Terms and Conditions

Dealer Websites

Business Rules

These terms are provided subject to the Main Advertising Terms and Conditions which are incorporated into the rules by reference.

Terms defined in the Main Advertising Terms & Conditions shall have the same meaning in these Rules provided that, should a term be defined in both the Main Advertising Terms & Conditions and these Rules, the meaning of the term defined in these Rules shall have precedence in relation to the Rules.

  1. Introduction

    1. These rules apply to any use of the bespoke website packages designed for dealers (“Dealer Websites”) on the Auto Trader website located at www.autotrader.co.uk (“Website”). By obtaining our Dealer Websites services means that you accept and agree to abide by all the terms and conditions of these Rules.
    2. In the case of any conflict or ambiguity between any terms and conditions contained in these Rules and any provision contained in an agreement, the provision in the agreement shall take precedence.
  2. Definitions

    1. “Acceptance Date” means the date that the Website is deemed accepted in accordance with clause 3.8;
    2. “Agreement” refers to the agreement for the provision of Services incorporating these Conditions;
    3. “Dealer” means the person, firm or company who purchases Services from Auto Trader;
    4. “Dealer Branding” means the branding of the Dealer which contains look and feel images, trademarks and/or logos;
    5. “Dealer Portal” refers to the dealer portal section of the Auto Trader website located at www.autotrader.co.uk;
    6. “Domain Name” means the domain name registered with an internet registration authority and used as part of the URL for the Website;
    7. “Downtime” means any time during which the Website is unavailable to users via the internet and/or that any server hosting the Website and/or Email Service is unavailable;
    8. “Email Service” means any hosted email service to be provided by Auto Trader to the Dealer, as set out in the agreement, and which provides the Dealer with an Email Address(es);
    9. “Enhancement” means any modification, additions and/or alterations to the Website after acceptance in accordance with clause 3.12, which create functionality or additional content not covered in the Essential Information Form;
    10. “IP Address” means an internet protocol address;
    11. “Services” refers to the website design and/or hosting services and any other website services to be provided by Auto Trader to the Dealer as more particularly set out on the Application Form and in the Essential Information Form;
    12. “URL” means universal resource locator;
  3. Services

    1. The scope of the Services to be provided by Auto Trader will be as set out and agreed between the parties in the agreement.
    2. Any changes in the specification of the Dealer Website that is requested by the Dealer after the Acceptance Date may at Auto Trader’s sole discretion be subject to an additional cost and unless stated otherwise in writing by Auto Trader, will not be included in the charges.
    3. Where website analysis is to be provided by a third party in order to monitor traffic flow to the Website, such service will be at an additional cost to the Dealer which shall be payable direct to Auto Trader. The Dealer acknowledges and agrees that Auto Trader shall have no liability in respect of any analysis provided by a third party and Auto Trader gives no warranty as to the accuracy of such analysis.
    4. Whilst Auto Trader will use its reasonable endeavours to avoid minor errors and/or interruptions in the Dealer Website and/or Email Services, the Dealer acknowledges that these may arise and Auto Trader shall not be held liable for such errors and/or interruptions. Auto Trader will use its reasonable endeavours to fix such minor errors and interruptions.
    5. The Dealer agrees, subject to and in accordance with these Conditions, to:
      1. co-operate with Auto Trader by giving full and timely instructions to Auto Trader as and when requested by Auto Trader; and
      2. promptly provide amongst other things all materials required including without limitation the Dealer Branding, in the agreed format, as and when requested by Auto Trader, and/or in accordance with the agreement.
      3. promptly provide amongst other things all materials required including without limitation the Dealer Branding, in the agreed format, as and when requested by Auto Trader, and/or in accordance with the agreement.
    6. Any delay in delivery of the Website due to a failure by the Dealer to comply with clause 3.9 above, shall not be attributable to Auto Trader and/or give rise to any claim by the Dealer for breach of the Agreement.
    7. When Auto Trader believes it has satisfactorily completed the design and development of the Website in accordance with the specification set out in the agreement, it shall notify the Dealer. The Dealer may then request one round of changes to be made to the design of the Website and Auto Trader shall use its reasonable endeavours to comply with any requests relating to the design that, in Auto Trader’s sole opinion, are within the scope of the Services as set out in the agreement. Any requests outside of the scope of the Services may, at Auto Trader’s sole discretion, incur an additional cost to the Dealer.
    8. Auto Trader reserves the right to edit, remove (in whole or in part), or change the position, size, quality, layout or colouring of or reclassify the Website, at any time at its sole discretion, for any reason including technical or quality purposes.
    9. The Website shall be deemed accepted upon the earlier of:
      1. the date of signature by the Dealer’s representative confirming acceptance; or
      2. the “Go Live” date of the Website when it is loaded onto a live web server connected to the internet and which is accessible by the public.
    10. The Dealer is solely responsible for maintaining the confidentiality and security of its account with Auto Trader including details of its unique logon ID and shall immediately notify Auto Trader if it becomes aware of any security threat.
    11. In the event that the Dealer is licensed to use Trader Connect and requires Auto Trader to populate the Website with data received from the Dealer or other sources, the Dealer acknowledges that the data shall be provided on a licensed basis and may only be used in accordance with the terms of the Trader Connect Licence.
    12. Where search engine optimisation is included as part of the Services in order to optimise the ranking of the Website in search engines, whilst Auto Trader will use its reasonable endeavours to work with the Dealer to improve the ranking of the Website, the Dealer recognises and acknowledges that Auto Trader can give no guarantees regarding the ranking of the Website as this is dependent on factors outside of Auto Trader’s reasonable control.
    13. After acceptance of the Website in accordance with clause 3.9 above, the Dealer may from time to time request enhancements which shall be deemed to be an additional service for the purpose of the Agreement for which Auto Trader may at its sole discretion charge for separately and in addition to the charges. Auto Trader shall notify the Dealer of any additional charges due for enhancements.
    14. Ownership of any Intellectual Property Rights in an enhancement will be in accordance with clause 7.
    15. Auto Trader shall be entitled to raise an invoice for any charges due in respect of an enhancement at any time.
    16. Where Auto Trader agrees to register a Domain Name on behalf of the Dealer as part of the Services, Auto Trader reserves the right to charge the Dealer for renewal of that Domain Name which shall be in addition to the Charges.
  4. Dealer Obligations

    1. The Dealer warrants that it will use the Website for lawful purposes only.
    2. The Dealer shall provide Auto Trader with access to, and use of, all materials (including without limitation the Dealer Branding) reasonably required by Auto Trader for performance of its obligations under the Agreement.
    3. The Dealer shall not send bulk e-mail, whether opt-in or otherwise, through the Auto Trader network.
    4. The Dealer shall notify Auto Trader immediately if there are any problems with the Website, Domain Name and/or Email Addresses.
    5. The Dealer acknowledges and agrees that it is solely responsible for the Dealer Branding, the Domain Name, all materials it provides to Auto Trader, the Email Addresses, all emails transmitted through the Email Service and for the Content and warrants that these:
      1. will not contravene any relevant laws and/or regulations, including relevant Financial Conduct Authority rules and any rules and/or regulations relating to personal data;
      2. are decent and will not infringe the Intellectual Property Rights or any other rights of third parties
      3. are either owned by the Dealer or that the Dealer has all necessary licences and consents allowing the Dealer to use them and pass them to Auto Trader to enable Auto Trader to perform its obligations under the Agreement;
      4. are lawful, accurate and honest and are not defamatory, offensive, libellous, slanderous, fraudulent, abusive, obscene, indecent and/or immoral;
      5. do not contain any viruses;
      6. shall not in any way harm or detriment the reputation of Auto Trader, Auto Trader Limited and/or of any other companies within Auto Trader Limited; and/or
      7. do not constitute any breach of confidence.
    6. The Dealer indemnifies and shall keep Auto Trader fully indemnified from and against any and all costs, losses, liabilities and expenses (including legal costs on an indemnity basis) arising from any claim relating to or resulting directly or indirectly from any breach of the warranties given by the Dealer in clause 5.5.
  5. Hosting

    1. The Dealer acknowledges and agrees that there may be a certain amount of Downtime in order to enable Auto Trader to carry out reasonable maintenance work as required in the performance of the Services and/or due to circumstances outside of Auto Trader’s control and that Auto Trader cannot guarantee that the Website and/or Email Service will be continuously available online.
    2. Auto Trader shall use its reasonable endeavours to notify the Dealer of any report of Downtime as soon as reasonably practicable after becoming aware of it and shall remedy the Downtime as soon as reasonably practicable.
    3. When calculating Downtime, no account shall be taken of any Downtime caused as a result of any act and/or omission of the Dealer, the Dealer’s negligence and/or any outages as set out in clause 5.4.
    4. Outages, including emergency and previously scheduled windows for router, switch or server maintenance are not included in Downtime calculations. Auto Trader reserves the right to suspend availability of access to the Website and/or Email Service where emergency or scheduled maintenance is required. Auto Trader shall, however, make reasonable efforts to provide the Dealer with prior notification of any scheduled maintenance.
    5. The Dealer acknowledges and agrees that it has no right, title or interest in the IP address allocated to it and that it is allocated as part of the Services and is not portable or otherwise transferable by the Dealer in any manner.
    6. The Dealer agrees that it will have no right, title or interest to the IP address upon termination of this Agreement and that the acquisition by the Dealer of a new IP address for the Website following termination of this Agreement shall be the exclusive responsibility of the Dealer.
  6. Fees and Payment

    1. Where the Charges comprise of separate charges for development of the Website and for hosting of the Website, the Charges for development of the Website shall be payable by the Dealer prior to commencement of the Services, unless expressly stated otherwise by Auto Trader in writing. Auto Trader shall not be obliged to commence the Services until it has received such Charges in full and cleared funds.
    2. Auto Trader reserve the right to change the scale of charges at any time and for any reason. If Auto Trader changes the Charges during the term of the Agreement, the charges in force at the date of the Agreement shall continue to apply to such Agreement for a period of four weeks following notification by Auto Trader in writing of any such change, after which the amended charges shall apply.
  7. Intellectual Property Rights

    1. The Dealer acknowledges that any and all Intellectual Property Rights created, developed, subsisting or used in or in connection with the Website (including without limitation the design and look and feel of the Website, any underlying software, object code and source code but excluding the Dealer Branding and any Content supplied by the Dealer) are and shall remain the sole property of Auto Trader or its licensors (as appropriate) and Auto Trader grants to the Dealer a personal, non-exclusive and revocable licence to use such Intellectual Property Rights for the term of the Agreement. For the avoidance of doubt, nothing in these Conditions shall affect and/or alter the ownership of any data provided by the Dealer via Trader Connect, which shall be governed by the terms of the Trader Connect Licence.
    2. In the event that new inventions, designs or processes evolve in performance of or as a result of the Agreement, the Dealer acknowledges that the same shall be the property of Auto Trader unless otherwise agreed in writing by Auto Trader.
    3. The Dealer grants to Auto Trader a non-exclusive, revocable, royalty free licence to use the Dealer Branding and any Content supplied by the Dealer to Auto Trader in any manner as Auto Trader deems reasonably appropriate for the purposes of this Agreement. The Dealer is not permitted to copy, distribute, modify, alter, adapt, assign, transfer, lease, rent, charge or otherwise deal with the Website save as otherwise permitted in the Agreement.
  8. Liability and Indemnity

    1. The Dealer shall indemnify and keep Auto Trader fully indemnified against all damages, losses, claims, costs, proceedings, demands and expenses (including legal costs on an indemnity basis) or liability which Auto Trader may incur as a result of any action or claim that the Dealer Branding, any Content supplied by the Dealer, an Email Address, the Domain Name and/or any work done in accordance with the Dealer’s instructions infringes the Intellectual Property Rights or other rights of a third party.
    2. Auto Trader shall indemnify the Dealer against all damages, losses and expenses which the Dealer may incur as a result of any action or claim that the Website (other than the Dealer Branding, the Domain Name and/or Content supplied by the Dealer and/or a third party) infringes the copyright of a third party. The indemnity contained in this clause 8.6 is subject to the following conditions:
    3. The Dealer shall indemnify and keep Auto Trader fully indemnified against all claims, costs, proceedings, demands, losses, damages, expenses (including legal costs on an indemnity basis) or liability whatsoever arising out of or in connection with any breach of the Agreement by the Dealer.
  9. Data Protection and Credit Reference Checks

    1. Each of Auto Trader and the Dealer warrants to the other that, in so far as the Agreement relates to or involves the processing of personal data, it shall comply with the provisions of the Data Protection Act 1998 (“Act”)
  10. Termination

    1. Unless terminated earlier in accordance with these Conditions, the Agreement shall continue in force for the period specified therein. If no such period is specified in the agreement, the agreement shall remain in force unless and until terminated in accordance with these Conditions.
    2. The Dealer shall be entitled to terminate the Agreement, cancel all or any Services and/or downgrade the Services by giving notice in accordance to this clause. The Dealer should telephone Auto Trader on 0345 111 0002 to inform them that they are intending to terminate the Agreement, cancel all or any of the Services and/or downgrade the Services. If, having made such phone call to Auto Trader, the Dealer continues to want to terminate the Agreement, cancel all or any of the Services and/or downgrade the Services, the Dealer shall give not less than 28 days’ notice in writing to the Publisher sent to the Dealer Support Administration Department at the address specified on the invoice, such notice not to expire prior to the end of the first 13 weeks of the Agreement or such other initial period as specified in writing by the Publisher. Any free periods of Services provided by Auto Trader to the Dealer under the Agreement shall not count towards the calculation of the initial period. Any notice must state the Dealer’s account number and the exact Services being terminated. It is a condition of the Agreement that any attempt to terminate the Agreement verbally shall be ineffective.
    3. The Dealer shall give not less than 28 days’ notice in writing to Auto Trader to downgrade the Services sent to the Dealer Support Administration Department at the address specified on the invoice, such notice not to expire prior to the end of any initial period specified in writing by the Publisher (“Initial Period”). Any notice must state the Dealer’s account number and the exact Services being terminated. It is a condition of the Agreement that any attempt to terminate the Agreement verbally shall be ineffective.
  11. Confidentiality

    1. The parties acknowledge and agree that all Confidential Information disclosed by either of them under or in relation to the Agreement is and remains the proprietary right and trade secret of such disclosing party and that disclosure creates in the receiving party no interest, title or lien whatsoever, except as otherwise provided in these Conditions. The parties agree to treat all Confidential Information received from the other with the same degree of care and diligence with which they treat their own confidential information (but with no less than reasonable care) both during and after the term of the Agreement and shall not disclose the same to any person, firm or company without the disclosing party’s prior consent.
    2. Confidential Information shall not include any information which is:
      1. public knowledge or which subsequently becomes public knowledge other than through any act or failure to act by either party;
      2. already known to the recipient party (as evidenced by its written records) at the time the Agreement is entered into and was not acquired directly or indirectly from the other party or is not otherwise subject to an obligation of confidentiality;
      3. acquired by the relevant party from any third party who did not acquire such information directly or indirectly from the disclosing party and/or in breach of any obligation of confidence; and/or
      4. required to be disclosed by law provided that as much advance notice of disclosure as is possible is given by the disclosing party to the other party.
  12. General

    1. It is the responsibility of the Dealer to make it clear on the Website that the Dealer is selling goods in the course of a business in compliance with the Business Advertisement (Disclosure) Order 1977 and failure to comply is an offence for which the Dealer may be prosecuted.