Terms of Service

1. Purpose and Acceptance

These Terms of Service ("Terms") govern access to and use of the OFFWAN platform (the "Platform" or "Service"), operated by CARL HIVE, a French simplified joint-stock company (société par actions simplifiée) with a share capital of €1,000, registered with the Lille Métropole Trade and Companies Register under SIREN 984 282 301, having its registered office at 679 avenue de la République, 59800 Lille, France ("CARL HIVE", "we", "us", or "Offwan").

By creating an account, accessing, or using the Platform in any way, you ("Member", "you") acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy and Cookie Policy. If you do not agree to these Terms, you must not access or use the Platform.

These Terms apply to all Members, whether acting as private individuals ("Individual Members") or as professionals acting in the course of their trade, business, craft, or profession ("Professional Members"), each subject to specific provisions detailed in Section 4.

2. Description of the Service

OFFWAN is a private digital platform whose sole purpose is to facilitate contact between Members wishing to sell rare, luxury, or collector motor vehicles ("Vehicles") and Members wishing to acquire such Vehicles. The Platform is accessible via dedicated mobile applications (iOS and Android).

OFFWAN is exclusively an intermediary and connection service. OFFWAN is not a party to, and does not participate in, any sale, purchase, negotiation, or financial transaction between Members. OFFWAN does not act as a seller, buyer, broker, agent, escrow provider, or guarantor in any transaction concluded between Members. Any agreement resulting from a connection made through the Platform is concluded exclusively between the Members concerned, under their sole responsibility.

In accordance with Article 6-I-2 of the French Law No. 2004-575 of 21 June 2004 for Confidence in the Digital Economy ("LCEN"), CARL HIVE acts as a hosting provider (hébergeur) with respect to content published by Members, and not as a publisher (éditeur) of such content. CARL HIVE exercises no prior editorial control over listings, messages, or other content submitted by Members, save for the automated and manual moderation measures described in these Terms.

The Platform provides, among other features: a curated Vehicle listing system, a secure internal messaging system between Members, an identity verification mechanism, a Trust Score reputation system, and a mutual review system following connections.

3. Registration and Access Conditions

3.1 Restricted access

Access to OFFWAN is deliberately restricted. Registration is only possible either (i) upon invitation issued by an existing Member through the Platform's referral system, or (ii) during limited enrollment windows opened at CARL HIVE's sole and discretionary determination, several times per year. CARL HIVE reserves the right to modify, suspend, or discontinue this access model at any time, without notice and without liability.

3.2 Eligibility

To register as a Member, you must: (a) be at least 18 years of age and have full legal capacity to enter into binding contracts under the law applicable to you; (b) provide accurate, current, and complete registration information; and (c) not be subject to any legal prohibition, suspension, or incapacity preventing your use of the Service in your jurisdiction.

3.3 Identity verification

All Members must complete an identity verification process, which includes submitting a photograph of a valid government-issued identity document. CARL HIVE reserves the right to refuse, delay, or revoke access to any Member whose identity cannot be reasonably verified, without obligation to provide reasons, subject to applicable law.

3.4 Account accuracy

You are solely responsible for maintaining the accuracy of your account information and for safeguarding your login credentials. You must notify CARL HIVE without delay of any unauthorized use of your account.

4. Member Obligations and Responsibilities

4.1 General obligations

All Members undertake to: use the Platform in good faith and in accordance with its intended purpose; provide truthful and accurate information regarding themselves and any Vehicle listed; comply with all applicable laws, including those governing the sale of motor vehicles, consumer protection, anti-money laundering, and export/import controls; and refrain from any conduct that could damage the reputation, security, or integrity of the Platform or other Members.

4.2 Individual Members

Members acting as private individuals, outside the scope of any professional trade or business, are responsible for ensuring that any Vehicle they list is one they lawfully own or are duly authorized to sell, and that all information provided (technical condition, history, mileage, provenance) is accurate to the best of their knowledge.

4.3 Professional Members

Members acting in a professional capacity — including dealers, brokers, and businesses ("Professional Members") — additionally represent and warrant that they hold all licenses, registrations, and authorizations required to trade Vehicles in their jurisdiction, and acknowledge that, in their relationships with Individual Members acting as consumers, they remain subject to applicable consumer protection law, including pre-contractual information obligations (such as those set out in Articles L111-1 et seq. of the French Consumer Code, where applicable), statutory warranties, and any right of withdrawal that may apply to the underlying transaction. OFFWAN is not a party to, and assumes no responsibility for, compliance by Professional Members with such obligations, which remain their exclusive responsibility.

4.4 Transaction responsibility

Members are solely and exclusively responsible for negotiating, concluding, documenting, and performing any transaction resulting from a connection made on the Platform, including verification of the Vehicle's condition, legal title, absence of encumbrances, compliance with roadworthiness and registration requirements, and arrangement of payment and delivery. CARL HIVE strongly recommends that Members conduct independent due diligence, including a physical inspection and, where appropriate, an independent expert appraisal, before concluding any transaction.

5. Trust Score

The Platform operates a reputation indicator ("Trust Score") calculated from various factors, including identity verification status, completeness of profile information, transaction history on the Platform, and reviews received from other Members.

The Trust Score is an indicative, non-contractual tool provided for informational purposes only. It does not constitute a guarantee, certification, or warranty by CARL HIVE as to the reliability, solvency, good faith, or trustworthiness of any Member, nor as to the condition or authenticity of any Vehicle. Members must exercise their own judgment and are strongly encouraged not to rely exclusively on the Trust Score before entering into any transaction.

A Member's Trust Score, and consequently their level of access to certain Platform features, may be adjusted by CARL HIVE at its discretion in the event of reported misconduct, repeated negative reviews, or failure to comply with these Terms.

6. Subscription Plans

6.1 Available plans

OFFWAN offers the following subscription tiers, granting different levels of access to Platform features: Starter (free of charge), Collector (€19/month), and Pro (€299/month). Selling a Vehicle on the Platform is free of charge under any plan; subscription fees relate solely to access and platform features, not to any commission on transactions.

6.2 Billing and management

Subscriptions are billed and managed through the Apple App Store or Google Play Store, via the RevenueCat subscription management infrastructure. Accordingly, billing cycles, payment methods, automatic renewal terms, and cancellation procedures are governed by the applicable Apple or Google terms of service, in addition to these Terms.

6.3 Cancellation and refunds

Members may cancel their subscription at any time through their Apple ID or Google Play account settings, in accordance with the applicable store's cancellation procedure. Refunds, where applicable, are subject to the refund policies of the Apple App Store or Google Play Store, as CARL HIVE does not directly process or control subscription payments. Where mandatory statutory withdrawal rights apply under French or European consumer law to digital subscriptions, such rights shall apply to the extent required by law and to the extent not already exhausted by the Member's use of digital content with prior express consent.

7. Prohibited Content and Conduct

Without limitation, the following are strictly prohibited on the Platform:

• Listing a Vehicle that does not exist, that the Member does not own or is not authorized to sell, or that is stolen, encumbered, or subject to undisclosed liens;
• Publishing false, misleading, or materially inaccurate information regarding a Vehicle's identity, condition, history, mileage, or provenance;
• Impersonating another person or entity, or creating a false identity or duplicate account;
• Engaging in fraud, attempted fraud, or any scheme intended to deceive another Member;
• Circumventing the Platform's verification or messaging systems for the purpose of evading Platform oversight;
• Any conduct that is unlawful, harassing, defamatory, or that infringes the rights of third parties.

CARL HIVE reserves the right to investigate, remove content, and suspend or terminate the account of any Member reasonably suspected of violating this Section, and to report suspected criminal conduct (including stolen vehicles or fraud) to competent authorities.

8. Limitation of Liability

8.1 Hosting provider status

As set out in Section 2, CARL HIVE acts as a hosting provider within the meaning of Article 6-I-2 of the LCEN with respect to Member-generated content, and not as a publisher. In accordance with Article 6-I-2 and 6-I-3 of the LCEN, CARL HIVE's liability with respect to content posted by Members may only be engaged where CARL HIVE had actual knowledge of manifestly unlawful content and failed to act promptly to remove or disable access to it.

8.2 No warranty regarding transactions or vehicles

CARL HIVE is not a party to any transaction between Members and provides no warranty, express or implied, as to: the existence, condition, roadworthiness, authenticity, provenance, or legal title of any Vehicle listed; the identity, solvency, good faith, or reliability of any Member; or the successful completion, lawfulness, or outcome of any transaction. Members transact with each other entirely at their own risk.

8.3 Limitation of damages

To the maximum extent permitted by applicable law, CARL HIVE's aggregate liability arising out of or relating to the Service, whether in contract, tort, or otherwise, shall not exceed the total amount of subscription fees paid by the Member to CARL HIVE during the twelve (12) months preceding the event giving rise to the claim, or one hundred (100) euros if the Member is on the free Starter plan. In no event shall CARL HIVE be liable for indirect, incidental, consequential, or punitive damages, including loss of profit, loss of opportunity, or loss relating to a transaction concluded with another Member.

Nothing in these Terms excludes or limits CARL HIVE's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable French or European law.

9. Intellectual Property

The OFFWAN name, logo, and all associated trademarks, together with the Platform's software, design, structure, and content produced by CARL HIVE, are the exclusive property of CARL HIVE and are protected by French and international intellectual property law. No provision of these Terms grants any Member a right to use CARL HIVE's trademarks or content, other than as strictly necessary to use the Service as intended.

Members retain ownership of the content they submit (including Vehicle photographs, descriptions, and messages). By submitting content, each Member grants CARL HIVE a non-exclusive, worldwide, royalty-free license to host, store, display, reproduce, and distribute such content solely for the purposes of operating, promoting, and improving the Service.

10. Suspension and Termination

CARL HIVE may suspend or terminate a Member's account, with immediate effect and without prior notice where warranted, in the event of: a breach of these Terms, in particular Section 7; provision of false or misleading information; conduct that exposes CARL HIVE or other Members to legal, reputational, or financial risk; or a legal or regulatory requirement to do so.

Where circumstances permit, CARL HIVE will endeavor to provide prior notice and an opportunity to remedy the breach before suspension or termination. A terminated Member may contact contact@offwan.com to request review of the decision.

Termination does not affect obligations that, by their nature, are intended to survive termination, including Sections 8 (Limitation of Liability), 9 (Intellectual Property), and 13 (Governing Law).

11. Account Deletion

In accordance with Article 17 of Regulation (EU) 2016/679 (GDPR), Members have the right to request the erasure of their personal data and the deletion of their account at any time. This request may be made directly within the mobile application, via the account settings menu, or by emailing contact@offwan.com.

Account deletion requests are processed within thirty (30) days. Certain data may be retained beyond this period where required to comply with a legal obligation (e.g., accounting and tax records) or to establish, exercise, or defend legal claims, as further described in our Privacy Policy.

12. Amendments to these Terms

CARL HIVE may amend these Terms from time to time to reflect changes in the Service, legal or regulatory requirements, or operational needs. In the event of a material change, Members will be notified by email and/or in-app notification at least fifteen (15) days before the amended Terms take effect.

Continued use of the Platform after the effective date of the amended Terms constitutes acceptance of the new Terms. If a Member does not agree to the amended Terms, they must stop using the Service and may request account deletion as described in Section 11.

13. Governing Law and Jurisdiction

These Terms are governed by French law, without regard to its conflict-of-laws principles, without prejudice to any mandatory consumer-protection provisions of the country in which an Individual Member habitually resides, where applicable.

13.1 Mediation

In accordance with Directive 2013/11/EU on consumer alternative dispute resolution and Articles L616-1 et seq. of the French Consumer Code, any Member qualifying as a consumer may, prior to initiating court proceedings against CARL HIVE, refer a dispute free of charge to a consumer mediator. Details of the applicable mediation service will be communicated on request to contact@offwan.com and, where required, published on the Platform. Recourse to mediation is optional and does not deprive any Member of their right to bring proceedings before the competent courts.

13.2 Jurisdiction

Subject to any mandatory jurisdictional rules applicable to consumers, any dispute arising out of or relating to these Terms or the use of the Platform shall be submitted to the exclusive jurisdiction of the Commercial Court of Lille (Tribunal de Commerce de Lille) or, where the dispute falls outside its jurisdiction, the competent courts of Lille, France.

14. Members Outside the European Union

OFFWAN welcomes Members located within and outside the European Union. Members residing outside the EU acknowledge that: these Terms and the Service are governed by French law as set out in Section 13; the Platform, its content, and its data processing infrastructure are primarily operated from the European Union; and it is the Member's sole responsibility to ensure that their use of the Platform, and any transaction concluded through it (including cross-border vehicle export, import, customs, and registration formalities), complies with the laws applicable in their own jurisdiction.

CARL HIVE makes no representation that the Platform or its content is appropriate, legal, or available in every jurisdiction, and access from territories where the Service would be unlawful is prohibited.