Legal

Terms of Service

Effective 1 May 2026Version 3.0Estonia · EU/EEA

These Terms govern your use of the Carbirds platform — both as a visitor of carbirds.com and as a partner dealer operating a storefront on our infrastructure.

Section 01Introduction & acceptance

These Terms of Service ("Terms") form a binding agreement between Fleetbrains OÜ ("Carbirds", "we", "us") and the person or entity using the Carbirds platform ("you", "Dealer"). By submitting a dealer application, signing the Dealer Agreement, or otherwise using the platform, you confirm that you have read, understood, and accepted these Terms.

These Terms apply alongside any signed Dealer Agreement and the Privacy Policy. Where any signed agreement contradicts these Terms, the signed agreement prevails for that conflict.

Section 02Definitions

Platform. The Carbirds website, dealer dashboard, storefront infrastructure, and operational chain (sourcing, inspection, transport, registration, payouts).
Storefront. A branded online vehicle catalog operated by a Dealer on a domain of their choice, powered by Carbirds infrastructure.
Buyer. Any natural person or legal entity that places an order through a Storefront.
Vehicle. A passenger car or light commercial vehicle listed on the Platform.
Deal. A confirmed order for a Vehicle that proceeds to a delivery and a signed buyer contract.
Earnings. The flat €500 fee paid by Carbirds to a Dealer for each delivered Vehicle.

Section 03Eligibility

To become a Dealer, you must:

Be at least 18 years old and have legal capacity to contract.
Operate a registered business in an EU/EEA member state. Sole traders, OÜ, GmbH, sp. z o.o., or any equivalent legal entity are accepted. We do not pay individuals.
Pass our Know-Your-Customer (KYC) and Anti-Money-Laundering (AML) checks.
Not be subject to EU or national sanctions, nor have been convicted of fraud, money-laundering, or comparable economic crimes within the last 10 years.
Operate in a country supported by Carbirds at the time of application. The current list is set out below and updated as we open new markets.

Supported countries. Carbirds currently operates in: Austria, Belgium, Croatia, Denmark, Estonia, Finland, France, Germany, Ireland, Italy, Netherlands, Poland, Portugal, Spain, Sweden.

Ready to join from one of these markets? Apply to become a dealer.

Section 04Application & approval

Submitting an application does not guarantee approval. We typically respond within two working days. If approved, you sign the Dealer Agreement electronically; your Storefront is then deployed within 48 hours of signature. If declined, we tell you why and you may re-apply after 6 months or once the underlying issue has been addressed.

Section 05Dealer obligations

As a Dealer you agree to:

Act honestly toward buyers — never misrepresent a Vehicle, its history, or its delivery timeline.
Use the Carbirds infrastructure only for the purposes set out in these Terms, not for unrelated commercial activity or testing competing platforms.
Comply with consumer-protection law in the markets you sell into, including statutory withdrawal periods and warranty obligations.
Keep buyer data confidential and use it solely to deliver the vehicle and provide after-sales service.
Not register the Storefront domain, brand, or content elsewhere as your sole intellectual property unless agreed in writing.
Pay your own taxes, social contributions, and any locally applicable fees on your Carbirds Earnings.
Notify us within 7 days of any material change to your business — ownership, registration, address, or beneficial-owner identity.

What you don't do. You don't take vehicles onto your balance sheet, you don't handle the cross-border tax filings, and you don't carry the regulatory licence. That's our job.

Section 06Our obligations & limitations

Carbirds will:

Source Vehicles from European fleet pools and list them on your Storefront within agreed quality standards.
Hold the regulated trade entity, the dealer-of-record licence, and the operational insurance in every country we operate.
Handle inspection, transport, cross-border VAT, customs, and registration for every confirmed Deal.
Maintain the Platform with reasonable availability — target uptime 99.5% per calendar month, excluding scheduled maintenance.
Pay your Earnings on time as set out in Section 07.

The Platform is provided "as available". Carbirds does not guarantee uninterrupted access, specific buyer volumes, or that any particular Vehicle will remain available. Operational delays caused by force majeure (strikes, war, natural disasters, regulatory action, ferry/transport disruption) are not a breach of these Terms.

Section 07Pricing & Earnings

Carbirds pays the Dealer a flat €500 per delivered Vehicle. The fee is:

Triggered when the Buyer has signed for delivery and the statutory withdrawal period (typically 14 days) has lapsed without a return.
Invoiced by the Dealer to Carbirds and paid within 5 working days of a valid invoice.
Net of VAT — VAT is added per the Dealer's jurisdiction where applicable.
Not subject to tiers, clawbacks, volume caps, minimum quotas, or seasonal adjustments.

If a Vehicle is returned within the statutory withdrawal period, the related Earnings are not paid out (or, if already paid, are credited against the next invoice). Beyond the statutory withdrawal period, returns triggered by Carbirds quality issues do not affect the Dealer's already-earned €500.

Section 08Referral programme

Approved Dealers may refer prospective Dealers via a unique referral link and earn €1,000 per qualifying referral. The full referral rules are set out on our Refer & earn page and form part of these Terms by reference. Self-referrals, same-entity referrals, and referrals from non-EU markets do not qualify.

Section 09Intellectual property

The Carbirds platform, including its software, design, brand, content, and documentation, is the exclusive property of Fleetbrains OÜ or its licensors and is protected by EU copyright, trademark, and trade-secret law.

The Storefront domain, brand, and content authored by the Dealer remain the property of the Dealer. By using the Platform, you grant Carbirds a worldwide, royalty-free, non-exclusive licence to host, display, and serve that content via Carbirds infrastructure for the duration of the Dealer Agreement.

Neither party may use the other's name, logo, or marks publicly without prior written consent — except that Carbirds may list you as a partner on its website and in case studies unless you opt out by email.

Section 10Confidentiality

Each party agrees to keep confidential any non-public information shared by the other in connection with the Platform — commercial terms, technical details, buyer lists, fleet pricing, operational practices. Confidentiality survives termination for 3 years.

Section 11Term & termination

The Dealer Agreement runs on a month-to-month basis. Either party may terminate for any reason on 14 days' written notice. Carbirds may suspend or terminate immediately if the Dealer:

Materially breaches these Terms or the Dealer Agreement and fails to cure within 7 days.
Misrepresents a Vehicle, defrauds a Buyer, or engages in conduct that damages the reputation of the Platform.
Becomes subject to sanctions, insolvency proceedings, or comparable measures.

Earnings accrued before termination remain payable. Storefront content, buyer data, and account credentials are returned or exported to the Dealer within 30 days of termination.

Section 12Liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, punitive, or consequential damages, or for lost profits, lost revenue, lost data, or business interruption — even if advised of the possibility of such damages.

Carbirds' aggregate liability under these Terms is capped at the greater of (a) the total Earnings paid to the Dealer in the 12 months preceding the event giving rise to liability, or (b) €10,000.

Nothing in this Section limits liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that cannot be limited under applicable law.

Section 13Indemnification

The Dealer indemnifies Carbirds against third-party claims arising from (i) misrepresentation of a Vehicle to a Buyer, (ii) breach of consumer-protection or marketing laws by the Dealer, or (iii) unauthorised use of Carbirds intellectual property. Carbirds indemnifies the Dealer against third-party claims that the Platform infringes the intellectual-property rights of a third party.

Section 14Governing law & disputes

These Terms are governed by the laws of the Republic of Estonia, without regard to its conflict-of-laws rules. The parties will first attempt to resolve any dispute in good faith. Failing resolution within 30 days, the dispute will be submitted to the exclusive jurisdiction of the courts of Harju County, Estonia. Mandatory consumer-protection rights in your country of residence remain unaffected.

Section 15Changes

We may update these Terms when the law, the Platform, or our practices change. Material changes are notified to active Dealers by email at least 30 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance. If you do not accept the changes, you may terminate the Dealer Agreement before the effective date with no penalty.

Section 16Contact

Questions about these Terms? Get in touch:

Fleetbrains OÜ · Valukoja tn 8/2, 11415 Tallinn, Estonia · Reg. no. 17013248 · VAT EE102838808 · legal@carbirds.com