MTD Terms and Conditions
Last updated: 1st June 2020
About These Terms
- Our role is only to make the platform available for your use and we are not party to any contract between Customers and Suppliers. We are not responsible for the performance of any of the vehicle movements or other services arrangements entered into between the parties using our platform.
Information About Us
- www.motortradedelivery.com, is a website owned by Auto Trader Limited t/a Motor Trade Delivery (“We”, “our”, “MTD”). Auto Trader Limited is registered in England and Wales under company number 03909628 and has its registered office at 5th Floor, 1 Tony Wilson Place, Manchester, Lancashire, M15 4FN. Motor Trade Delivery’s trading address is 1 Tony Wilson Place, Manchester, Lancashire, M15 4FN. Our VAT number is GB 614 8918 20.
Changes To These Terms
- Access to our Website and any services we provide via our Website is permitted on a temporary basis requiring you to hold a current account subscription. We reserve the right to suspend, withdraw or amend the services we provide on our Website without notice.
- From time to time, we may restrict access to some parts of our Website, or our entire Website, to users who have an account registered with us. We will not be liable to you if for any reason our Website is unavailable at any time or for any period.
- You are responsible for making all arrangements necessary for you to have access to our Website. The Website is intended for use only by those who can access it from within the UK. If you choose to access the Website from locations outside the UK, you are responsible for compliance with local laws where they are applicable.
- We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted.
- You are solely responsible for evaluating the suitability of any downloads, text or programmes available through this Website.
Intellectual Property Rights
- We are the owner or the licensee of all intellectual property rights in our Website, and in the material we publish on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. Redistribution or republication of any part of this Website is prohibited, without our written consent.
- Nothing in these terms grants you any legal rights in the Website other than as necessary to enable you to access the Website. You agree not to adjust, to try to circumvent or delete any notices contained on the Website (including any intellectual property notices.
Content On Our Website
Whenever you make use of a feature that allows you to upload content to our Website, or to contact other users of our Website, you must use our site only for lawful purposes. You may not use our Website:
- in any way that breaches any applicable local, national or international law or regulation;
- in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- for the purpose of harming or attempting to harm minors in any way;
- to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
- to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree not to access without authority, interfere with, damage or disrupt:
- any part of our Website;
- any equipment or network on which our Website is stored;
- any software used in the provision of our Website; or
- any equipment or network or software owned or used by any third party.
- Any content you upload to our Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such content for any purpose.
- We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Website constitutes a violation of their intellectual property rights, or of their right to privacy.
- We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our Website. Furthermore, we cannot promise that the Website will be fit or suitable for any purpose. Any reliance that you may place on the information on the Website is at your own risk.
- Whenever you make use of a feature that allows you to upload content to our Website, or to contact other users of our Website, you must use our site only for lawful purposes. You may not use our Website:
Disclaimer, Exclusions and Limitations
- We shall not be responsible to you for any communication sent by email which is either received late or not received at all. This includes but is not limited to job acceptance emails, job cancellation emails, job change emails, general business emails.
- To the extent permitted by law we hereby expressly exclude:
- All conditions, warranties and other terms which might otherwise by implied by statute.
- Any liability for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, incurred by any user in connection with our Website or in connection with the use, inability to use, use of or reliance on any content displayed on the Website or results of the use of our Website, any Websites linked to it and any materials posted on it; and
- any liability for:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- business interruption;
- loss of goodwill;
- wasted management or office time; and
- any indirect or consequential loss or damage.
- Our liability to you shall be limited as follows:
- If you are a Customer, our liability in respect of any job listing shall be limited to the listing fee paid or payable in respect of that listing; and
- If you are a Supplier, our liability shall be limited to the aggregate of the subscription fee and winner’s fees paid or payable in the calendar month during which the liability arises.
- The exclusions and limitations under clauses 9.2, 9.3 and 9.4 do not affect our liability for death or personal injury arising from our negligence, or our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
- You agree to indemnify us against all liabilities, losses, expenses, costs or other damage suffered or incurred by us (including in respect of any third-party claims against us) as a consequence of your breach of these terms.
Links to and from Third Party Sites
- We do not monitor or review the content of other party’s websites which are linked to or from this Website. Opinions expressed or materials appearing on such websites are not necessarily shared or endorsed by us and we should not be regarded as the publisher of such opinions or material.
- Please be aware that we are not responsible for the privacy practices, or content, of these websites. We encourage our users to be aware when they leave our website and to read the privacy statements of these websites.
- Only those in a position to form legally binding contracts under English law may register for an account. Registration is not open to individuals. If you are an individual registering an account on behalf of a business, you represent that you have the authority to bind the business to these terms.
- Responsibility for the security of any passwords issued rests with you and you are responsible for all actions taken with your user name and password. You must not disclose your username or password to any third party.
- MTD do not guarantee access to set volumes of job listings per month, nor access for Suppliers to all Customer networks but will endeavour to facilitate access where reasonably possible. Each Supplier acknowledges however that access to a Customer network is subject to the Supplier accepting and adhering to the Customer’s service levels.
- Users of the platform involved or interested in the same transaction may not contact each other prior to a bid ending. All contact information will be emailed once a bid is successful. Once the vehicle has arrived at the arranged destination the Supplier shall indicate that the job is complete on its account to inform the Customer of the delivery.
- Without prejudice to clause 14.1.22 below, in respect of each job, unless either the Supplier or the Customer notifies MTD within 7 calendar days of the job’s scheduled completion date (as such date is specified on the Website) that such job has not been completed, MTD shall deem such job to have been completed. Accordingly, once 7 days has passed following a job’s scheduled completion date, in the absence of any notification to the contrary from the Supplier or the Customer, MTD shall mark the job as having been completed on the Website, and the winner’s fee shall become payable by the Supplier in accordance with these terms.
- The purpose of our Website is to facilitate the movement of vehicles between locations to meet the needs of individuals and organisations within the motor trade and logistics industries, by providing a platform in the market place where they can be introduced and communicate. Customers can contract with Suppliers to conclude transactions which have been facilitated via the Website. Unless otherwise agreed by us in writing, for example, as part of a managed service offered by us to a Customer, we are in no way involved in such transactions.
- We hold no control over the quality, safety, or legal aspects of the transactions that are made through the Website nor do we hold any liability on the transport of any vehicle. It is the responsibility of both the Customers and Suppliers to negotiate the terms of the transaction.
- We are not obliged to assist in any disputes between any Suppliers and Customers. We may, however, at our sole discretion take action (including for breach of contract) against any Customer or Supplier that fails to comply with these terms.
Suppliers - Your Role & Responsibilities
- A Supplier registering for a logistics account agrees and undertakes that:
- it enters into these terms in the course of its business, ensuring its full capacity to meet and carry out its obligations under these terms;
- it understands and agrees to its responsibilities under the applicable laws concerning the protection of personal information, including the Data Protection Act 2018, the General Data Protection Regulations ((EU) 2016/679) (GDPR), the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and any amendments or updates to the same (the “Data Protection Laws”);
- all information and documents provided as part of its registration as a Supplier with MTD are complete and accurate and it will inform MTD of any changes to such information in writing immediately;
- all information it provides in connection with listings on the Website, including any quote, is complete and fully accurate;
- it shall perform any jobs secured via the Website in accordance with the request and any additional reasonable requirements communicated to it in writing or phone by the Customer and/or MTD;
- in the absence of anything agreed to the contrary pursuant to clause 13.2 above, it shall accept the risk in (and assume the liability for) the vehicle from the point that a proof of collection document is signed by the Customer (or the party from whom the vehicle is being moved, if not the Customer) until the point that the proof of delivery document is signed by the Customer (or recipient of the vehicle, if not the Customer);
- it shall not rely on any automated emails sent, including but not limited to, job acceptance, job completion, job cancellation emails, but shall use them in conjunction with information in its account;
- it shall read thoroughly and strictly follow any requests or procedural actions noted in the delivery notes section for each job. Failure to do so may result in the delay or non-payment of invoices;
- it shall read, sign and store copies of all relevant Customer service levels and comply with those service levels;
- it shall not subcontract any job in whole or part, or re-list any job on any third party websites or logistics system;
- it shall carry out each job in accordance with all applicable laws and regulations, including health and safety legislation and compliance with HSE (Health and Safety Executive) and DVSA (Driver & Vehicle Standards Agency) guidance;
- it shall comply with all rules, regulations and statutes in relation to goods vehicle operators licensing and tachographs where applicable;
- it shall display trade plates on all vehicles;
- it shall not, nor shall any personnel, smoke in or near to any Customer vehicles;
- it shall employ personnel who are suitably qualified and experienced to perform the tasks assigned to them and in sufficient number to ensure that its obligations under these terms are fulfilled;
- it has in place all necessary licences for the operation of its business and provision of the job and shall provide evidence of such licences to the Customer and/or MTD immediately upon request;
- it has in place and shall maintain such insurances with reputable insurers against those risks and to the extent that is usual for a transport supplier of its size and sufficient to cover the liabilities accepted under these terms. The Supplier shall provide evidence of such insurances to MTD on request and ensure that these are updated upon each renewal and change to the insurance policies so that at all times MTD holds an up to date copy of such insurances;
- it shall perform each job with reasonable skill and care in accordance with the commercial practices and to the standard expected of a competent and experienced provider of such services;
- it shall, as often as is possible, pick up and deliver vehicles on the dates specified on the job listing;
- it shall not less than 24 hours before each scheduled vehicle pick up speak with a representative of the Customer with sufficient authority to organise the collection of the vehicle, and obtain confirmation that the vehicle will be ready for collection at the scheduled pick up time;
- it shall ensure that it has adequate processes in place for secure vehicle storage and trade plate storage to prevent theft or damage when the vehicle is left unattended at any point;
- it shall, for every job, ensure a proof of collection and proof of delivery is issued, signed by relevant personnel and uploaded to each job, using paper, or electronic methods, depending on the Customer’s specific requirements (and it shall ensure that the signature matches the name of the corresponding individual on any such documentation);
- it shall not (and shall procure that its personnel shall not) use any vehicles for personal use or for driving to other vehicle collections. Mileage will be checked against the job listing mileage, and any excessive additional mileage may result in invoices not being paid;
- it shall notify the Customer and MTD of any accident, damage or breach of provision relating to any job being carried out, immediately upon becoming aware of it. Such notification shall include all the relevant information to enable MTD and the Customer to investigate the matter fully;
- it shall inform MTD if, when undertaking a job, it receives any penalty charge notice, including but not limited to parking fines, congestion charges, tolls or bus lane infringements;
- it shall, where applicable, pay any fine within the statutory time period to avoid penalty escalation or legal action;
- it shall use its best endeavours to support and assist MTD in any claim it brings against the Customer in connection with a job, including providing all requested information and documents;
- it shall send invoices to the correct Customer or MTD dependant on the job type, and within a timely manner, including MTD job listing IDs and vehicle registrations;
- in respect of any “MTD managed moves”, it will claim any refunds in writing by writing to Accountspayable@Autotrader.co.uk within 28 calendar days of the job listing date. These will be shown as a credit on the Supplier’s next monthly invoice and shall not be refunded on an individual direct basis;
- it will make MTD aware of any additional charges that are incurred on an “MTD managed move” outside of the costs agreed on the accepted listing. Any costs not advised prior to delivery will NOT be authorised. For non “MTD managed moves”, it will invoice the Customer directly for any additional charges;
- it shall make MTD aware of any change in its VAT status, i.e. becoming VAT registered, immediately as this is required for self-billing and invoicing purposes;
- it shall not withhold vehicle deliveries for ANY reason. Failure to deliver vehicles or to 'maintain guardianship' of them due to disputes either with MTD or Customers may result in a Supplier’s MTD account being suspended or terminated;
- it shall not allow anyone other than its employees or personnel to access or transport any Customer vehicle in its possession or under its control; and
- it shall not permit any employees or related personnel to be abusive either verbally or physically to any MTD employee or those of any Customers. Any instances of doing so may result in the Supplier’s MTD account being suspended or terminated.
- The Supplier shall indemnify on demand and hold harmless MTD from and against all third party demands, fines, penalties or charges (including interest) arising out of or in connection with the performance of any vehicle movements or other services arrangements entered into between the Supplier and the Customer.
- A Supplier registering for a logistics account agrees and undertakes that:
Customers - Your Role
- A Customer registering for a dealership account agrees and undertakes to both MTD and any Supplier that:
- all information and documents provided as part of its registration as a Customer with MTD is complete and accurate and it will inform MTD of any changes to such information in writing immediately;
- it has full capacity to meet and carry out its obligations under these terms;
- it understands and agrees to its responsibilities under the Data Protection Laws;
- all information it provides when listing and in connection with the job, including within any change or amend requests, is complete and accurate;
- it shall not duplicate jobs or list jobs for quote purposes only and then cancel;
- it will endeavour to make MTD aware immediately of any cancellation/change requests for a job, bearing in mind the MTD office hours are Monday – Friday 9am – 5pm (excluding Bank Holidays);
- it shall pay the Supplier (and MTD, for “MTD managed moves”) the price of the job in full if a job is cancelled less than 24 hours prior to the earliest collection date and time specified on the job listing, or otherwise if a job is not ready by the earliest collection date and time specified on the job listing;
- it shall ensure that each vehicle is ready to collect on the date and at the time specified on the job listing;
- it is not aware of any issues which may affect the ability of a Supplier transporting any vehicle in the manner requested;
- where it requests that a vehicle is to be driven to a specified delivery location (“driven plate move”), each vehicle is fully roadworthy;
- it shall sign a proof of collection/delivery form provided by the Supplier upon collection/delivery of each vehicle;
- within 1 (one) business day of delivery, it shall report any issues with the job;
- where applicable, it shall comply with the terms of access and cancellation as set out in these terms;
- it will regularly check its account activity by logging into its MTD account;
- it shall pay Suppliers (and MTD, for “MTD managed moves”) for jobs properly performed and completed (or aborted);
- it shall deal directly with the Supplier in relation to any damage, accidents or invoicing queries ensuring MTD are kept aware and up-to-date with any relevant information for insurance purposes;
- it shall use its best endeavours to support and assist MTD in any claim it brings against the Supplier in connection with a job, including providing all requested information and documents;
- it shall make its service levels available to Suppliers reasonably in advance of a job listing;
- it understands and accepts that MTD is not liable for any damage to vehicles or cost of repair for any damage caused during collection, transit or delivery (see ‘Our Role’ section); and
- it shall not permit any employees or related personnel to be abusive either verbally or physically to any MTD employee or those of any Suppliers. Any instances of doing so may result in your MTD account being suspended or terminated.
- A Customer registering for a dealership account agrees and undertakes to both MTD and any Supplier that:
- Each Supplier is charged a monthly subscription fee along with a variable winner’s fee for each completed or aborted job secured via the Website. Each Customer is charged a variable listing fee dependant on volumes and contracted rates. Information on the scale of these charges is made available by MTD at the time of each transaction shown on the job listing and may be amended at our absolute discretion. Invoices detailing these charges will be sent via email on a monthly basis and payment shall be made by direct debit by the due date specified on such invoices.
- No subscription fee shall be due from a Supplier during the first month of subscription however once the first month ends, payment of the subscription fee will become due.
- All fees are subject to VAT at the prevailing rate.
- Payment terms for jobs shall be agreed between the Customer and the Supplier. In respect of any listing that is an “MTD managed move”, we shall make payment to the Supplier for jobs that are properly performed and completed on the next payment run taking place after 30 days has passed following receipt of an invoice from the Supplier. Such payment runs take place on the 15th or 30th of the month. The Customer agrees to make payment to MTD in respect of any listing that is an “MTD managed move”, such payment to be made within 14 days of a corresponding invoice.
- We reserve the right to change the payment details at our absolute discretion.
- Accounts. A Supplier may terminate its account at any time by giving 30 days’ notice in writing to MTD. If at the time of giving notice to terminate the Supplier has any pending jobs on its account, notice to terminate shall take effect no earlier than the date that all the Supplier’s jobs have been completed. The Supplier shall not bid for or accept any jobs after giving notice to terminate its account.
- Transactions. After a quote for a job from a Supplier has been accepted by a Customer, an agreement has been made between those parties incorporating the obligations imposed on the Customer and the Supplier under these terms, unless otherwise agreed between the Customer and the Supplier. Neither of these parties may cancel, delay, withdraw nor abort this job unless agreed by both parties in writing. We do not take responsibility once the job is accepted via the Website.
- Where a job is terminated after acceptance of a quote, or is cancelled less than 24 hours prior to the earliest collection date and time specified on the job listing, or otherwise if a job is not ready by the earliest collection date and time specified on the job listing, the full price of the job shall still be charged to the Customer.
- During the course of your account subscription we may disclose to you, or you may otherwise learn of or discover information relating to our business, affairs, processes, customers, clients or suppliers. You hereby agree that any and all of this information is confidential and shall be our sole and exclusive property. Any disclosure of our information to a third party is strictly prohibited. You shall not use our confidential information for any purpose other than to exercise your rights and perform your obligations under or in connection with your account.
- The Customer is required to upload to the Website certain personal data relating to the Customer’s personnel and/or the vehicle recipient (“Data Subject”) in respect of a job listing. It is acknowledged and agreed that the Customer is the “Controller” of the personal data and MTD is the Customer’s “Processor” (as those terms are defined by the Data Protection Laws). The Data Processing Terms at https://trade.autotrader.co.uk/terms-and-conditions/data-processing-terms shall apply in respect of MTD’s processing of the personal data.
- The processing of personal data to be undertaken by MTD (as referred to in clause 19.1) shall be as set out in the sub-clauses below:
- SCOPE AND PURPOSE OF PROCESSING: the processing of personal data belonging to the Customer’s personnel and/or the vehicle
- NATURE OF PROCESSING: means collection of the data; transfer of limited personal data (i.e. postcode for delivery and vehicle registration number) to Suppliers for the purposes of them making a bid; transfer of the full personal data (i.e. the name, email address, full address for delivery and vehicle registration number) to the winning Supplier for the purpose of the winning Supplier carrying out the delivery; storage; and erasure or destruction of the personal data in accordance with the Data Processing Terms;
- DURATION OF THE PROCESSING: shall be as set out in the Data Processing Terms;
- TYPES OF PERSONAL DATA: means the name, email address, postcode, full address for delivery and vehicle registration number; and
- CATEGORIES OF DATA SUBJECT: means the Customer’s personnel and/or the recipient of the vehicle (who may or may not be a consumer).
- The Customer shall be responsible for ensuring that it fully complies with is obligations as Controller under the Data Protection Laws. Without limitation, this means that the Customer will ensure that it provides all necessary privacy information to the Data Subjects and has a proper legal basis to enable the lawful transfer of the personal data to MTD, and the lawful processing of the personal data by MTD, for the duration and purposes of these terms.
- In respect of each job listing, MTD shall make available to the Suppliers the postcode for delivery and the vehicle registration number, for the purpose of the Suppliers making a bid. In respect of such personal data, the Customer acknowledges and agrees that the Suppliers shall act as MTD’s sub-processors. Without prejudice to the generality of clause 14.1.2 above, each of the Suppliers shall, in relation to its processing of such personal data:
- process that personal data only for the purpose of considering and providing a bid in respect of a job listing, unless the Supplier is required to process such personal data otherwise by Applicable Laws. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify MTD of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying MTD. “Applicable Laws” means (for so long as and to the extent that they apply to the Supplier) the laws of the European Union, the laws of any member state of the European Union and/or Domestic UK Law; and “Domestic UK Law” means the Data Protection Laws and any other law that applies in the UK;
- ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
- ensure that all its personnel (including, without limitation, employees) who have access to and/or process the personal data are legally obliged to keep the personal data confidential;
- not transfer any of the personal data outside of the European Economic Area unless the prior written consent of MTD has been obtained and the following conditions are fulfilled:
- the Supplier or MTD has provided appropriate safeguards in relation to the transfer;
- the Data Subject has enforceable rights and effective legal remedies;
- the Supplier complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any personal data that is transferred; and
- the Supplier complies with any other reasonable requests by MTD in respect of the transfer;
- assist MTD or the Customer in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify the MTD without undue delay, and in any case within 48 hours, on becoming aware of any personal data breach or other security incident affecting or relating to the personal data;
- promptly delete all copies that they have made of the personal data on being notified that they have been unsuccessful in the relevant bid, or at the written direction of MTD at any other time, unless required by Applicable Law to store the personal data; and
- maintain complete and accurate records and information to demonstrate its compliance with this clause 19.4 and relevant provisions of the Data Protection Laws and allow for audits by MTD or MTD’s designated auditor in respect of the same.
- Where the Customer contracts with the winning Supplier in respect of a delivery (facilitated via the Website), the Customer agrees that MTD can transfer the full personal data (i.e. name, email address, full address for delivery and vehicle registration number) to the winning Supplier. It is the responsibility of the Customer and winning Supplier to ensure that they enter into appropriate data processing clauses to cover the processing of this personal data by the Supplier on the Customer’s behalf (where the Customer is the Controller and the Supplier is the Processor). MTD accepts no responsibility for the processing of this personal data by the winning Supplier once the personal data has been transferred from MTD to the winning Supplier in accordance with this clause.
Termination or Suspension of Account
- We reserve the right to reject, terminate or suspend your account, or otherwise restrict your access to our Website at any time for any reason and without notice to you.
- If your account is rejected, terminated or suspended, or otherwise restricted you may appeal our decision by submitting a written statement stating the reasons why your account should be approved or reinstated. Your appeal may be reviewed at our discretion and any determination as to your reinstatement will be at our sole discretion. We are not obligated to give you any reasoning as to our decision, which shall be final.
Other Important Terms
- If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms.
- These terms (and any document referred to by them) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.These terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms.
Section 1: General Terms of Website Use
Section 2: Terms Applicable to Account Holders
Where you open a Customer or a Supplier account, the terms of this section form the basis of the agreement that you enter into with us and Suppliers (where you subscribe to a platform account as a Customer) or with us and Customers (where you subscribe to a platform account as a Supplier).