Main Advertising Terms and Conditions
Please read these Conditions carefully as they govern the provision of advertising products by Auto Trader to you. Auto Trader may modify these Conditions from time to time and you should therefore ensure that you review these Conditions regularly.
Your attention is drawn to Clause 11 (Liability and Indemnity).
Please read in conjunction with the relevant Business Rules that set out further terms relating to the provision of specific Auto Trader products and (where relevant) are incorporated into our agreement with you.
- DEFINITIONS AND INTERPRETATION
In these Conditions, unless the context otherwise requires, the following terms have the following meanings:
“Additional Products” means any products purchased by an Advertiser in addition to those included within the Package;
“Advert” or “Advertisement” means any copy, artwork, text, data, photographs, slides and/or video clips advertising a vehicle that is to be published on the Auto Trader Platforms;
“Advertiser” means the person, firm or company who enters the Advertising Agreement with Auto Trader;
“Advertising Agreement” means the agreement between Auto Trader and the Advertiser for the purchase and supply of Products incorporating these Conditions and all relevant Business Rules, both of which as may be amended from time to time;
“Advertising Guidelines” means the guidelines imposed by Auto Trader which all Adverts must comply with as set out here.
“Auto Trader” means Auto Trader Limited (company no. 03909628) whose registered office is 1 Tony Wilson Place, Manchester M15 4FN;
“Auto Trader Platforms” means the Auto Trader Website and all other Auto Trader platforms (including mobile and tablet);
“Auto Trader Website” means the website located at www.autotrader.co.uk;
“Business Rules” means any specific rules that relate to the Products as set out here;
“Charges” means the charges to be paid by the Advertiser for the Package and any Additional Products as set out in an Order Confirmation and/or Order Variation or otherwise as specified by Auto Trader;
“Conditions” means the Main Advertising Terms & Conditions as set out in this document;
“Data” means information regarding the Advertiser, the Stock Information and the Supplemental Information;
“Intellectual Property Rights” means all intellectual property rights wherever in the world arising whether registered or unregistered (including any application for registration), including without limitation, all copyright, trademarks, trade names, logo’s, patents, design rights, database rights and/or know how;
“Manufacturer Image(s)” means image(s) of a new vehicle sourced by Auto Trader from the respective vehicle manufacturer which closely represent the new vehicle in an Advert and which are automatically uploaded to an Advert by Auto Trader on the Advertiser’s behalf pursuant to clause 4.11 (in response to information provided by the Advertiser) with one of the following disclaimers: “The car shown closely represents the one for sale” or “The car shown may be a different colour to the one for sale” (where vehicle paint information is not available);
“Materials” means any copy, artwork, data, photographs, slides, video clips, information and/or other material provided or selected by the Advertiser for inclusion in an Advert or otherwise uploaded to the Portal.
“Order Confirmation” means the order communication sent by Auto Trader to the Advertiser confirming details of the Customer’s order;
“Order Variation” means the form detailing changes requested by the Advertiser to the Advertising Agreement to either add Additional Products and/or upgrade or downgrade their Package;
“Package” means the package of Auto Trader advertising products which the Advertiser subscribes to, the of which are provided by Auto Trader to the Advertiser, as may be amended from time to time by Auto Trader;
“Partner Website” means any third-party website or digital platform on which an Advert is to be placed as solely determined by Auto Trader;
“Portal” means the digital platform supplied by Auto Trader for Advertisers to manage their Adverts, stock and account;
“Products” means the advertising products or services supplied to the Advertiser by Auto Trader either within a Package or standalone as Additional Products;
“Stock Information” means any data regarding the Advertiser’s stock of vehicles including but not limited to vehicle registration details, images, prices and sales information which is uploaded to the Portal or otherwise communicated or made available to Auto Trader;
“Supplemental Information” means information used by Auto Trader to supplement and enhance the Stock Information, including verification, enhancement or amendment of the Stock Information;
- In these Conditions, references to the singular include plural and vice versa; references to numbered clauses are references to the relevant clause in these Conditions; the headings to the clauses will not affect interpretation; any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to writing includes emails.
- In the case of any conflict or ambiguity between any provision contained in these Conditions and any provision contained in an Order Confirmation, Order Variation and/or Business Rules, the following order of precedence shall apply in ascending order with Order Variation taking precedence at the top:
- Order Variation
- Order Confirmation
- Business Rules
- ADVERTISING AGREEMENT
- Each order for subscription to a Package and/or for Additional Products shall be deemed to be an offer by the Advertiser to subscribe to the Package and/or purchase Additional Products subject to these Conditions and any applicable Business Rules.
Orders placed by the Advertiser shall only be deemed accepted by Auto Trader when Auto Trader sends an Order Confirmation or Order Variation (as applicable) to the Advertiser.
The Advertiser shall ensure that the terms of its order are complete and accurate. If changes are required, the Advertiser should inform Auto Trader as detailed on the Order Confirmation or Order Variation.
- Auto Trader shall be entitled to modify these Conditions from time to time and any modifications shall be effective immediately from the time they are notified to the Advertiser. Display of the modified Conditions in Portal shall be deemed to be notice to the Advertiser. The Advertiser agrees to review the Conditions regularly to ensure they are aware of any modifications.
- These Conditions and the applicable Business Rules govern the Advertising Agreement to the exclusion of any other terms and conditions (including any terms the Advertiser seeks to impose) unless expressly stated otherwise in writing by Auto Trader.
- The Advertiser will subscribe to a Package and any Additional Products as detailed in an Order Confirmation.
- In consideration of payment of the Charges by the Advertiser in accordance with clause 6, Auto Trader will provide the Products included in the relevant Package and any Additional Products (where relevant) to the Advertiser.
- If after entering the Advertising Agreement, the Advertiser requests an upgrade of its Package and/or requests Additional Products, Auto Trader shall confirm details of the requested change via an Order Variation. Except as expressly amended by any Order Variation the original Advertising Agreement shall remain in full force and effect. For the avoidance of doubt, if an Advertiser wishes to cancel or downgrade the Package and/or cancel any Additional Products, the Advertiser must give notice to Auto Trader in accordance with clause 10.2.
- Further rules relating to the Products are separately set out by Auto Trader in the Business Rules and are available to read here. It is the Advertiser’s responsibility to read these Business Rules.
- Auto Trader will use reasonable endeavours to publish Adverts within 24 hours, although there may be reasons that delay the publication of the Adverts (e.g. additional checking). Publication of adverts on bank holidays or any other public holiday may take longer.
- Auto Trader will use all reasonable endeavours to remedy faults or errors on the Auto Trader Platforms. The Advertiser acknowledges and accepts that once a fault or error has been reported to Auto Trader it may take up to 48 hours for Auto Trader to investigate and rectify the problem.
- Auto Trader does not guarantee that an Advert will appear on any or a specific number of Partner Websites. Auto Trader may at its sole discretion vary the Partner Websites on which an Advert appears from time to time.
- Auto Trader shall provide additional technical specification details for Adverts which shall solely consist of details that the Auto Trader can obtain from its current supplier’s dataset. The Advertiser acknowledges that the technical specification will be for the most recent model of the vehicle in question and will not be the technical specification for the exact vehicle in question. Such details will only be provided by Auto Trader upon provision by the Advertiser of a valid registration number for the vehicle in question. The provision of a valid registration number is the Advertiser’s sole responsibility. It is the Advertiser’s responsibility to ensure any inaccuracies in the technical specification are corrected in the Advert and at the point of sale of the vehicle.
- COPY, ARTWORK AND PHOTOGRAPHS
- Auto Trader may refuse to publish an Advert and/or, edit or require an Advert to be amended so as to comply with legal or moral obligations placed on either party; to avoid infringing third party rights, the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority and/or any relevant regulations or legislation; to respond to any complaints; to correct typographical errors or technical inaccuracies that may appear from time to time; and/or for any other technical and/or quality reasons.
- Auto Trader has the right, at its sole discretion, to remove from any Auto Trader Platform, at any time and for any reason, any Adverts which contain misleading information and do not comply with the Advertising Guidelines.
- Without prejudice to the generality of clause 4.2 above, it is the Advertiser’s sole responsibility to ensure that each Advertisement contains a clear statement of all material information relating to a vehicle’s history which may influence a consumer’s decision to purchase the vehicle. Such material information shall include whether, and to the extent, a vehicle has been previously used for business purposes (for example, previous fleet use), and whether a vehicle has been driven by multiple users. The Advertiser shall ensure that such information should be presented clearly and should not contradict the impression given to consumers by the rest of the Advertisement copy. The Advertiser shall be solely liable for any failure to include material information relating to a vehicle’s history within an Advertisement.
- Subject to Clause 4.11, the Advertiser shall be solely responsible for uploading any images (including photographs and video) and for checking the accuracy of any Advert for errors and amending copy.
- Auto Trader reserves the right in its sole discretion not to include a photograph or video in an Advert. There will be no deduction in the Charges if photographs or videos are not included in an Advert. Auto Trader shall not be liable if the quality and/or colour of any photograph published in an Advert is not acceptable to the Advertiser.
- Auto Trader may receive Materials via such means as specified by Auto Trader from time to time. However, the Advertiser shall submit Materials at its own risk and Auto Trader shall not be liable or responsible for non-receipt or corruption of Materials sent by the Advertiser and/or arising out of any third-party data feed stock errors.
- Where Material is sent by means other than Portal and/or Trader Connect, Auto Trader shall not be liable for:
- the compatibility of third party systems with those of Auto Trader; and/or
- failure by Auto Trader to upload Material to the Auto Trader Platforms at the same frequency as would occur if Material was supplied by the Advertiser via Portal and/or Trader Connect.
- The Advertiser is solely responsible for correctly completing all mandatory data fields for each Advert and for submitting Material to Auto Trader in the correct format as specified and by any deadlines specified by Auto Trader. Auto Trader has no liability in respect of any Advert not appearing on the Auto Trader Platforms where the Advertiser has failed to submit Material in accordance with this clause.
- The Advertiser is prohibited from supplying any contact details, including but not limited to, any telephone numbers or e-mail addresses, website addresses or URLs in additional data fields. Failure to comply with this rule may, at Auto Trader’s sole discretion, result in the removal of all the Advertiser’s Adverts.
- The Advertiser shall ensure that all hyperlinks in an Advert link directly through to the page on the Advertiser’s website displaying the exact vehicle identified in the Advert. Failure to provide direct and correct links may, at Auto Trader’s sole discretion, result in the removal of all the Advertiser’s Adverts.
- Where an Advertiser submits a new [unregistered] vehicle Advert to be published on the Auto Trader Platforms and such Advert does not feature a vehicle image, Auto Trader shall automatically populate such Advert with Manufacturer Images where Manufacturer Images are available for such vehicle, and the Advertiser hereby consents to the inclusion of such Manufacturer Images in such circumstances. The Manufacturer Images will be included by Auto Trader where such Manufacturer Images match the information provided by the Advertiser as part of the Advert, in particular, vehicle make, model, bodystyle, doors, trim and paint colour information. In respect of such automatic incorporation of Manufacturer Images in an Advert, the Advertiser undertakes and agrees that:
- the new vehicle information provided as part of the Advert is complete and accurate in all respects;
- it is solely responsible for checking the Manufacturer Images following inclusion in the Advert to ensure that they closely represent the vehicle being sold by the Advertiser in the Advert and are not misleading in any manner;
- it shall notify Auto Trader immediately if the Manufacturer Images do not closely represent the vehicle being sold by the Advertiser in the Advert and/or are misleading in any manner, and Auto Trader shall be permitted to remove such Manufacturer Images in such circumstances;
- the Advertiser has no rights in the Manufacturer Images and cannot use such Manufacturer Images for any purpose other than is expressly set out in this clause 4.11 or clause 4.13 below; and
- Auto Trader shall be permitted to immediately remove Manufacturer Images from any Advert without notice and without reason.
- In the event that the Advertiser does not consent to the inclusion of Manufacturer Images in an Advert pursuant to these Conditions, it shall notify Auto Trader accordingly and Auto Trader shall remove the Manufacturer Images from the Advertiser’s Advert(s) within a reasonable period of time.
- If Auto Trader, in its sole discretion, allows the Advertiser to use the Manufacturer Images referred to at Clause 4.11 in vehicle advertisements on the Advertiser’s own website, the Advertiser agrees that:
- it shall only be permitted to use such Manufacturer Images on the Advertiser’s own website in accordance with Auto Trader’s reasonable instructions and conditions, and it shall not be able to disclose such Manufacturer Images to any third party or use such Manufacturer Images for any other purpose;
- it shall immediately remove all Manufacturer Images from its website upon notification by Auto Trader;
- no warranties are given by Auto Trader to the Advertiser in respect of the Manufacturer Images (including in respect of any third party rights in such Manufacturer Images) and the Advertiser’s use of the Manufacturer Images shall be at the Advertiser’s sole risk; and
- the Advertiser shall be responsible for any loss suffered by Auto Trader as a result of the Advertiser’s use of the Manufacturer Images in accordance with this clause.
- ADVERTISER’S OBLIGATIONS AND WARRANTIES
- The Advertiser warrants that it shall not:
- upload information to the Portal or the Auto Trader Platforms on any business except its own and shall not otherwise use the Portal, the Auto Trader Platforms or any Product for any business other than its own;
- access any unauthorised areas of the Auto Trader Platforms or Portal;
- reverse engineer, decompile, disassemble or modify the whole or any part of any software (nor attempt to do any of the same) used by the Advertiser about Portal and/or the Auto Trader Platforms (except to the extent permitted by law). The Advertiser shall not use software to access Portal and Auto Trader Platforms without permission and/or use software that will corrupt Portal and/or the Auto Trader Platforms in any way;
- copy, reproduce, redistribute, download, republish, transmit, display, adapt, alter, create derivative works from or otherwise extract or re-utilise any of the contents of the Auto Trader Platforms, including taking screenshots of the Auto Trader Platforms, scraping or caching any of the contents for access by third parties, nor mirror or frame any of the content of the Website nor incorporate it into another website without Auto Trader’s express written permission; and
- upload files to the Auto Trader Platforms that contain a virus and/or corrupted data and/or development code or scripts.
- be permitted to place more than one Advertisement for any one vehicle, product or service on the Websites and the Publisher shall be entitled to remove any Advertisements that duplicate other existing Advertisements on the Websites, at its sole discretion. In relation to vehicles advertised, an Advertisement will be deemed to be a duplication if the make, model, derivative, trim and price of the vehicle advertised on the Websites are all identical to those of another vehicle advertised on the Websites.
- The Advertiser shall keep safe and confidential all passwords, security identification and/or encryption details relating to Portal and/or Auto Trader Platforms and will follow all security instructions issued by Auto Trader from time to time. The Advertiser will promptly update their password details and notify Auto Trader if it believes that any password and/or other security information has been disclosed or is otherwise at risk. The Advertiser is responsible for the security of its account and shall notify Auto Trader of any authorised users and any changes to such users.
- The Advertiser will treat as confidential all information contained in or concerning the Auto Trader Platforms, Portal and/or any Products. The Advertiser will not disclose such information to any third party, except to the extent that:
- it is required to do so by a court or other competent authority if such notice of disclosure as is possible is given to Auto Trader; or
- the information is already, or becomes, public knowledge except by way of any breach of confidence.
- No warranty is given by Auto Trader that the Auto Trader Platforms are free from computer viruses or any other malicious or impairing computer programs and the Advertiser shall report to Auto Trader any suspected faults to Portal and/or the Auto Trader Platforms promptly after such suspected faults come to the Advertiser’s attention.
- The Advertiser shall be solely responsible for obtaining, operating and maintaining all necessary computer hardware, software, modems and telecommunications links which it requires to access and use Portal and/or Trader Connect (where relevant) and the Auto Trader Platforms.
- The Advertiser agrees that any questions and complaints regarding the vehicles offered for sale by the Advertiser on the Auto Trader Platforms are the exclusive responsibility of the Advertiser.
- The Advertiser warrants that:
- it is a motor/vehicle dealer or an advertising agency or other representative acting on behalf of a motor/vehicle dealer for the purposes of the Advertising Agreement and it has (or the relevant motor dealer it is acting on behalf of has) the right to offer for sale any vehicle advertised by it on the Auto Trader Platforms;
- it will only use Portal and Auto Trader Platforms in accordance with these Conditions and the Business Rules and shall only supply Materials which comply in all respects with these Conditions and the Business Rules;
- all Materials are complete, accurate, legal, non-defamatory, decent, honest and truthful and comply with the British Code of Advertising Practice, all other relevant codes under the general supervision of the Advertising Standards Authority and all current relevant legislation and the Advertising Guidelines;
- it shall comply with all current legislation, advertising codes and any other regulatory requirements, including without limitation the Consumer Rights Act 2015, Consumer Protection from Unfair Trading Regulations (in particular, with regard to the misrepresentation of the specification, history or previous usage of a vehicle) 2008 and The UK Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing and the Financial Conduct Authority’s Consumer Credit Sourcebook;
- it contracts with Auto Trader as a principal (notwithstanding that the Advertiser may be acting as an advertising agent or in some other representative capacity) and the Advertiser has the legal right to offer for sale any vehicle, product or service advertised by it on the Auto Trader Platforms;
- where the Advertiser is an advertising agency or another representative, that it is authorised to place the Advert;
- the reproduction and/or publication of any Advert and its content (including but not limited to any Materials contained in the Advert) by Auto Trader and/or the use of the Advertiser’s logo and trade marks on the Auto Trader Platforms will not: breach any contract; infringe any third party Intellectual Property Rights; render Auto Trader liable to any proceedings whatsoever; and/or harm or detriment the reputation of Auto Trader;
- the Advert will not contain any copy photographs or videos by which any living person is or can be identified.
- The Advertiser warrants that it shall not:
- The Advertiser shall pay to Auto Trader the Charges on or before the agreed due date, which shall be 30 days from the date of invoice unless notified otherwise (and subject to clause 10.4 below). Time for payment is of the essence.
- Invoices detailing the Charges will be issued via email or post, to the email or postal address which you have provided to Auto Trader in the process of entering into an Advertising Agreement with Auto Trader, on or around the 1st day of every month. If the Advertiser has not received any invoice from Auto Trader by the 4th day of any month, the Advertiser must notify Auto Trader on or before the 8th day of such month so that a replacement invoice can be sent to the Advertiser. If the Advertiser fails to notify Auto Trader of non-receipt of an invoice within this time period, the invoice shall be deemed received and payment of such invoice shall be due in full in accordance with clause 6.1. (and Auto Trader shall be entitled to all rights and remedies set out in this clause 6, in particular the rights and remedies detailed in clause 6.10). It is the Advertiser’s responsibility to notify Auto Trader in the event that any monthly invoice is not received. For the avoidance of doubt, non-receipt of an invoice shall not release the Advertiser from any payment obligations pursuant to these Conditions.
- The Charges are exclusive of VAT which shall be payable by the Advertiser in addition.
- Where the Advertiser elects for Stock Export, the Advertiser will pay the relevant Charges direct to Auto Trader unless stated otherwise by Auto Trader. Where the Advertiser is required by the Auto Trader to pay the relevant Charges to the third party on whose website the Data is to be published, that third party shall be required to collect and remit those charges to Auto Trader.
- The Advertiser shall pay all sums due to Auto Trader under the Advertising Agreement without any set-off, deduction, counterclaim and/or other withholding of monies. The existence of a query on an individual item in an account shall not affect the due date of payment of the remaining balance in an account.
- If the Advertiser fails to make full payment by the due date, then all monies owing by the Advertiser to Auto Trader shall immediately become due and payable. Payment terms may vary if payment is made by Direct Debit and agreed in writing by Auto Trader. Any discount, which is extended to an Advertiser who pays the Charges by Direct Debit, is at the sole discretion of the Auto Trader and may be withdrawn by the Auto Trader at any time and for any reason.
- In the event the Direct Debit mandate is cancelled by the Advertiser or the Advertiser’s bank, Auto Trader reserves the right to suspend all Products immediately. If the mandate is not reinstated and payment of all outstanding amounts has not been made within 7 days of the cancellation, Auto Trader may continue to suspend the Products or terminate the Advertising Agreement immediately without notice. Auto Trader reserves the right to charge an administration fee, each month, for payments not made by Direct Debit.
- If the Direct Debit mandate is cancelled by the Advertiser or the Advertiser’s bank on two or more occasions in a six month period and/or is repeatedly cancelled, Auto Trader shall be entitled to reduce the credit terms and all monies owing by the Advertiser to Auto Trader shall be due and payable on the date of invoice. In such circumstances a payment card will be required to be stored against the account and payment will be automatically charged.
- Auto Trader shall be entitled to take a 4-week pre-payment from the Advertiser as security against future Charges payable. Where Auto Trader takes a pre-payment, Auto Trader shall be entitled to retain this for a maximum period of 6 months or, until valid termination of the Advertising Agreement and payment of all outstanding sums due to Auto Trader (whichever is the earlier). The pre-payment shall not be used to discharge any Charges due by the Advertiser in respect of Products unless expressly detailed by Auto Trader in writing. The Advertiser shall be liable to pay all Charges to Auto Trader in accordance with clause 6.1 above. Should the Advertiser opt to cancel the Advertising Agreement, the Advertiser will be obliged to pay an administration fee (as determined by Auto Trader) in addition to a further 4 week pre-payment in order to reactivate the Products at a future date.
- When a sum owing has not been received in full by Auto Trader within 30 days from the date of invoice, or within specified terms of contract, Auto Trader shall be entitled (without prejudice to any other right or remedy it may have) to:
- charge the Advertiser interest on any unpaid sums (both before and after judgment) at the current statutory rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 and related secondary legislation as amended or re-enacted from time to time; and
- suspend all products and services (including without limitation the Products) provided to the Advertiser pursuant to any agreement with Auto Trader (or any part of them) until payment has been received in full (including any interest payable pursuant to clause 6.10.1 above).
- If the Advertiser genuinely disputes an invoice, the Advertiser must notify Auto Trader within 7 days of the date of invoice. If the Advertiser fails to notify Auto Trader within this time period, payment in full shall be due and Auto Trader shall have the rights and remedies set out in clause 6.10 above.
- Unless Auto Trader authorises payment to be made by Direct Debit, payment must be sent to the address on the invoice and any payment sent by post shall be at the Advertiser’s sole risk. All cheques must be payable to Auto Trader Limited unless notified otherwise. Auto Trader reserves the right to decide the amount of any credit extended to the Advertiser in its sole discretion and Auto Trader shall be entitled to withdraw credit facilities from the Advertiser at any time without reason.
- If the Advertiser exceeds the stock levels or otherwise exceeds the volume of content agreed in the Advertising Agreement, Auto Trader shall be entitled to recalculate the Charges due by the Advertiser in respect of such Advertising Agreement and any additional charges shall be payable by the Advertiser immediately.
- Auto Trader will under no circumstances be liable to refund all or any part of the Charges (including but not limited to any pre-payment) in the event of the suspension of any Products and/or cancellation or termination of the Advertising Agreement (for any reason).
- ADVERTISING CHARGES
- Auto Trader shall have the right to change the Charges at any time and for any reason on not less than 7 days’ written notice to the Advertiser , after which the amended Charges shall apply.
- INTELLECTUAL PROPERTY RIGHTS
- The Advertiser grants Auto Trader a non-exclusive, irrevocable, perpetual, worldwide and royalty free licence to:-
- use, process, analyse, publish, reproduce and share the Data and Materials with third parties;
- create, use and publish any derivatives of the Data or the results of any analysis of the Data for any purpose, including within other products and to share the same with other customers of Auto Trader and third parties in both aggregated and non-aggregated form.
- The creation and analysis of Data may require the enhancement, filtering, amendment and/or alteration of the Stock Information which may require Auto Trader’s use or the incorporation of third party material used under licence by Auto Trader. Therefore, both Auto Trader and/or its licensors may acquire Intellectual Property Rights in the Data.
- The Advertiser acknowledges that in the event Auto Trader alters the Stock Information provided by the Advertiser and/or creates or incorporates Supplemental Information to enhance the Stock Information then the Data shall become a work of joint copyright co-owned by the Advertiser and Auto Trader. To the extent that any such joint Intellectual Property Rights are not automatically vested in Auto Trader, the Advertiser hereby assigns to Auto Trader all such rights.
- The Advertiser acknowledges and agrees that all trademarks, names or logos of Auto Trader (including without limitation the trade mark “Auto Trader”) and all Intellectual Property Rights in the Auto Trader Platforms (including the content and Auto Trader’s database of vehicles) together with all goodwill arising out of or in connection with these, belong to Auto Trader and/or its licensors (as appropriate) and nothing in the Advertising Agreement confers on the Advertiser any licence or right to use the same except as expressly set out in the Advertising Agreement.
- The Advertiser acknowledges and agrees that all Intellectual Property Rights related to, embodied by or incorporated in the Off Site Link Stock Page belong to the Auto Trader and/or its licensors (as appropriate). The Auto Trader grants the Advertiser a personal, non-exclusive, revocable licence to use the Off Site Link Stock Page subject to the payment of the relevant Charges.]
- The Advertiser warrants that it has all necessary rights, licences and consents for Auto Trader to publish and/or use Materials as part of an Advert in accordance with this Advertising Agreement.
- Auto Trader has no liability or responsibility of any kind for the accuracy or content of any information or any other aspect of any third party website (including but not limited to Partner Websites) and the inclusion of hypertext links to such websites does not imply any endorsement of the material contained on such websites or of the owners.
- Hypertext links to the Auto Trader Website on non-consumer facing sites only may be made without the need for Auto Trader’s written consent, provided there is no express or implied endorsement or sponsorship of the Advertiser, its commercial entity or any other website by Auto Trader. Auto Trader may at any time and for any reason require the Advertiser to remove any hypertext links to the Auto Trader Website or the Auto Trader Platforms from any website controlled by the Advertiser.
- Auto Trader is permitted to reproduce and publish (or to permit the same) all or any part of any Adverts or any analysis derived from those Adverts (including without limitation the reproduction and publication of copy, artwork, videos and photographs and other materials) and to include and/or share them on the Auto Trader Platforms and Partner Websites and within other Auto Trader products and with other third party partners.
- The Advertiser agrees that it will give all necessary assistance to Auto Trader and complete all acts as may reasonably be required by Auto Trader to enable it to protect and enforce its Intellectual Property Rights and those of its licensees against third parties.
- The Advertiser grants Auto Trader a non-exclusive, irrevocable, perpetual, worldwide and royalty free licence to:-
- PROTECTION AND CREDIT REFERENCE CHECKS
- The Advertiser and Auto Trader warrants to the other that it shall comply with the provisions of the Data Protection Act 2018, the General Data Protection Regulations, and any amendments, updates or successors, laws and regulations to these; in so far as the Advertising Agreement relates to or involves the processing of Personal Data (as defined in the Data Protection Act 2018).
- Auto Trader may disclose any information that it collects to other companies within its group, to third parties whose products and/or services Auto Trader think may be of interest to the Advertiser, to credit reference agencies, finance companies, fraud prevention agencies, the police, the Financial Conduct Authority and/or any other regulatory authorities.
- The Advertiser acknowledges and agrees that in entering the Advertising Agreement, Auto Trader may carry out credit reference checks on the Advertiser and/or any individual employed or otherwise engaged by the Advertiser. Auto Trader reserves the right, at its sole discretion, to refuse to provide any products or services to the Advertiser, including without limitation any Products, if in Auto Trader’s sole opinion any credit reference results are unsatisfactory
- CANCELLATION AND TERMINATION
- The Advertising Agreement shall continue in force unless or until terminated by either party in accordance with these Conditions.
- Subject to clause 10.3 and clause 10.4 below, the Advertiser shall be entitled to terminate the Advertising Agreement, downgrade the Package or cancel all or any Additional Products by giving notice in accordance with this clause 10.2. The Advertiser should telephone Auto Trader on 0345 111 0002 to inform them of its intentions. If, having made such phone call to Auto Trader, the Advertiser continues to want to terminate the Advertising Agreement, downgrade the Package or cancel all or any of the Additional Products the Advertiser shall give not less than 30 days’ notice by either by email to email@example.com or otherwise in writing to Auto Trader sent to: Auto Trader Limited, Cancellations Dept, 1 Tony Wilson Place, Manchester M15 4FN. Any notice must state the Advertiser’s account number and the exact Products being terminated (where applicable). It is a condition of the Advertising Agreement that any attempt to terminate the Advertising Agreement verbally shall be ineffective.
- The Advertiser is solely responsible for ensuring that Auto Trader receives any notice of cancellation or termination or any other items sent to Auto Trader in connection with this Advertising Agreement. Receipt by Auto Trader will only be confirmed when Auto Trader sends written confirmation to the Advertiser.
- Upon receiving confirmation of an Advertiser’s intended termination of its Advertising Agreement pursuant to clause 10.2 above, Auto Trader reserves the right to issue a final invoice to the Advertiser for all outstanding amounts pursuant to the Advertising Agreement within 2 working days of the date such termination becomes effective (which shall be 30 days following the Advertiser’s notice to terminate pursuant to clause 10.2 above). Notwithstanding clause 6.1 above, such invoice shall be immediately due and payable on the date of such invoice.
- In the event the Advertiser breaches payment terms and/or where the Advertiser has chosen a pre-payment option and the pre-paid funds are insufficient to cover the Advertiser’s accrued sum of Charges, Auto Trader shall be entitled to serve a formal Notice of Termination of the account in writing, allowing the Advertiser 7 days to remedy any such breach and/or deficient funds. This is without prejudice to any other rights available to Auto Trader.
- Auto Trader shall be entitled to terminate the Advertising Agreement and/or the provision of any Products at any time on 7 days’ written notice to the Advertiser for convenience.
- Auto Trader shall be entitled at its sole discretion to immediately suspend or terminate the Advertising Agreement or any Products on the giving of notice by telephone, email or by letter to the Advertiser where:
- the Advertiser breaches the terms of the Advertising Agreement (and, if the breach is capable of remedy, has not remedied the breach within 30 days of receiving notice requiring the breach to be remedied);
- the Advertiser commits a material breach of the Advertising Agreement;
- the Advertiser persistently breaches any one or more terms of the Advertising Agreement;
- the Advertiser is in breach of any other agreement with Auto Trader and/or is in legal proceedings with Auto Trader in respect of any other agreement;
- the Advertiser ceases, or threatens to cease, to carry on its business;
- the Advertiser is or is deemed to be unable to pay its debts as they fall due or is insolvent, suspends making payments on any debts or announces an intention to do so, is declared bankrupt, convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement or for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or a receiver, administrator, administrative receiver, trustee or other similar officer is appointed over any of its property or assets or a meeting is convened for the purpose of considering a resolution or other steps are taken for winding up the Advertiser (whether by the presentation of a winding up petition or otherwise or for the making of an administration order (other than for the purposes of solvent amalgamation or reconstruction) or any similar action or steps are taken in any jurisdiction in relation to any of the above;
- the Advertiser is refused credit by Auto Trader and/or another company within the Auto Trader Group;
- Auto Trader receives persistent complaints about Adverts placed by the Advertiser and/or regarding the Advertiser’s business practices;
- the Advertiser commits a criminal offence (other than a road traffic offence that does not carry a custodial sentence) and/or any offence which involves fraud or dishonesty;
- the Advertiser acts in a way which exposes Auto Trader and/or any users of the Auto Trader Platforms to financial loss and/or legal liabilities and/or in a way which Auto Trader reasonably believes may be detrimental to the reputation and/or business of Auto Trader and/or any other company in the Auto Trader’s Group;
- in the reasonable opinion of Auto Trader, the Advertiser and/or its employees have been abusive to Auto Trader’s staff or Auto Trader receives a complaint from a third party regarding the Advertiser’s conduct in the sale of an advertised vehicle;
- the Advertiser has provided false information, opened an account with Auto Trader in another individual’s name or has otherwise acted dishonestly in their dealings with Auto Trader; and/or
- the Advertiser or someone associated with the Advertiser has used the Products, the Auto Trader Platforms and/or the Portal illegally or fraudulently.
- Auto Trader, in its reasonable opinion, deems the Advertiser to be associated or otherwise connected with another Auto Trader account which is currently in breach of its payment terms pursuant to these Conditions.
- Auto Trader may at its sole discretion immediately suspend provision of a Product, terminate or downgrade the Advertiser’s Package and/or remove any or all Adverts submitted by the Advertiser from the Auto Trader Platforms, where:
- the Advertiser fails to comply or, Auto Trader reasonably suspects the Advertiser is not complying, with the Advertising Guidelines, clause 5.1 and/or clause 5.7; and/or
- any competent law enforcement or compliance authority instructs, advises or makes a recommendation to Auto Trader to take down any of the Advertiser’s content and/or suspend the delivery of any of the Products to the Advertiser.
- Termination of the Advertising Agreement shall be without prejudice to any rights accrued by Auto Trader prior to termination and the Advertiser shall repay Auto Trader on a full indemnity basis for all costs and expenses (including administration and legal costs) incurred by Auto Trader if the Advertiser changes address and fails to notify Auto Trader and/or in recovering any sums due to it under the Advertising Agreement.
- LIABILITY AND INDEMNITY
- Auto Trader shall provide the Products with reasonable care and skill and in a professional and timely manner. Any Adverts on the Auto Trader Platforms created by or on behalf of Auto Trader, shall be designed materially in accordance with the Materials. However, the Advertiser acknowledges and accepts that it is technically impossible to provide the Auto Trader Platforms, the Portal and the Products free of faults, interruptions or errors and that Auto Trader does not undertake to do so. Auto Trader shall have no responsibility or liability arising out of or about any communications or network defects, delays or failures (whether temporary or otherwise) (a) experienced by the Advertiser or any third party while accessing any Auto Trader Platform and/or Portal; and/or (b) which impact on any Product.
- Where Auto Trader is transferring Advertiser information to any third party about any Product, including but not limited to owners of the Partner Websites, Auto Trader will use its reasonable endeavours to transfer such information accurately and without corruption or errors. However, the Advertiser acknowledges that it is technically impossible to guarantee continuity of service or corruption-free or error-free transfer. Auto Trader’s sole liability about this clause is to liaise with the relevant third party and to re- transfer the relevant information.
- Any credits offered to the Advertiser in respect of faults in the operation of the Auto Trader Website affecting the Products shall only be payable by Auto Trader at its sole discretion [and in any event for a maximum period of four weeks unless there is proven to be (to Auto Trader’s reasonable satisfaction) an ongoing fault.]
- From time to time, Auto Trader will need to carry out maintenance work on its equipment and systems, and shall use its reasonable endeavours to ensure that, in doing so, reasonable notice is given and minimum disruption to the Auto Trader Platforms and/or the Portal is caused. However, the Advertiser acknowledges that Auto Trader cannot guarantee that the Auto Trader Platforms and/or the Portal will be continuously available. For the avoidance of doubts, no credits shall be offered to the Advertiser in respect of interruptions to the Auto Trader Platforms and/or the Portal arising as a result of maintenance work and/or due to circumstances outside of Auto Trader’s reasonable control.
- The Advertiser acknowledges that where Auto Trader has transferred or otherwise transfers information to and/or an Advert is placed on a third party website (including without limitation a Partner Website) display of any such information and/or Advert on the third party website is the responsibility of the relevant third party and Auto Trader has no responsibility for the acts and/or omissions of the third party in question (including but not limited to any failure by the third party to place an Advert on its website and/or any disruption to the third party website). The Advertiser shall promptly notify Auto Trader if the agreement between the Advertiser and any such third party is terminated whereupon Auto Trader shall be entitled to cease to transfer information to such third party.
- Auto Trader does not monitor or control and shall not be responsible for the content of Adverts or the Advertiser’s rights in or to the Materials. The Advertiser agrees that such matters are its sole responsibility.
- Adverts placed in Portal will automatically expire after 180 days of no changes or amendments are made to the Advert.
- Subject to clause 11.9 below, Auto Trader shall not be liable to the Advertiser:
- for any loss or damage suffered by the Advertiser arising out of or about any total or partial failure to publish an Advert and/or for removing any Materials or Data from the Auto Trader Platforms and/or Portal;
- for any loss or damage suffered by the Advertiser arising out of or about a failure by the Advertiser to keep safe and confidential all passwords, security identification and/or encryption details. The obligation to keep details secure includes the requirement that the Advertiser only submits its details to access the Auto Trader log in page that uses Extended Validation SSL;
- in contract, tort (including without limitation negligence), statutory duty or otherwise arising out of or about the Advertising Agreement for:
- consequential, indirect or special loss or damage; or
- any loss of goodwill or reputation;
- loss of contracts, business and/or opportunity;
- loss of profits;
- loss of revenue or anticipated savings;
- business interruptions;
- loss of or corruption to data howsoever caused (including caused as a result of e-crime attacks by third parties) and/or
- any economic and/or other similar losses;
and in each case such liability is excluded whether it is foreseeable, known, foreseen or otherwise and whether such losses are direct, indirect, consequential or otherwise;
- for any loss or damage suffered by the Advertiser arising out of or about the incorporation by Auto Trader of any Manufacturer Advert pursuant to these Conditions; and
- unless a claim is brought by the Advertiser against Auto Trader within 3 months of the date of the cause, or first in the series of causes of related events, giving rise to the claim.
- Subject to clause 11.9 below, the total aggregate liability of Auto Trader in contract, tort (including without limitation negligence), statutory duty or otherwise (unless otherwise excluded), in respect of all claims arising under or in connection with the Advertising Agreement shall not exceed 125% of the monthly charge paid for the Package.
- Nothing in the Advertising Agreement shall exclude or restrict any liability Auto Trader may have for death or personal injury caused by its negligence, for fraudulent misrepresentation and/or for any other liability which it is not permitted to exclude by law.
- Any warranties, terms or conditions of any kind whether express or implied, statutory or otherwise, including without limitation, implied terms of satisfactory quality or fitness for purpose, are hereby expressly excluded fully permitted by law.
- The Advertiser shall indemnify and keep Auto Trader fully indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising out of or in connection with any breach of the Advertising Agreement by the Advertiser, any third party complaints or claims brought against Auto Trader in respect of any Advert or Materials, any claim that the use by Auto Trader of any Materials infringes any third party Intellectual Property Rights or other third party rights and/or any third party claim against Auto Trader relating to the sale or purported of a vehicle by the Advertiser including where the Advertiser has failed to fulfil any offer accepted by it.
- Without prejudice to the liability of the Advertiser to pay the relevant Charges for any Advertising Agreement in full by the relevant due date, in the event of any error, misprint or omission in an Advert, Auto Trader may at its sole discretion, either amend the relevant part of the Advert or refund or adjust the Charges. No amendment, refund or adjustment to the Charges will be made where in Auto Trader’s sole opinion the error, misprint or omission does not materially detract from the Advert or where it arises because of incorrect or inadequate information provided by the Advertiser.
- FORCE MAJEURE
- Auto Trader shall not be liable to the Advertiser and/or be deemed to be in breach of the Advertising Agreement by reason of any delay in performing and/or any failure to perform its obligations under the Advertising Agreement if the delay and/or failure is due to any cause beyond Auto Trader’s reasonable control (including but not limited to any act of God, lock out or other industrial action, governmental action or restriction, war, terrorism, cyber-attack, fire, flood, infrastructure failure, power failure, strike or civil commotion, interruptions in electrical or telecommunications services or delays or failures of the internet or other communications systems necessary for the provision of the Products) and time for performance of that obligation shall be extended accordingly.
- TRADE ADVERTS
- It is the responsibility of the Advertiser to make it clear in any Advert and on its website, that the Advertiser is not a private seller and is selling goods in the course of a business in compliance with the Consumer Protection from Unfair Trading Practices Regulations 2008 and the Consumer Rights Act 2015. Failure to comply is an offence for which the Advertiser may be prosecuted.
- The Advertiser is not permitted to place any Adverts as private adverts and/or otherwise pass itself off as a private seller. Auto Trader may at its sole discretion remove any Advert that has been placed as private by an Advertiser who Auto Trader reasonably believes is selling a vehicle in the course of a business. In such circumstances, the Advertiser will not be entitled to any refund for the Advert in question and may be charged an administration fee by Auto Trader.
- The Advertising Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, arrangements, statements and understandings between the parties relating to the subject matter of the Advertising Agreement. Each party acknowledges that it has not entered the Advertising Agreement in reliance upon any representation not expressly set out in the Advertising Agreement and neither party shall be liable in respect of any representation made prior to and not contained in the Advertising Agreement. Nothing in these Conditions shall exclude or limit Auto Trader’s liability for fraudulent misrepresentation.
- The Advertising Agreement is personal to the Advertiser, and the Advertiser may not assign or transfer the Advertising Agreement without the prior written consent of Auto Trader. Auto Trader reserves the right to assign or subcontract the Advertising Agreement and any of its rights and obligations under the Advertising Agreement to a third party.
- Where two or more persons are named on the Advertising Agreement as the Advertiser, their liability shall be joint and several.
- Except as set out in these Conditions, no variation of the Advertising Agreement shall be binding unless agreed in writing and signed by an authorised representative of Auto Trader
- No failure or delay by Auto Trader to exercise any right or remedy under the Advertising Agreement shall constitute a waiver of that right or remedy nor shall it prevent or restrict the further exercise of that right or remedy. . No single or partial exercise by Auto Trader of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- If any provision of the Advertising Agreement is found by any competent authority to be invalid, unlawful or otherwise unenforceable then such provision shall be severed from the remaining provisions in the Advertising Agreement which shall continue to be valid and enforceable fully permitted by law.
- Nothing in the Advertising Agreement shall confer any rights or benefits, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the Advertiser and Auto Trader.
- The Advertising Agreement shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.