or a finance house to minimise transfer issues, we strongly recommended seeking a verbal confirmation with the seller that the beneficiary bank account details and the amount to be paid are accurate. Additionally, we strongly recommend you to verify that the finance house settlement letter provided in the Carwow Wallet corresponds with the expected settlement amount, reference, and beneficiary details to be paid.

8.3. Authorising a payment through your Carwow Wallet Account will authorise Airwallex to make a payment to the beneficiaries shown. Before the transfer of payment happens from your Carwow Wallet Account you will be prompted to enter a one-time passcode generated through your authenticator app. By doing so, you confirm that the person entering the passcode has authority to bind you to the transaction and that you authorise Airwallex to complete a transfer of the relevant funds to the account destination shown.

8.4. Once you have authorised a payment from your Carwow Wallet Account to purchase a vehicle, the purchase cannot be cancelled.  If there is a payment failure and the amount you have authorised cannot be sent or is returned by the receiving bank, this will not affect your and the seller’s obligations under the Contract of Sale, or the seller’s obligation to settle their arrangements with their finance provider.  Carwow will work with you to try and resolve the payment issue or will allow you to make the payment outside the Carwow Wallet product.

8.5. Where any amount is payable to a finance provider as part of your purchase, it is only possible to use Carwow Wallet to make payment to a single finance provider. It will be your responsibility to confirm with any additional finance providers that all remaining finance on the vehicle has been cleared. 

8.6. If there is a change to the price and not all funds are used to complete a purchase, the excess funds will be returned to your available balance.

8.7. Where you purchase a vehicle using your Carwow Wallet Account, you warrant and undertake that you will comply with your Contract of Sale in all respects. 

8.8. The Carwow Wallet service is provided through an Account made available to you by Airwallex. Where you wish to make a purchase of a vehicle, you will need to ensure that your Carwow Wallet Account contains sufficient funds to complete the transaction. Please see the section titled “11. What permissions do Carwow have over your Carwow Wallet account?” for further explanation of how we may give Airwallex instructions in relation to your Account.

9.1. Following the document collection process, it may be indicated that there is negative equity on the selected vehicle, if this is the case, you will be able to request the negative equity balance through Carwow Wallet. 

9.2. The seller can pay the negative equity balance into your Account up to the point you authorise the payment to the listed beneficiaries. You will receive a notification once the negative equity has been paid by the seller. You need to have the full negative equity balance in your Account before you are able to make any payment to the beneficiaries.

9.3. Should you instigate a price revision and this results in negative equity, the seller must pay the negative equity balance into your Account before any payments can be authorised. 

9.4. Where you are making a purchase of a vehicle with a negative equity balance and the Contract of Sale is terminated for any reason prior to completion of the sale, or the transaction does not complete for any reason, you warrant and undertake (working with us, where necessary) to ensure that the negative equity balance is returned to the seller in full and without delay.

10.1. Where you use Carwow Wallet in order to purchase a vehicle, you warrant and undertake that you will include within the Contract of Sale the following terms:

10.1.1. a statement that in the event there is any negative equity balance to be paid by the seller of the vehicle, you will: 

(i). hold that negative equity balance on bare trust absolutely and to the order of the seller. The statement should explain that a “bare trust” means that the seller remains the owner of the money even though you hold it in your name, until you pay this to the seller’s finance provider; and

(ii). keep an accurate record of the amount owned by the seller until completion of the transaction; and

10.1.2. how the seller can contact you if they have a complaint in relation to the sale of their vehicle. You must not state or imply that we are responsible for managing such complaints.

11.1. In order to facilitate the Carwow Services, by creating a Carwow Wallet Account you expressly authorise us, acting on your behalf, and agree that Airwallex is authorised to allow us, to:

11.1.1. view information in relation to your Carwow Wallet Account;

11.1.2. instruct Airwallex to execute transactions within your Carwow Wallet Account; and

11.1.3. instruct payments out of your Carwow Wallet Account.

11.2. When we act on your behalf as described above, we will not make any transactional decisions on your behalf. We will only instruct such transfers or payments from your Carwow Wallet Account as authorised by you on our Carwow dealer site to facilitate the purchase of a vehicle or a withdrawal of funds to your defined business bank account.

12.1. Access to your Carwow Wallet Account will be subject to any restrictions or suspension which Airwallex may implement or impose from time to time under the Airwallex Terms, including where Airwallex is required to do so by law.

12.2. Your Carwow Wallet Account may sometimes be unavailable for maintenance or other reasons, and we cannot guarantee that your Carwow Wallet Account will always be available or that it will always perform as expected. In the event of any complaint or dispute regarding Carwow Wallet, you should contact us at wallet@carwow.co.uk. We will liaise with Airwallex where appropriate. 

12.3. You acknowledge that we have no control over and are not responsible for the acts or omissions of Airwallex or for any activity undertaken by you in connection with any Carwow Wallet Account, other than where we provide an express instruction to Airwallex and Airwallex acts in accordance with that instruction. 

12.4. In the event that any funds are transferred in error as a result of our error or negligence in acting as your agent, our liability to you will be limited to an amount equal to the value of the funds transferred in error. You must notify us as soon as possible if you identify that funds have been transferred in error and we will support you as far as we are able in order to remedy the transfer error. Where such funds cannot be returned to you and this was a result of our error or negligence, we will refund you the amount of such funds provided that you have complied with the terms of this Addendum, including with regard to notifying us promptly of the affected transaction.

12.5. You are solely responsible for any transaction decisions or other actions taken by individuals who access your Carwow Wallet Account using your Account credentials. You are responsible for verifying that any funds are transferred to the correct destination.

13.1. You may at any time terminate your use of a Carwow Wallet Account by notifying us and Airwallex in writing. Where you terminate under this clause 13.1, before the Carwow Wallet Account is closed any transactions which have already been authorised will be completed and you must withdraw the balance of any remaining funds within two (2) Working Days.

13.2. Your (and/or any user’s) right to use a Carwow Wallet Account may be suspended or terminated:

13.2.1. at any time where Airwallex terminates or suspends your right to use the Carwow Wallet Account in accordance with the Airwallex Terms;

13.2.2. at any time and without notice if we or Airwallex have a reasonable suspicion that the Carwow Wallet Account is being misused or used in connection with fraudulent activity, money-laundering or any other criminal activity; 

13.2.3. at any time if you breach this Addendum,  the Agreement or your Conditions of Sale in respect of a purchase (including circumstances where you do not pay amounts due under the Agreement or your Conditions of Sale); 

13.2.4. if the agreement which we have in place with Airwallex is terminated, suspended or varied for any reason; or

13.2.5. if we give you not less than thirty (30) calendar days’ notice in writing at any time.

13.3. Termination of the Agreement for any reason shall automatically terminate your right to use Carwow Wallet.

13.4. In the event that your right to use Carwow Wallet is terminated or suspended by us or Airwallex:

13.4.1. any transactions which have already been authorised will be completed unless we or Airwallex have a reasonable suspicion that a transaction is connected with fraudulent activity, money-laundering or any other criminal activity in which case the transaction will not be completed;

13.4.2. subject to clause 13.4.1, you will not be able to authorise any further transactions; and

13.4.3. you must withdraw the balance of any remaining funds within your Carwow Wallet Account within two (2) Working Days after  your right to use Carwow Wallet Account is terminated unless we or Airwallex are instructed by a relevant authority not to release such funds to you, for example in cases of fraudulent activity, money laundering or any other criminal activity.