IDM Services Terms & Conditions

Terms and Conditions

IDM Services

Terms defined in the Main Advertising Terms and 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.

Definitions
1. “Advertisement” means any copy, artwork, text, data, photographs, slides and/or video clips, advertising a vehicle, product and/or service for sale, to be published on the Website;
2. “Application Form” means a completed form signed by both parties setting out details of the Dealer and the Services required by the Dealer. Each application is subject to the terms of these Conditions and the Dealer shall ensure that the details set out in the Application Form are complete and accurate;
3. “Click(s)” or “click(s)” means when a Visitor selects the link specified by the Dealer and “clicks” the mouse on the link with the intent of being hyperlinked to the Website and/or Bespoke Website. The Click is recorded when the Visitor clicks on the link and that event is logged by the Internet Search Engine Provider on its server logs;
4. “IDM Services” means the Integrated Digital Marketing services which incorporate PPC Services, SEO Services and Social Services carried out by Auto Trader;
5. “IDM Charges” means the fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the IDM Services;
6. “Order Variation Form” means a completed form signed by both parties sent by the Dealer to Auto Trader which (i) varies the original Contract and/or (ii) forms a new agreement with the Dealer for Services and which in all cases incorporates and is subject to these Conditions;
7. “PPC Advertisement” means the Dealer’s advertisement that is to appear on an Internet Search Engine as part of the PPC Services;
8. “PPC Charges” means the fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the PPC Services;
9. “PPC Services” means the pay per click (“ppc”) services carried out by Auto Trader;
10. “SEO Services Fee” means the fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the SEO Services;
11. “SEO Services” the website optimisation services carried out by Auto Trader with a view to providing the Website with a preferential positioning in selected search engines;
12. “Social Services” the social media platform and application services carried out by Auto Trader with a view to creating a Social Media Network profile and facilitating Used Car Stock Search on a Facebook Page;
13. “Service Charge” means the service charges specified in the Application Form or Order Variation Form payable by the Dealer in respect of the IDM Services;
14. “Set-Up Fee” means the set-up fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the PPC Services;
15. “Web Analytics Provider” means any third party providing web analytics and/or search engine submission services (including, without limitation, Google Analytics);
IDM Services
1. Auto Trader will carry out the IDM Services pursuant to these Conditions.
2. The Dealer will pay the IDM Charges and Service Charge to Auto Trader on a monthly basis.
3. The IDM Services to be provided will be as set out in the relevant Application Form or Order Variation Form.
4. Auto Trader shall not be responsible for any general media planning and buying nor shall it be responsible for the Dealer’s general public relations activities.
5. The Dealer grants to Auto Trader and any Web Analytics Providers (as appropriate) a non-exclusive, non-transferable, royalty-free licence to use the Materials and to use, store and/or maintain the Materials on the Server to the extent required in order to provide the services under the IDM Services in accordance with these Conditions. Auto Trader may take such copies as may be necessary to perform its obligations under these Conditions, including backup copies of the Materials.
6. Auto Trader may suggest that the Dealer sets up accounts and uses services provided by Web Analytics Providers. Where the Dealer opts to use the services of Web Analytics Providers, it will accept any terms & conditions of such Web Analytics Providers.
7. Support will be provided by Auto Trader through a dedicated ticket-based e-mail request submitted to ppcservices@autotrader.co.uk.
8. The Dealer acknowledges and agrees that Auto Trader does not guarantee that any or a certain number of Clicks will be delivered as a result of a search performed on any specific Internet Search engine and that Auto Trader is not responsible for any changes made to the Website that adversely affect the search engine rankings of the Website nor for any other losses suffered or incurred by the Dealer arising out of or in connection with the IDM Services.
9. The Dealer acknowledges that due to the competitiveness of some keywords, ongoing changes in search engine ranking algorithms and other competitive factors, Auto Trader does not guarantee any keywords or any number one positions or consistent top 10 positions for any particular keyword.
10. 1. the Dealer acknowledges that Auto Trader is not responsible for any changes made to the Website that adversely affect the search engine rankings of the Website nor for any other losses suffered or incurred by the Dealer arising out of or in connection with the SEO Services.
  2. whilst Auto Trader will use reasonable endeavours to work with the Dealer to optimise the ranking of the Website in search engines, the Dealer recognises and acknowledges that due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors dependent on factors outside of Auto Trader’s reasonable control, Auto Trader can give no guarantees regarding the ranking of the Website or the traffic generated via search engines.
11. 1. the Dealer commits to a minimum monthly spend as set out in the Application Form (“Monthly Commitment”).
  2. if, in any month, the Actual Monthly Spend does not exceed the Monthly Commitment, the difference between the two will be carried over and added to the next month’s Monthly Commitment.
  3. Auto Trader shall have the right to request an interim sum and to suspend the PPC Services until payment of such sum, if at any time it, in its sole reasonable discretion, considers that the level of use of the PPC Services has or could exceed the level ordinarily expected by Auto Trader.
12. 1. any Materials developed by Auto Trader in the performance of the Services, Auto Trader shall submit the same to the Dealer for the Dealer’s approval. Once approved by the Dealer, Auto Trader shall have no liability in respect of the same.
  2. to the extent necessary in the performance of the Services, the Dealer will provide to Auto Trader its account login details for the various Social Media Platforms in respect of which Auto Trader is to provide Services and authorises Auto Trader to use its accounts on its behalf for the performance of the Services. Auto Trader agrees to keep such account login details secure and to only use the same for the purposes of performance of the Services. The Dealer confirms that it has accepted and will adhere to the Third Party’s terms and conditions governing use of any Social Media Platform that it authorises Auto Trader to access.
  3. if the Dealer purchases a social product and as part of the Services, Auto Trader is to set up accounts with Third Parties on behalf of the Dealer as detailed in the Documentation, the Dealer authorises Auto Trader to set up such accounts on its behalf and to accept the terms and conditions of each Third Party on behalf of the Dealer. Upon termination of this Agreement and/or if the Dealer downgrades from a managed service at any time, control of these accounts shall be passed to the Dealer.
  4. the Services shall not extend to any matter not agreed by the parties in the Documentation nor shall it extend to dealing with any crisis management or any other Exceptional Media Response.
  5. Auto Trader shall not be responsible for ensuring that any advertising or promotional campaigns comply with the requirements of the Advertising Standards Authority or any similar such authority and/or with any applicable, laws, regulations and/or codes of conduct in force from time to time.
  6. for the avoidance of doubt; all Social Media Presences set-up by Auto Trader on behalf of and in agreement with the Dealer will be the sole property of the Dealer, who will retain ownership and have access to these Social Media Presences during the agreement.
  7. 1. it will maintain its account for each of the Social Media Platforms and will be solely responsible for the same;
    2. it agrees to all terms and conditions of Third Parties;
    3. its use of Social Media Platforms will be in compliance with all terms and conditions of the relevant Third Parties and in accordance with all applicable laws, regulations and codes of practice;
    4. it will not request Auto Trader to do or omit to do anything that breaches the terms and conditions of any Third Parties and/or applicable laws, regulations or codes of practice;
    5. all Dealer Materials shall not infringe the Intellectual Property Rights or other rights of any third party and that it has all necessary consents and licences to pass the same to Auto Trader for use by Auto Trader in relation to the Services and for the inclusion of the same on Social Media Platforms;
    6. all Dealer Materials shall comply with all applicable laws, regulations and codes of conduct including without limitation the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing.
  8. 1. any acts and/or omissions of a Third Party including without limitation, the removable of any Materials and/or Dealer Materials by a Third Party, the suspension of the Dealer’s account with a Third Party and/or the unavailability of a Social Media Platform;
    2. any activity in a Dealer’s account with a Social Media Platform except to the extent that such activity is caused directly by Auto Trader acting contrary to the terms of this Agreement;
    3. any content within a Dealer’s account with a Social Media Platform including without limitation Dealer Materials, materials posted by third parties and Materials which have been approved by the Dealer.
13. The Dealer acknowledges that any campaign, strategy, documents or format developed by Auto Trader while performing the Services (including without limitation a Strategy Document) will be Auto Trader’s Intellectual Property; Auto Trader reserves the right to develop, format and use this Intellectual Property in the delivery of services to other dealers; excluding any Intellectual Property registered to and/or owned by the Dealer. Auto Trader grants to the Dealer a non-exclusive, non-transferable licence to use the Documentation for the Dealer’s sole business purposes. The Dealer shall not transfer, distribute, sell, rent, loan, lease or otherwise deal in the Documentation without the prior written consent of Auto Trader.
14. The Dealer acknowledges and agrees that Auto Trader has proprietary Intellectual Property Rights in each Advertisement as may the licensors of third party data used by Auto Trader under licence in the creation or amalgamation of Advertisements. The Dealer agrees that it will not enable or permit anyone to copy the content of any Advertisement or material displayed on the Website. The Dealer will not inhibit Auto Trader taking such measures that Auto Trader deems necessary at its own expense to protect its Intellectual Property Rights against third parties who copy the content of any material in which Auto Trader has a proprietary interest.
15. The Dealer acknowledges that during the Term, each party grants to the other party (and its permitted sub-contractors and suppliers provided always that such contractors and suppliers shall, in advance, agree to be subject to the terms of this licence so granted) a royalty free, non-exclusive licence to use its Intellectual Property for the purposes of fulfilling its obligations under this Agreement only.
16. The Dealer shall grant Auto Trader a royalty-free licence to use all of its trade marks on any material, website or information produced by Auto Trader for the purpose of performing the Services.
17. The Dealer may terminate all or any of the Services within the initial 12 months of the term of the Contract, by giving notice in writing in accordance with this clause. The Dealer shall give the following notice periods to terminate:
18. Following the initial term of the Contract it will be renewed automatically unless giving the required period of notice in writing;
19. In respect of the IDM Services that incorporate SEO Booster, SEO Booster Plus or SEO Booster Pro product not less than 28 days’ notice in writing;
20. In respect of the IDM Services that incorporate SEO Ultimate product not less than 90 days’ notice in writing not to expire prior to the end of the first 3 months of commencement of the IDM Services.

Definitions

IDM Services