Main Advertising Terms and Conditions
Last updated: 1st April 2022
Please read these Conditions carefully as they govern the provision of advertising products by Auto Trader to you.
Your attention is drawn to Clause 12 (Liability and Indemnity).
Please read these Conditions in conjunction with the relevant Business Rules that set out further terms relating to the provision of specific Auto Trader products, which are incorporated into our agreement with you.
- DEFINITIONS AND INTERPRETATION
“Additional Products” means any Products purchased by an Advertiser from time to time, in addition to those included within the Package;
“Advert” or “Advertisement” means any advertisement of a vehicle (in whatever form) that is published on the Auto Trader Platforms;
“Advert Data” means information and/or content in any format uploaded to Portal or otherwise provided by the Advertiser to Auto Trader for inclusion in an Advert, including any information about the vehicle, specification, copy, artwork, text, data, photographs, slides and/or video clips;
“Advertiser” means the person, firm or company who enters the Advertising Agreement with Auto Trader (who is not a private seller);
“Advertiser and Stock Information” means information regarding the Advertiser, the Stock Information and any other information which is uploaded to Portal or otherwise communicated or made available by the Advertiser to Auto Trader for the purposes of the Advertising Agreement (excluding the Advert Data);
“Advertising Agreement” means the agreement between Auto Trader and the Advertiser for the purchase and supply of the Package and (as applicable) any Additional Products, which shall incorporate these Conditions and all relevant Business Rules;
“Advertising Guidelines” means the guidelines imposed by Auto Trader which all Adverts must comply with, as set out at https://trade.autotrader.co.uk/terms-and-conditions/advertising-guidelines;
“AT Analytics Data” means any data and/or analysis obtained, collated, observed and/or created by Auto Trader based on the Advertiser’s performance, the Advertiser’s activity on the Auto Trader Platform, Adverts on Auto Trader, the Advertiser and Stock Information, market trends and other information available to Auto Trader, which may be shared with other third parties or used by Auto Trader for any purpose;
“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 specific Products, as may be amended from time to time;
“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 these Main Advertising Terms & Conditions, as may be amended from time to time;
“Content Standards” means the standards imposed by Auto Trader which all Advert Data must comply with, as set out at https://trade.autotrader.co.uk/terms-and-conditions/content-standards;
“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) (all as amended, updated or re-enacted from time to time); The terms “controller”, “processor”, “Personal Data” and “processing shall have the meaning set out in the Data Protection Laws (and “process” and “processed” shall be construed accordingly);
“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 4.10 (in response to information provided by the Advertiser) with the following disclaimer: "Images are for illustrative purposes only";
“Order Confirmation” means the order communication sent by Auto Trader to the Advertiser confirming details of the Advertiser’s order for the Package;
“Order Variation” means the form detailing changes requested by the Advertiser to the Advertising Agreement to add or remove Additional Products and/or upgrade or downgrade their Package;
“Package” means the package of Products which the Advertiser subscribes to, including any Products provided by Auto Trader to the Advertiser in addition to the Products that the Advertiser expressly subscribes to, as set out in the Order Confirmation or (as applicable) as amended from time to time in accordance with any Order Variation;
“Partner Website” means any third-party website or digital platform on which an Advert is to be placed as solely to be determined by Auto Trader;
“Portal” means the digital platform supplied by Auto Trader for Advertisers to manage their Adverts, Stock Information and account;
“Products” means the advertising and other products or services supplied to the Advertiser by Auto Trader either within a Package or as Additional Products, as may be amended by Auto Trader from time to time;
“Required Notice Period” shall have the meaning set out in clause 2.4;
“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 Portal or otherwise communicated or made available to Auto Trader;
“Supplemental Information” means information provided by Auto Trader to supplement and enhance the Stock Information, including verification, enhancement or amendment of the Stock Information; and
“UK GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018; and
“Valuation Data” means any vehicle valuation data obtained, collated, observed and/or created by Auto Trader (including, but not limited to, part-exchange valuation data, trade valuation data and retail valuation data), which is communicated or made available to the Advertiser by Auto Trader, via Portal or otherwise, as part of the Package.
- 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”, “such as” 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.
- With the exception of Clause 2.4 below (in respect of which the Conditions shall take precedence over the Order Variation, Order Confirmation and Business Rules), 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
- “Additional Products” means any Products purchased by an Advertiser from time to time, in addition to those included within the Package;
- ADVERTISING AGREEMENT
- Each order by an Advertiser 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. It is the Advertiser’s responsibility to read the relevant 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, at which point a binding contract will come into existence between the Advertiser and Auto Trader.
- The Advertiser shall ensure that the terms of its order are complete and accurate. If changes are required, the Advertiser should inform Auto Trader promptly as detailed on the Order Confirmation or Order Variation.
- Auto Trader shall give the Advertiser at least 15 days’ notice (“Required Notice Period”) of any changes to these Conditions or the Business Rules, by email or other durable medium. The Advertiser may choose to terminate their Advertising Agreement, or to terminate their subscription for the relevant Product to which the relevant Business Rules relate (as applicable), by giving notice in writing to Auto Trader (including by email) before the expiry of the Required Notice Period, allowing 48 hours for the termination request to be processed by Auto Trader. Auto Trader shall not be required to give the Required Notice Period (and the Advertiser shall not have a corresponding right to terminate the Advertising Agreement or Product, as applicable) where Auto Trader makes a change to these Conditions or the Business Rules due to a legal or regulatory obligation or in exceptional circumstances in order to protect the Auto Trader Platform or its customers from an unforeseen and imminent danger (such a data breach or cybersecurity risk).
- 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 and (as applicable) any Order Variation.
- In consideration of payment of the Charges by the Advertiser in accordance with Clause 7, 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 or downgrade 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 11.2.
- Auto Trader reserves the right to make changes to any Product(s) at any time and, where such changes warrant a change to the terms of the Advertising Agreement, Auto Trader shall notify the Advertiser in accordance with Clause 2.4. The notice requirements shall not apply where Auto Trader makes a change to any Product to reflect changes in relevant laws and regulatory requirements and/or to implement technical adjustments and improvements, for example to address a security threat or to make changes to the appearance and functionality of the Auto Trader Platform (including changes to the Advertisement layout and the addition of functionality and content, such as the inclusion of badges, markers or other display techniques to highlight elements of the Advertiser’s service or goods).
- Where the Advertiser subscribes to certain Products, the Advertiser is allowed to advertise relevant ancillary goods and services on the Auto Trader Platform in accordance with the relevant Business Rules for such Products (for example, Dealer Finance, Home Delivery, etc). Advertisers are not allowed to advertise their own ancillary goods and services through the Auto Trader Platform, except where they subscribe to the relevant Product.
- Auto Trader may from time to time carry out testing or trials using selected Advertisers in connection with existing Products or potential new products and services. Due to the nature of some tests/trials, in particular where Auto Trader is analysing Advertiser responsiveness in connection with certain products or services, it may not always be possible to notify the participating Advertisers that they are involved in a test or trial until such test or trial has finished. However, Auto Trader shall not carry out such tests or trials in any manner so as to disrupt an Advertiser's day to day business activities on Portal.
- Auto Trader may communicate or make available certain elements of the AT Analytics Data and/or the Valuation Data to the Advertiser (via Portal or otherwise, as part of the Package). Where Auto Trader provides any AT Analytics Data and/or Valuation Data as part of a Package, such AT Analytics Data and Valuation Data is based on the information that Auto Trader has available to it at the relevant time, and constitutes Auto Trader’s own interpretation of market conditions, pricing observations and/or an Advertiser’s performance, amongst other factors, at such time. It is therefore not necessarily representative of the whole UK automotive market at the time such AT Analytics Data and/or Valuation Data is accessed by the Advertiser. The AT Analytics Data and Valuation Data will be updated or corrected from time to time to reflect changes in market conditions. Accordingly, the AT Analytics Data and Valuation Data is provided for the Advertiser’s general information and guidance purposes only and it is not intended to amount to advice on which the Advertiser should rely. As such, Auto Trader will not be liable for any loss or damage whatsoever that the Advertiser suffers as a result of its use of or reliance on the AT Analytics Data and/or Valuation Data.
- The AT Analytics Data and Valuation Data shall at all times remain Auto Trader’s confidential and proprietary information. In respect of any elements of the AT Analytics Data and/or the Valuation Data which Auto Trader communicates or make available to the Advertiser (via Portal or otherwise, as part of the Package), Auto Trader grants the Advertiser a limited licence to access and use the AT Analytics Data and the Valuation Data solely for the Advertiser’s own internal business purposes and for the term of the Advertising Agreement. The Advertiser is not permitted to: (i) publish the AT Analytics Data (or any part of it) and/or the Valuation Data (or any part of it) on the Advertiser’s or any third party website (with the exception only of Valuation Data which is part exchange data, as such part exchange data may be made available by the Advertiser to its consumers as part of the standard part exchange process); (ii) share, publish, copy, adapt, distribute or re-sell the AT Analytics Data (or any part of it) and/or Valuation Data (or any part of it); or (iii) use the AT Analytics Data and/or Valuation Data for any purpose other than as expressly permitted by the Advertising Agreement.
- CONTENT FOR ADVERTISEMENTS
- The Advertiser is solely responsible for correctly completing all mandatory data fields for each Advert and for submitting the Advert Data 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 the Advert Data in accordance with this clause. Further, the Advertiser acknowledges that the creation of Adverts may require the enhancement and/or alteration of the Stock Information (and therefore the corresponding Advert Data) by way of Auto Trader’s use or the incorporation of Supplemental Information by Auto Trader.
- Without prejudice to the generality of Clause 4.13 below, it is the Advertiser’s sole responsibility to ensure that each Advertisement contains a clear statement of all material information relating to a vehicle which may influence a consumer’s decision to purchase the vehicle. Such material information shall include: (i) either confirming that the vehicle’s advertised selling price includes all associated fees relating to buying the vehicle, or otherwise clearly stipulating any compulsory additional charges consumers must pay to buy the vehicle in addition to the vehicle’s advertised selling price, and clearly communicating that any value-add products the Advertiser offers are optional, and (ii) 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 all 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 within an Advertisement and the inclusion of any such material information which is incorrect or inaccurate.
- Subject to Clause 4.10, 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 the Advert Data via such means as specified by Auto Trader from time to time. However, the Advertiser shall submit the Advert Data at its own risk and Auto Trader shall not be liable or responsible for non-receipt or corruption of the Advert Data sent by the Advertiser and/or arising out of any third-party data feed stock errors.
- Where the Advert Data is sent by means other than Portal, 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 the Advert Data to the Auto Trader Platforms at the same frequency as would occur if the Advert Data was supplied by the Advertiser via Portal.
- The Advertiser is prohibited from supplying (as part of the Advert Data) 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 included as part of the Advert Data 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.
- 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 (where such registration number exists). 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.
- Where an Advertiser submits Advert Data relating to a new unregistered vehicle to be published on the Auto Trader Platforms and such Advert Data does not feature a vehicle image, Auto Trader shall automatically populate the relevant 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 Data, in particular, vehicle make, model, body style, doors and trim 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 Data 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 4.10 or Clause 4.12 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 at Clause 4.10 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.
- Auto Trader may refuse to publish an Advert and/or, edit or require an Advert to be amended so as: (i) to comply with legal or moral obligations placed on either party; (ii) 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; (iii) to respond to any complaints; (iv) to correct typographical errors or technical inaccuracies that may appear from time to time; and/or (v) for any other technical and/or quality reasons.
- The Advertiser shall not be permitted to place more than one Advertisement for any one vehicle on the Auto Trader Platforms and Auto Trader shall be entitled to remove any Advertisements that duplicate other existing Advertisements on the Auto Trader Platforms, at its sole discretion. An Advertisement will be deemed to be a duplication if the make, model, derivative, trim and price of the vehicle advertised on the Auto Trader Platforms are all identical to those of another vehicle advertised on the Auto Trader Platforms.
- Each Advert may only feature a single vehicle and referring to more than one vehicle in any Advert is not permitted. The content of an Advert must only relate to the vehicle being advertised and should not refer to other products and services offered by the Advertiser. The provision of information in an Advert relating to vehicles, products and/or services other than the single vehicle being advertised shall be deemed by Auto Trader to be misleading information.
- Auto Trader may, at its sole discretion, immediately 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 has failed to comply, with the Advertising Guidelines, the Content Standards and/or any of these Conditions;
- the Adverts contain, or Auto Trader reasonably suspects the Advert contains, misleading information;
- any Product(s) (including, for the avoidance of doubt, any Advertisement enhancement features and/or functionality of the Auto Trader Platform) which is applied to the Advertiser’s Adverts has been used by the Advertiser to present misleading information on any Advert; 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.
- Auto Trader will use reasonable endeavours to publish Adverts within 24 hours of an Advertiser submitting the Advert Data, 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.
- The Advertiser agrees that Auto Trader may reproduce and publish (or 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/or within other Auto Trader products.
- Auto Trader may reproduce and publish (or permit the same) all or any part of any Adverts (including, without limitation, any copy, artwork, videos, photographs and other materials) and include and/or share them on the Partner Websites.
- 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.
- When a visitor to the Auto Trader Platform searches for a vehicle, the Adverts that are returned on the search results page are automatically ranked according to Advert quality, relevance to the visitor’s search parameters and the visitor’s behaviours on the Auto Trader Platforms. The exception to this is where an Advertiser pays additional fees to ensure that their Adverts rank more prominently in search results, which may include the purchase of a sponsored search position, which enables Advertisers to display Adverts in a fixed position on the search results pages).
- ADVERTISER’S OBLIGATIONS AND WARRANTIES
- The Advertiser warrants that it shall not:
- upload information to Portal or the Auto Trader Platforms relating to any business except its own and shall not otherwise use 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 in relation to 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 Auto Trader’s 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 Auto Trader Platforms nor incorporate it into another website without Auto Trader’s express written permission;
- upload files to the Auto Trader Platforms that contain a virus and/or corrupted data and/or development code or scripts; and/or
- block or otherwise restrict the ability of Auto Trader to contact the Advertiser for account management purposes via email and/or telephone.
- The Advertiser is responsible for the security of its account which enables access to Portal and/or the Auto Trader Platforms. The Advertiser shall:
- keep safe and confidential all passwords, security identification and/or encryption details relating to Portal and/or the Auto Trader Platforms and will follow all security instructions issued by Auto Trader from time to time;
- 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;
- nominate a primary account contact who shall be responsible for determining the access levels which the Advertiser’s authorised users shall have to the different areas of Portal and/or the Auto Trader Platforms, taking into account the Advertiser’s business requirements (and such primary account contact shall also be permitted to delegate such ability to determine the access levels where necessary);
- notify Auto Trader of the identity of the primary account contact and all authorised users and promptly notify Auto Trader of any changes to such primary account contact/users;
- in nominating the primary account contact and in establishing the access levels which the Advertiser’s authorised users shall have to the different areas of Portal and/or the Auto Trader Platforms (including the ability to determine access levels, where such ability has been delegated), apply a reasonable standard of care taking into account the type of information which can be accessed and the actions which can be undertaken by such primary account contact/users;
- immediately remove access to Portal and/or the Auto Trader Platforms to any users no longer authorised by the Advertiser to have such access;
- maintain clear and up to date records of the permissions and levels of access granted to all users; and
- regularly review the role of the primary account contact, the authorised users and the levels of access granted to such users to ensure they remain appropriate for the type of information which can be accessed and the actions which can be undertaken.
- The Advertiser will treat as confidential all information contained in or concerning the Auto Trader Platforms, Portal, any Products, AT Analytics Data and Valuation Data. 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 (and such notice of disclosure shall be given to Auto Trader, where permitted); 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. 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. 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.
- 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 (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 sole responsibility of the Advertiser.
- The Advertiser warrants that:
- it is a motor/vehicle dealer advertising on the Auto Trader Platforms on its own behalf (except where, at Auto Trader’s complete discretion, Auto Trader allows an advertising agency to act on behalf of a motor/vehicle dealer(s) for the purposes of the Advertising Agreement, pursuant to a separate contract between Auto Trader and the advertising agency). For the avoidance of any doubt, except for the circumstances referred to in this clause, motor/vehicle dealers are not permitted to advertise on the Auto Trader Platform on behalf of any third party. Auto Trader reserves the right to carry out checks in respect of the Advert Data and/or the Advertiser and Stock Information to ensure compliance with this clause 6.7.1, including (without limitation) carrying out checks to identify whether any vehicle being advertised on the Auto Trader Platforms is owned, or being advertised elsewhere, by a third party dealer;
- it has (or, in the case of an advertising agency referred to in clause 6.7.1, 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;
- where the Advertiser is an advertising agency as referred to in clause 6.7.1, it is authorised to place the Advert on the Auto Trader Platform;
- it will immediately inform Auto Trader if its legal or organisational status changes at any time during the term of the Advertising Agreement (for example, from a limited liability company to a sole trader or vice versa; or from a franchise to an independent or vice versa), as this may have an impact on which stock offers the Advertiser is eligible for;
- it will only use Portal and Auto Trader Platforms in accordance with these Conditions and the Business Rules and shall only supply Advert Data and Advertiser and Stock Information which complies in all respects with these Conditions and the Business Rules;
- all Advert Data is 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;
- all Advert Data shall comply with the Content Standards;
- it has and shall maintain all necessary licences, permissions and consents which may be required in order to share the Advert Data with Auto Trader, and for such Advert Data to be used and published by Auto Trader, for the purposes of and in accordance with the Advertising Agreement;
- 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;
- the reproduction and/or publication of any Advert and its content (including but not limited to any Advert Data 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; and
- the Advert will not contain any copy photographs or videos by which any living person is or can be identified.
- The Advertiser shall ensure that it provides Auto Trader with the Advertiser’s correct contact details and shall promptly notify Auto Trader of any changes to such contact details.
- The Advertiser warrants that it shall not:
- PAYMENT AND CHARGES
- 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 11.4 below). Time for payment is of the essence.
- Invoices detailing the Charges will be issued via email, to the email address which the Advertiser has 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. The Advertiser shall ensure that it provides an appropriate and accurate email address for receiving such invoices and that such email mailbox is regularly monitored. The Advertiser shall notify Auto Trader promptly of any change to this email address. Advertisers who have had a continuing Advertising Agreement with Auto Trader from before 1st January 2021 may opt-out of email invoices and in such case invoices detailing the Charges will be issued via post to the postal address which the Advertiser has 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 7.1. (and Auto Trader shall be entitled to all rights and remedies set out in this Clause 7, in particular the rights and remedies detailed in Clause 7.10). 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 Advert 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 the period specified to the Advertiser during the onboarding process 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 7.1 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 7.10.1 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 7.10 above.
- Unless Auto Trader authorises payment to be made by Direct Debit, payment of invoices must be made by BACS or card payment. Auto Trader shall not accept payment by cheque. 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).
- Auto Trader shall have the right to change the Charges at any time and for any reason on not less than 15 days’ written notice (including, without limitation, by email) 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 Advert Data and the Advertiser and Stock Information (including all trademarks, names or logos of the Advertiser that are included in the Advert Data and Advertiser and Stock Information) in order to create and publish the Adverts on the Auto Trader Platforms and otherwise for the purposes of and in accordance with the Advertising Agreement; and
- use and reproduce the Advert Data and the Stock Information for the purpose of creating AT Analytics Data, and to the extent that any original Advert Data and/or Stock Information forms part of the AT Analytics Data and Valuation Data, to use and reproduce such Advert Data and Stock Information the purposes set out in Clause 9 below.
- The Advertiser acknowledges and agrees that Auto Trader (and/or its licensors, as appropriate) owns all Intellectual Property Rights existing in: (i) all trademarks, names or logos of Auto Trader (including without limitation the trade mark “Auto Trader”); (ii) the Auto Trader Platforms (including the content, the Adverts and Auto Trader’s database of vehicles); (iii) the Supplemental Information (including to the extent it forms a component part of any Stock Information and corresponding Advert Data amended in accordance with these Conditions); and (iv) the AT Analytics Data and Valuation Data (with the exception of any original Advert Data or Stock Information that forms part of the AT Analytics Data and Valuation Data, which is licensed to Auto Trader under Clause 8.1.2 above), together with all goodwill arising out of or in connection with the above. 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 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: -
- USE OF AND ACCESS TO DATA
- The Advert Data which is submitted by an Advertiser for inclusion into an Advert or otherwise in accordance with the Advertisement Agreement are accessible by the Advertiser (to be amended or updated) in Portal during the term of the Advertising Agreement.
- Auto Trader may share Advert Data and/or analysis derived from Adverts that relates to and identifies an individual Advertiser with third parties where AutoTrader deems it appropriate (e.g. Partner Websites, vehicle manufacturers and brands and/or lead aggregators).
- All Advert Data and Stock Information and any analysis derived from such is automatically used by Auto Trader to to create AT Analytics Data (which is used for a wide range of purposes by Auto Trader including the generation of valuations and other metrics data) which is kept indefinitely (and Advertisers cannot opt-out of this use). To the extent the AT Analytics Data includes original Advert Data and/or Stock Information, Auto Trader uses the original Advert Data and/or Stock Information to provide Advertisers (via Portal, email or otherwise), during the term of their Advertising Agreement, with analysis and insight into the performance of their Adverts and the marketplace (through the elements of AT Analytics Data and Valuation Data which are provided by Auto Trader as part of the Advertiser’s Package). Auto Trader also uses the original Advert Data and/or Stock Information which forms part of the AT Analytics Data to: (i) develop and exploit other Auto Trader products; and (ii) share metrics data (which doesn’t identify an individual Advertiser) with third parties such as insurers, manufacturers and brands.
- Without prejudice to the generality of the foregoing:
- Auto Trader has a partnership with Experian Limited which allows a potential buyer to purchase a vehicle history check on a vehicle featured in an Advert. To enable this, there is a link made available on each Advert which, when clicked on, transfers the potential buyer to a website hosted by Experian Limited where the vehicle history check can be ordered. To facilitate this process, Auto Trader will automatically disclose the vehicle registration mark (as provided by the Advertiser to Auto Trader) to Experian Limited to enable Experian Limited to provide a vehicle history check for the advertised vehicle to any potential buyer who orders one through this process. Auto Trader does not directly disclose the vehicle registration mark to any potential buyer (except to the extent it features in any material submitted by the Advertiser as part of the Advert). However, if a potential buyer purchases a vehicle history check from Experian Limited having clicked on the link in an Advert in accordance with the above, the vehicle registration mark will be made available to such potential buyer by Experian Limited as part of the vehicle history check report; and
- Advertisers acknowledge and accept that, due to the way in which the Auto Trader Platforms are structured, the vehicle registration mark of an advertised vehicle may, in certain circumstances, be exposed as metadata which could be accessible to third parties using developer tools.
- DATA PROTECTION
- The Advertiser and Auto Trader warrants to the other that it shall comply with the Data Protection Laws; in so far as the Advertising Agreement relates to or involves the processing of Personal Data.
- 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.
- To the extent that Auto Trader (or its sub-contractor) will be required to process Personal Data acting as a data processor on the Advertiser’s behalf, in connection with the provision of Auto Trader products or services to the Advertiser, the Data Processing Terms (at https://trade.autotrader.co.uk/terms-and-conditions/data-processing-terms) shall apply and be incorporated into the Advertising Agreement. This will apply to, for example (but without limitation), the Advertiser’s use of AT Calls and/or Sales Insight.
- 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 11.3 and Clause 11.4 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 11.2. 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 firstname.lastname@example.org 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 11.2 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 11.2 above). Notwithstanding Clause 7.1 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 (including, without limitation, by email), 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 at its sole discretion to terminate the Advertising Agreement in its entirety on giving at least 30 days’ notice to the Advertiser, along with a statement of reasons for its decision to terminate, by email or other durable medium (except in the limited circumstances set out in Clause 11.7) 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 repeatedly 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 is subject to a legal or regulatory obligation which requires it to terminate the provision of the whole of its services to the Advertiser;
- 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;
- the Advertiser or someone associated with the Advertiser has used the Products, the Auto Trader Platforms and/or Portal illegally or fraudulently;
- 11.6.14 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;
- 11.6.15 there is a change of ownership and/or control (as such term is defined in section 1124 of the Corporation Tax Act 2010) of the Advertiser; and/or
- Auto Trader elects to terminate the Advertising Agreement for any other reason, at Auto Trader’s convenience.
- Auto Trader shall not be required to give 30 days’ notice or a statement of reasons for termination, as referred to in Clause 11.6 above, where it: (i) is subject to a legal or regulatory obligation which requires it to terminate the provision of the whole of its services to a given Advertiser in a manner which does not allow it to respect that notice period; or (ii) can demonstrate that the Advertiser concerned has repeatedly infringed these Conditions or any applicable Business Rules, resulting in the termination of the provision of the whole of the services in question.
- Auto Trader shall be entitled at its sole discretion to immediately restrict, suspend or terminate the provision of any Products, or downgrade an Advertiser’s Package, on giving notice to the Advertiser, along with a statement of reasons for its decision to restrict, suspend, terminate or downgrade, prior to or at the time of the restriction, suspension, termination or downgrade taking effect, by email or other durable medium. On receipt of Auto Trader’s notice and statement of reasons, the Advertiser shall have the opportunity to clarify the facts and circumstances via Auto Trader’s complaint process referred to in Clause 15.1 below.
- Auto Trader shall not be required to give a statement of reasons for restricting, suspending or terminating the provision of any Products, or downgrading an Advertiser’s Package, as referred to in Clause 11.8 above, where it: (i) is subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds; or (ii) can demonstrate that the Advertiser concerned has repeatedly infringed these Conditions or any applicable Business Rules, resulting in the termination of the provision of the whole of the services in question.
- 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 Advert Data. However, the Advertiser acknowledges and accepts that it is technically impossible to provide the Auto Trader Platforms, 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 Platforms 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 Portal is caused. However, the Advertiser acknowledges that Auto Trader cannot guarantee that the Auto Trader Platforms and/or 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 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). Where relevant, 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 Advert Data. The Advertiser agrees that such matters are its sole responsibility.
- Adverts placed in Portal will automatically expire if no changes or amendments are made to the Advert for a period 180 consecutive days.
- Subject to Clause 12.9 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 Advert 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;
- for any loss or damage suffered by the Advertiser arising out of or about the incorporation by Auto Trader of any Manufacturer Image 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 12.10 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 Stock Information, Advert and/or Advert Data, any claim that the use by Auto Trader of any Stock Information, Advert and/or Advert Data 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.
- 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.
- 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, epidemics or pandemics, national or local lockdowns, 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.
- COMPLAINTS PROCESS AND MEDIATION
- Any questions or complaints about these Conditions, the Advertising Agreement or Auto Trader’s Products should be sent to Auto Trader’s customer service team. Please see our Advertiser Complaints Handling Policy (at https://trade.autotrader.co.uk/terms-and-conditions/advertiser-complaint-handling-policy) for further information. Auto Trader will publish information on the functioning and effectiveness of its complaint handling process annually.
- Mediation is a procedure in which two or more parties discuss their disputes with the assistance of a trained impartial third person(s) who assists them to reach settlement, without having to go to court. If any disputes are not resolved by means of Auto Trader’s internal complaint-handling system (referred to in Clause 15.1 above), Auto Trader will provide the Advertiser will the names of at least two mediators that Auto Trader is willing to engage with in order to attempt to settle the dispute.
- 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.
- Auto Trader may modify these Conditions from time to time and Advertisers should therefore ensure that they review these Conditions regularly.
- 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.