PayGo Terms and Conditions
Please read these Conditions carefully as they govern the provision of Services by the Publisher to you. The Publisher may modify these Conditions from time to time and you should therefore ensure that you review these Conditions regularly. The placing of an Advertisement with the Publisher is deemed acceptance of these Conditions.
- DEFINITIONS AND INTERPRETATION
- In these Conditions, unless the context otherwise requires, the following terms have the following meanings:
“Advertisement” means any copy, artwork, text, data, photographs, slides and/or video clips, advertising a vehicle for sale, to be published on the Auto Trader Website for the Advertiser;
“Advertiser” means the person, firm or company who is the advertiser of the vehicle promoted on the Auto Trader Website;
“Advertising Agreement” means any agreement between the Publisher and the Advertiser for the provision of Advertising Services incorporating these Conditions;
“Advertising Services” means the designing, creating and hosting of the Advertisement on the Auto Trader Website;
“Auto Trader Website” means the website located at www.autotrader.co.uk including the Bike Trader and Van Trader pages;
“Charges” means the charges to be paid by the Advertiser to the Publisher for the Advertisement, as set out on the Auto Trader Website and/or otherwise stated by the Publisher;
“Conditions” means the PAYGo Terms & Conditions as set out in this document;
“Data” means the information regarding the Advertiser stock or vehicle including but not limited to vehicle registration and images and slideshow which is communicated to the Publisher;
“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, trade marks, patents, design rights, database rights and/or know how;
“Materials” means any copy, artwork, data, photographs, slides, video clips and/or other material provided by the Advertiser for inclusion in an Advertisement or otherwise;
“Portal” means the dealer portal section of the Auto Trader Website;
“Publisher” means Auto Trader Limited (trading as “Auto Trader”, “Bike Trader” and/or “”Van Trader”;
“Stock Information” means the Data received by the Publisher which may be processed by the Publisher for the purpose of providing services to the Advertiser, including but not limited to verification, enhancement or amendment;
- In these Conditions, unless the context otherwise requires: words importing any gender include every gender; words importing the singular include the plural and vice versa; references to numbered clauses are references to the relevant clause in these Conditions; and the headings to the clauses will not affect its interpretation.
- In these Conditions, unless the context otherwise requires, the following terms have the following meanings:
- ADVERTISING AGREEMENT
- Each Advertising Agreement that is agreed between the parties will form a separate contract for Advertising Services on and subject to these Conditions. These Conditions shall govern the Advertising Agreement to the exclusion of any other terms and conditions (including any terms or conditions which the Advertiser purports to apply under any purchase order, confirmation of order, specification or other document and any terms and conditions previously provided by the Publisher), unless expressly stipulated otherwise by the Publisher in writing.
- Each order or acceptance of a quotation for Advertising Services shall be deemed to be an offer by the Advertiser to purchase Advertising Services subject to these Conditions. No order placed by the Advertiser shall be deemed to be accepted by the Publisher until the Publisher sends an email confirmation and/or the Publisher commences the provision of the Advertising Services (whichever the earlier).
- The Advertiser shall ensure that the terms of its order and any applicable specification are complete and accurate.
- Publisher shall be entitled to modify these Conditions from time to time and any such modifications shall be effective immediately from the time they are notified to the Advertiser. Display of the modified Conditions on the Portal and/or the Auto Trader Website shall be deemed to be notice to the Advertiser. The Advertiser agrees to review the Conditions regularly to ensure they are aware of any modifications.
- ADVERTISING SERVICES
- In consideration of payment of the Charges by the Advertiser in accordance with clause 6, the Publisher will provide the Advertising Services to the Advertiser.
- Details of the Advertising Services may be separately set out by the Publisher from time to time on the Auto Trader Website and/or as otherwise provided by the Publisher to the Advertiser and references to those Advertising Services shall be read accordingly.
- PAYGo advertising: On acceptance of an order or quotation for Advertising Services, the Advertisement will go live on the Auto Trader Website within 24 hours. This does not apply to Bank Holidays or any other public holiday when it may take longer.
- Fault or error removal: The Publisher will use all reasonable endeavours to remedy faults or errors on the Auto Trader Website. The Advertiser acknowledges and accepts that once a fault or error has been reported to the Publisher it may take up to 48 hours for the Publisher to investigate and rectify the problem.
- Images: The Advertiser is solely responsible for uploading the photographs to the Portal and the Publisher shall have no liability for the quality of those photographs. The Advertiser is solely responsible for uploading the minimum volume of images as specified by the Publisher.
- As part of the Advertising Services, in respect of any Advertisement for a vehicle, the Publisher shall provide additional technical specification details which shall solely consist of details that the Publisher can obtain from the standard Glass’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 the Publisher upon provision by the Advertiser of a valid registration number for the vehicle in question. The provision of a valid registration number is the Advertiser’s sole responsibility.
- COPY, ARTWORK AND PHOTOGRAPHS
- The Publisher may refuse, edit and/or require to be amended any Advertisement and/or any copy, artwork and/or other materials set out in an Advertisement and/or provided by the Advertiser to the Publisher so as to comply with legal or moral obligations placed on either party; to avoid infringing third party rights, the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority and/or any relevant legislation; to respond to any complaints; to correct typographical errors or technical inaccuracies that may appear from time to time; and/or for any other technical and/or quality reasons.
- The Publisher has the right, at its sole discretion, to remove from the Auto Trader Website, at any time and for any reason, any Advertisements which carry a finance price.
- The Publisher has the right, at its sole discretion, to refuse to publish and to remove from the Auto Trader Website at any time, any “Wanted Adverts” which do not advertise particular vehicles for sale.
- The Advertiser shall be solely responsible for checking the accuracy of any Advertisement for errors and for amending copy.
- The Publisher reserves the right in its sole discretion not to include a photograph in an Advertisement. For the avoidance of doubt, the Publisher’s advertising rates in force from time to time shall apply to each vehicle, product or service whether or not photographs are included in any Advertisement. The Publisher shall not be liable if the quality and/or colour of any photograph published in an Advertisement is not acceptable to the Advertiser.
- The Publisher may receive copy via such means as specified by the Publisher from time to time. However, the Advertiser shall submit copy at its own risk and the Publisher shall not be liable or responsible for non-receipt or corruption of any text, font, image or material sent by the Advertiser and/or arising out of any third party data feed stock errors.
- The Advertiser is solely responsible for completing all mandatory data fields for each Advertisement and for submitting copy and data to the Publisher or upload provider (as appropriate) in the correct format as specified and by any deadlines specified by the Publisher or upload provider (as appropriate). The Publisher shall have no liability in respect of any Advertisement not appearing on the Auto Trader Website where the Advertiser has failed to submit copy and data in accordance with this clause 4.7.
- The Advertiser is prohibited from supplying any contact details, including but not limited to, any telephone numbers or e-mail addresses, in additional data fields. Failure to comply with this rule may, at the Publisher’s sole discretion, result in the removal of all of the Advertiser’s Advertisements on the Auto Trader Website.
- The Advertiser shall ensure that all hyperlinks sent to the Publisher link directly through to the page on the Advertiser’s website displaying the exact vehicle, product or service identified in the Advertisement searched by a visitor to the Website. Failure to provide direct and correct links may, at the Publisher’s sole discretion, result in the removal of all the Advertiser’s Advertisements on the Auto Trader Website.
- The Advertiser shall keep secure all logins provided to it for the purpose of accessing or using any of the Advertising Services and shall immediately notify the Publisher if it becomes aware of any unauthorised use of such logins.
- ADVERTISER’S OBLIGATIONS AND WARRANTIES
- The Advertiser shall:
- price vehicles, products and/or services (as appropriate) consistently within an Advertisement (in both the asking price section and the description) and consistently across the Auto Trader Website and across all other websites of the Publisher in which the Advertiser places any Advertisements;
- state the correct mileage for vehicles within an Advertisement;
- not be permitted to advertise non-declared write-off vehicles;
- not be permitted to place more than one Advertisement for any one vehicle, product or service on the Auto Trader Website and the Publisher shall be entitled to remove any Advertisements that duplicate other existing Advertisements on the Auto Trader Website, at its sole discretion. In relation to vehicles advertised, an Advertisement will be deemed to be a duplication if the make, model, derivative, trim and price of the vehicle advertised on the Auto Trader Website are all identical to those of another vehicle advertised on the Auto Trader Website;
- ensure that each Advertisement features only one vehicle (and if the Advertiser has more than one vehicle to sell, it must ensure that it places a separate Advertisement for each vehicle);
- not advertise vehicles on the Auto Trader Website that are owned or offered for sale by private owners;
- not upload files to the Auto Trader Website that contain a virus and/or corrupted data;
- comply with all current legislation, advertising codes and any other regulatory requirements, including without limitation the Consumer Protection from Unfair Trading Regulations 2008 and The UK Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing.
- The Advertiser agrees to access or use any Advertising Services solely in respect of its own business. The Advertiser agrees not to: (a) make any attempt to access, amend or upload information on any other business; (b) access any unauthorised areas of the Auto Trader Website; (c) modify or make any attempt to modify the Auto Trader Website, or any software used in connection with the Auto Trader Website; and/or (d) use any software which would corrupt the Auto Trader Website in any way.
- The Advertiser shall keep safe and confidential all passwords, security identification and/or encryption details relating to the Portal and/or the Auto Trader Website and will follow all security instructions issued by the Publisher from time to time. The Advertiser will promptly update their password details and notify the Publisher promptly if it believes that any password and/or other security information has been disclosed or is otherwise at risk.
- The Advertiser will treat as confidential and keep secret all information contained in or concerning the Auto Trader Website, the Portal and/or any Advertising Service. The Advertiser will not disclose such information to any third party, except to the extent that (a) it is required to do so by a court or other competent authority provided that such advance notice of disclosure as is possible is given to the Publisher; or (b) the information is already, or becomes, public knowledge except by way of any breach of confidence.
- No warranty is given by the Publisher that the Auto Trader Website is free from computer viruses or any other malicious or impairing computer programs and the Advertiser shall report to the Publisher any suspected faults with the Portal and/or the Auto Trader Website promptly after such suspected faults come to the Advertiser’s attention (and in any event within one week from the date the Advertiser first becomes aware of the relevant fault).
- 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 the Portal, and/or the Auto Trader Website.
- To the extent permitted by law, the Advertiser shall not 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 connection with the Portal and/or the Auto Trader Website. The Advertiser shall not use software to access the Portal and/or the Auto Trader Website without permission and/or use software that will corrupt the Portal and/or the Auto Trader Website in any way.
- The Advertiser agrees that any questions and complaints regarding the vehicles offered for sale by the Advertiser on the Auto Trader Website are the exclusive responsibility of the Advertiser.
- The Advertiser warrants that:
- it is a motor/vehicle dealer or an advertising agency or other representative acting on behalf of a motor/vehicle dealer for the purposes of the Advertising Agreement (and it has (or the relevant motor dealer it is acting on behalf of has) the right to offer for sale any vehicle advertised by it on the Auto Trader Website;
- it will only use the Portal and the Auto Trader Website in accordance with these Conditions and shall only supply Materials which comply in all respects with these Conditions, at all material times;
- all copy and any other information and materials provided by the Advertiser is complete, accurate, legal, non-defamatory, decent, honest and truthful and complies 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;
- it contracts with the Publisher as a principal (notwithstanding that the Advertiser may be acting as an advertising agent or in some other representative capacity) and the Advertiser has the legal right to offer for sale any vehicle, product or service advertised by it on the Auto Trader Website;
- where the Advertiser is an advertising agency or other representative, that it is authorised to place the Advertisement with the Publisher;
- the reproduction and/or publication of the Advertisement (including but not limited to any photographs contained in the Advertisement) by the Publisher and/or the use of the Advertiser’s logo and trade marks on the Auto Trader Website will not breach any contract; infringe any third party intellectual property rights or other rights; render the Publisher liable to any proceedings whatsoever; and/or harm or detriment the reputation of the Publisher and/or of any other companies within Auto Trader Limited;
- in respect of any Advertisement submitted for publication which contains any copy and/or photographs by which any living person is or can be identified, the Advertiser has obtained the necessary authority of such living person for the Publisher to make use of such copy under this Advertising Agreement and has complied in all respects with the Data Protection Act 2018 (as amended from time to time).
- The Advertiser shall:
- The Advertiser shall pay the Charges. All Advertisements must be pre-paid prior to publication and the Publisher shall not be obliged to publish any Advertisement that has not been paid for in full in advance.
- The Publisher will refer the Advertiser to a dedicated commerce provider who will take payment via a secure sever (SSL) connection to ensure the safety of the Advertisers on-line payment.
- Payment can be made via Visa, MasterCard or Maestro. Whilst every effort is made to ensure the safety of the Advertisers transaction, the Publisher cannot and does not accept liability for any loss or damage incurred as a result of using the secure payment mechanism.
- The Charges are exclusive of VAT which shall be payable by the Advertiser in addition.
- The Publisher reserves the right to remove an Advertisement from the Auto Trader Website in the event that the Charges have not been paid in full.
- The Publisher 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 Advertising Services and/or cancellation or termination of the Advertising Agreement (for any reason).
- ADVERTISING CHARGES
- The Publisher shall have the right to change its scale of charges at any time and for any reason.
- INTELLECTUAL PROPERTY RIGHTS
- In respect of any Data which the Advertiser supplies to the Publisher, its employees, contractors, agents and/or associated companies whether by means of the Portal or other software communication tools or by any other way or means howsoever arising, the Advertiser grants the Publisher a non-exclusive, irrevocable, perpetual and royalty free licence to use the Data and any Stock Information supplied for any purpose.
- The creation of Stock Information may require the enhancement, amendment and/or alteration of the Data which may require the Publisher’s use or the incorporation of third party material used under licence by the Publisher. As a consequence, both the Publisher and/or its licensors may acquire Intellectual Property Rights in the Stock Information.
- The Advertiser acknowledges that in the event the Publisher alters the Data provided by the Advertiser and/or creates or incorporates third party content to comprise part of the Stock Information then the Stock Information shall become a work of joint copyright co-owned by the Advertiser and the Publisher. To the extent that any such joint Intellectual Property Rights are not automatically vested in the Publisher, the Advertiser hereby assigns to the Publisher all such rights.
- The Advertiser acknowledges and agrees that nothing in the Advertising Agreement confers on the Advertiser any licence or right to use any trade marks, names or logos of the Publisher or its licensors except as expressly set out in the Advertising Agreement and that all Intellectual Property rights in such trade marks, names and logos (including without limitation the trade marks “Auto Trader”, “Bike Trader” and “Van Trader” and in the Auto Trader Website together with all goodwill arising out of or in connection with these, belong to the Publisher and/or its licensors (as appropriate).
- The Advertiser warrants that it has all necessary rights, licences and consents to incorporate or to procure the incorporation by the Publisher onto the Auto Trader Website of any materials and/or data provided by the Advertiser.
- The Publisher has no liability or responsibility of any kind for the accuracy or content of any information or any other aspect of any third party 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 the Publisher’s written consent, provided there is no express or implied endorsement or sponsorship of the Advertiser, its commercial entity or any other website by the Publisher. The Publisher may at any time and for any reason require the Advertiser to remove any hypertext links to the Auto Trader Website from any website controlled by the Advertiser.
- The Publisher is hereby permitted to reproduce and publish (or to permit the same) all or any part of any Advertisements (including without limitation the reproduction and publication of copy, artwork and photographs and other materials) and to include them on the Auto Trader Website.
- No part of any Advertisement may be used in any other publication, electronic or otherwise, without the prior written consent of the Publisher. The Advertiser agrees that it will not enable or permit anyone to copy the content of any Advertisement.
- The Advertiser agrees that it will give all necessary assistance to the Publisher and do all acts as may reasonably be required by the Publisher to enable it to protect and enforce its Intellectual Property Rights and those of its licensees against third parties.
- DATA PROTECTION AND CREDIT REFERENCE CHECKS
- Each of Auto Trader and the Dealer warrants to the other that, in so far as the Agreement relates to or involves the processing of personal data, it shall comply with the provisions of the Data Protection Act 2018 (“Act”)the General Data Protection Regulations, and any amendments, updates or successors, laws and regulations to these; in so far as the Advertising Agreement relates to or involves the processing of Personal Data (as defined in the Data Protection Act 2018).
- The Advertiser acknowledges and agrees that in entering into the Advertising Agreement, the Publisher may collect certain Personal Data relating to the Advertiser and/or employees, consultants and/or contractors engaged by the Advertiser. This Personal Data may be used for a number of purposes including without limitation processing the Advertiser’s order and providing products and/or services to the Advertiser; carrying out customer and market research; dealing with requests and enquiries; maintaining records; sending the Advertiser information on products and services the Publisher thinks may be of interest to the Advertiser; fraud prevention purposes; assisting with police investigations and/or enquiries; and/or complying with statutory and regulatory obligations.
- The Publisher may disclose any information that it collects to other companies within Auto Trader Limited, to third parties whose products and/or services the Publisher think may be of interest to the Advertiser, to credit reference agencies, finance companies, fraud prevention agencies, the police, the Financial Services Authority and/or any other regulatory authorities.
- The Advertiser acknowledges and agrees that in entering into the Advertising Agreement, the Publisher may carry out credit reference checks on the Advertiser and/or any individual employed or otherwise engaged by the Advertiser. The Publisher reserves the right, at its sole discretion, to refuse to provide any services to the Advertiser, including without limitation any Advertising Services, if in the Publisher’s sole opinion any credit reference results are unsatisfactory.
- CANCELLATION AND REFUNDS
- All Advertisements will be processed immediately and are non-refundable.
- Advertisements can be removed from the Auto Trader Website via the Portal.
- The Charges are non-refundable in the event of the cancellation and/or withdrawal of an Advertisement for any reason.
- The Publisher shall be entitled to terminate the Advertising Agreement immediately on the giving of notice by telephone, fax, email or by letter to the Advertiser and further reserves the right in its sole discretion to refuse to publish any Advertisement or provide any Advertising Services or remove any or all Advertisement from the Websites, where:
- the Advertiser breaches the terms of the Advertising Agreement (and, if the breach is capable of remedy, has not remedied the breach within 30 days of receiving notice requiring the breach to be remedied);
- the Advertiser commits a material breach of the Advertising Agreement;
- the Advertiser persistently breaches any one or more terms of the Advertising Agreement;
- the Advertiser is in breach of any other agreement with the Publisher and/or is in legal proceedings with the Publisher in respect of any other agreement;
- the Advertiser ceases, or threatens to cease, to carry on its business;
- the Advertiser (being a company) is unable to pay its debts within the meaning of s.123, Insolvency Act 1986 or convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I, Insolvency Act 1986 or a proposal 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 (being an individual) is unable to pay his/her debts within the meaning of s.268, Insolvency Act 1986, is declared bankrupt, has a petition presented against him/her or makes an arrangement or compromise for the benefit of his/her creditors whether pursuant to Part VIII Insolvency Act 1986 or otherwise;
- the Advertiser (being a partnership) is unable to pay its debts or a petition is presented for its winding up under the provisions of the Insolvent Partnerships Order 1994 whether or not involving individual insolvency proceedings against the Advertiser’s partners and presented by creditors or by the partners themselves or such petition is presented against it in conjunction with bankruptcy or individual insolvency or petitions against any partner or if the Advertiser enters into any composition, scheme or arrangement or voluntary arrangement including its business and assets or the share of any partner or in the event of any action for a partnership account and/or winding up or dissolution of the Advertiser under the Partnership Act 1890 or if any of the states or affairs or events described in this clause 10.8.7 occur in relation to any partner or any similar action or steps are taken in any jurisdiction in relation to any of the above;
- the Advertiser is refused credit by the Publisher and/or another company within the Auto Trader Group;
- the Advertiser has provided false information, opened an account with the Publisher in another individual’s name or has otherwise acted dishonestly in their dealings with the Publisher;
- the Advertiser or someone associated with the Advertiser has used the Advertising Services illegally or fraudulently.
- the Publisher receives persistent complaints about Advertisements placed by the Advertiser and/or regarding the Advertiser’s business practices;
- in the reasonable opinion of the Publisher, the Advertiser and/or its employees have been abusive to the Publisher’s staff or the Publisher receives a complaint from a third party regarding the Advertiser’s conduct in the sale of an advertised vehicle.
- the Advertiser commits and/or is suspected of committing an offence including without limitation any fraud; and/or
- the Advertiser acts in a way which exposes the Publisher and/or any users of the Auto Trader Website to financial loss and/or legal liabilities and/or in a way which the Publisher reasonably believes may be detrimental to the reputation and/or business of the Publisher and/or any other company within the Auto Trader Group.
- The Publisher may at its sole discretion suspend, terminate or downgrade immediately the Advertiser’s participation in any Advertising Service and/or remove any or all Advertisements submitted by the Advertiser from the Auto Trader Website where:
- the Advertiser fails to comply with clauses 5.1, 5.2 and/or 5.9;
- the Publisher reasonably suspects the Advertiser is not complying with clauses 5.1, 5.2 and/or 5.9; and/or
- any competent law enforcement or compliance authority instructs, advises or makes a recommendation to the Publisher to take down any of the Advertiser™ content and/or suspend the delivery of any of the Advertising Services to the Advertiser.
- Termination of the Advertising Agreement shall be without prejudice to any rights accrued by the Publisher prior to termination and the Advertiser.
- LIABILITY AND INDEMNITY
- The Publisher shall provide the Advertising Services with reasonable care and skill and in a professional and timely manner. Any Advertisements on the Auto Trader Website created by or on behalf of the Publisher, shall be designed materially in accordance with the Materials provided by the Advertiser. Notwithstanding the foregoing, the Advertiser acknowledges and accepts that it is technically impossible to provide the Advertising Services free of faults, interruptions or errors and that the Publisher does not undertake to do so. The Publisher shall have no responsibility or liability arising out of or in connection with any communications or network defects, delays or failures (whether temporary or otherwise) (a) experienced by the Advertiser or any third party while accessing the Portal, and/or the Auto Trader Website; and/or (b) which impact on any Advertising Service.
- Where the Publisher is transferring Advertiser information to any third party in connection with any Advertising Service, the Publisher 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. The Publisher’s sole liability in connection with this clause is to liaise with the relevant third party and to re- transfer the relevant information.
- Any credits offered to the Advertiser in respect of faults in the operation of the Auto Trader Website affecting the Advertising Services shall only be payable by the Publisher at its sole discretion and in any event for a maximum period of four weeks unless there is proven to be (to the Publisher’s reasonable satisfaction) an ongoing fault.
- From time to time, the Publisher 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 Website is caused. However, the Advertiser acknowledges that the Publisher cannot guarantee that the Auto Trader Website will be continuously available online. For the avoidance of doubts, no credits shall be offered to the Advertiser in respect of interruptions to the Auto Trader Website arising as a result of maintenance work and/or due to circumstances outside of its reasonable control.
- The Publisher has the right at its discretion to decline to publish (in whole or in part), or to omit, suspend, change the position, size, quality or colouring of or reclassify any Advertisement or information supplied by the Advertiser. The Publisher may at any time update or withdraw any Advertising Service or vary the Auto Trader Website or any part thereof by notice to the Advertiser or by publishing new details.
- The Publisher does not monitor or control and shall not be responsible for the content of Advertisements. The Advertiser agrees that such matters are its sole responsibility.
- Subject to clause 11.9 below, the Publisher shall not be liable to the Advertiser:
- for any loss or damage suffered by the Advertiser arising out of or in connection with any total or partial failure to publish an Advertisement and/or for removing any materials from the Auto Trader Website;
- for failure of the Publisher to publish a photograph or slideshow of any vehicle;
- for any loss or damage suffered by the Advertiser arising out of or in connection with an failure by the Advertiser to keep safe and confidential all passwords, security identification and/or encryption details;
- for any loss of copy, artwork, photographs or other materials, which the Advertiser warrants that it has retained in sufficient quality and quantity for whatever purpose;
- in contract, tort (including without limitation negligence), statutory duty or otherwise arising out of or in connection with the Advertising Agreement for: (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill or reputation; (c) loss of contracts, business and/or opportunity; (d) loss of profits; (e) loss of revenue or anticipated savings; (f) business interruptions; (g) loss of or corruption to data howsoever caused (including caused as a result of e-crime attacks by third parties) and/or (h) any economic and/or other similar losses; and in each case such liability is excluded whether it is foreseeable, known, foreseen or otherwise and whether such losses are direct, indirect, consequential or otherwise; and/or
- unless a claim is brought by the Advertiser against the Publisher within 3 months of the date of the cause, or first in the series of causes of related events, giving rise to the claim.
- Subject to clause 11.9 below, the total liability of the Publisher in contract, tort (including without limitation negligence), statutory duty or otherwise (unless otherwise excluded), in respect of each event or series of connected events shall not exceed the aggregate of the Charges paid for the Advertisements giving rise to the liability for the period during which the event giving rise to the liability occurred.
- Nothing in the Advertising Agreement shall exclude or restrict any liability the Publisher 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 to the fullest extent permitted by law.
- The Advertiser shall indemnify and keep the Publisher 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 the Publisher in respect of any Advertisement, the subject matter thereof or any other materials supplied by the Advertiser in connection with any Advertising Service, and for any claim that the use by the Publisher of any copy, artwork, photograph or other materials provided by the Advertiser infringes any third party intellectual property rights or other third party rights and/or that the Advertiser has failed to fulfil any offer accepted by it, such offer having been placed via the Auto Trader Website or the Portal.
- 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 Advertisement, the Publisher may at its sole discretion, either amend the relevant part of the Advertisement or refund or adjust the charges. No amendment, refund or adjustment to the charges will be made where in the Publisher’s sole opinion the error, misprint or omission does not materially detract from the Advertisement or where it arises as a result of incorrect or inadequate information provided by the Advertiser.
- FORCE MAJEURE
- The Publisher 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 performing of its obligations under the Advertising Agreement if the delay and/or failure is due to any cause beyond the Publisher’s reasonable control (including but not limited to any act of God, lock out or other industrial action, governmental action or restriction, war, terrorism, fire, flood, infrastructure failure, power failure, strike or civil commotion) and time for performance of that obligation shall be extended accordingly.
- TRADE ADVERTISEMENTS
- It is the responsibility of the Advertiser to make it clear in any Advertisement 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 failure to comply is an offence for which the Advertiser may be prosecuted.
- The Advertiser is not permitted to place any Advertisements as private Advertisements and/or otherwise pass itself off as a private seller. The Publisher may at its sole discretion remove any Advertisement that has been placed as private by an Advertiser who the Publisher 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 Advertisement in question and may be charged an administration fee by the Publisher.
- The Advertising Agreement contains the entire agreement and understanding between the parties and supersedes any and 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 into 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 the Publisher’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 the Publisher. The Publisher 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.
- No variation of these Conditions shall be binding unless agreed in writing and signed by an authorised representative of the Publisher or in the case of any stock amendments, unless the Publisher confirms receipt of a stock advertising confirmation e-mail (in the prescribed form as provided by the Publisher).
- No waiver or indulgence by the Publisher shall be effective save in relation to the matter in respect of which it was specifically given.
- If any provision of these Conditions is found by any competent authority to be invalid, unlawful or otherwise unenforceable then such provision shall be severed from the remaining Conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
- Nothing in these Conditions 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 the Publisher.
- The Advertising Agreement, which incorporates these Conditions, 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.