Read these Conditions carefully as they govern the provision of Retail Accelerator to you. Auto Trader Limited may modify these Conditions from time to time and you should therefore ensure that you review these Conditions regularly.
These terms are provided subject to the Main Advertising Terms & Conditions which are incorporated into the Rules by reference.
Terms defined in the Main Advertising Terms & Conditions shall have the same meaning in these Rules provided that, should a term be defined in both the Main Advertising Terms & Conditions and these Rules, the meaning of the term defined in these Rules shall have precedence in relation to the Rules.
In these Conditions, unless the context otherwise requires, the following terms have the following meanings:
“Agreement” means any agreement for the provision of Retail Accelerator incorporating these Conditions and the Order Confirmation;
“Bulk Retail Check“ means the bulk retail check feature within the Retail Accelerator product provided by Auto Trader Limited, enabling the Subscriber to upload a stock list of vehicles and send it to Auto Trader Limited for Auto Trader Limited to supplement with additional information for the Subscriber’s own use;
“Business Site“ means a single geographical site from which the Subscriber carries out its vehicle sourcing/selling commercial business, where such site has its own registered ‘Dealer ID’ number in respect of the Subscriber’s access to Auto Trader Limited’s products and services, and where the Subscriber has specifically paid for and registered such ‘Dealer ID’ number with Auto Trader Limited to receive Retail Accelerator;
“Charges” means the monthly charges and set-up fee to be paid by the Subscriber for Retail Accelerator as set out in the Order Confirmation;
“Commencement Date” means the commencement date set out in the Order Confirmation or, if no such date is set out, the date that access to Retail Accelerator is initiated for the Subscriber;
“Conditions” means the Retail Accelerator Terms & Conditions as set out in this document;
“Confidential Information” means any trade secrets and non-public information including (but not limited to) any and all financial, technical, operational, commercial, staff, management and other information, data, experience and know-how, customer and supplier information and databases, business strategies, business plans, internal systems, concept and test results, software, products and/or services;
“Data” means any information regarding the Subscriber, any information regarding the Subscriber’s stock of vehicles (including but not limited to vehicle registration details, images, prices and sales information) and any information Auto Trader Limited might provide the Subscriber to supplement the Subscriber’s stock information;
“Auto Trader Limited” means Auto Trader Limited (Company No. 03909628);
“Auto Trader Website” means the website located at www.autotrader.co.uk;
“Full Retail Accelerator Package” means the enhanced package of Retail Accelerator which may include access to Stock Profiler;
“Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application for registration), including, but not limited to, all copyright, trademarks, patents, design rights, database rights and/or know-how;
“Reports” means any content, statistics, data, valuations, reports and/or other information delivered by Auto Trader Limited as part of Retail Accelerator (including but not limited to any information provided by Auto Trader Limited as part of Stock Profiler (where applicable));
“Retail Accelerator” means the web-based intelligence application owned and operated by Auto Trader Limited. For the avoidance of doubt, Retail Accelerator may include access to Stock Profiler dependant on the Retail Accelerator package purchased;
“Stock Profiler” means the stock profiler product provided by Auto Trader Limited. Access to this product may be included dependant on the Retail Accelerator package the Subscriber has purchased, enabling the Subscriber to upload a stock list of vehicles and send it to Auto Trader Limited for Auto Trader Limited to supplement with additional information for the Subscriber’s own use; and
“Subscriber” means the Advertiser who purchases a subscription to Retail Accelerator from Auto Trader Limited.
- 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 the case of any conflict or ambiguity between any provision contained in these Conditions and any provision contained in an Order Confirmation, the provision in the Order Confirmation shall take precedence.
- Each order or acceptance of a quotation for subscription to Retail Accelerator shall be deemed to be an offer by the Subscriber to subscribe to Retail Accelerator subject to these Conditions. No order placed by the Subscriber shall be deemed to be accepted by Auto Trader Limited until an Order Confirmation is issued by Auto Trader Limited or, if earlier, Auto Trader Limited provides the Subscriber with access to Retail Accelerator.
- These Conditions shall apply to the Agreement to the exclusion of all other terms and conditions (including any terms or conditions which the Subscriber purports to apply under any purchase order, confirmation of order, specification, or other document and any terms and conditions previously provided by Auto Trader Limited) unless Auto Trader Limited has expressly agreed to the contrary in writing.
- The Subscriber shall ensure that the terms of its order are complete and accurate.
- Any quotation is given on the basis that no agreement shall come into existence until Auto Trader Limited issues an Order Confirmation. Any quotation is valid for a period of 30 days only from its date, provided that Auto Trader Limited has not previously withdrawn it.
- Auto Trader Limited shall be entitled to modify these Conditions at any time and any such modifications are effective immediately from the time they are notified to the Subscriber. Display of the modified Conditions on the Auto Trader Website shall be deemed to be notice to the Subscriber. The Subscriber agrees to review the Conditions regularly to ensure they are aware of any modifications.
- RETAIL ACCELERATOR
- In consideration of payment of the Charges by the Subscriber in accordance with clause 5, Auto Trader Limited will provide the Subscriber with access to Retail Accelerator.
- Auto Trader Limited grants to the Subscriber a personal, non-exclusive, non-transferable and revocable licence to use Retail Accelerator and strictly in accordance with the terms of the Agreement.
- Details of Retail Accelerator may be separately set out by Auto Trader Limited from time to time on the Auto Trader Website and/or as otherwise provided by Auto Trader Limited to the Subscriber.
- Auto Trader Limited shall provide the Subscriber with a user login and password to access Retail Accelerator. The Subscriber is solely responsible for maintaining the confidentiality and security of its account with Auto Trader Limited including details of its unique login and password and shall immediately notify Auto Trader Limited if it becomes aware of any security threat.
- If the Subscriber requests an upgrade of its subscription to Retail Accelerator, the Subscriber shall, where required by Auto Trader Limited, sign a variation to the Agreement. Where both parties have signed a variation to this Agreement (where required by Auto Trader Limited), all references in these Conditions to “Agreement” or “Order Confirmation” shall be read to mean the amended Agreement including any new Order Confirmation issued as a result of such variation. Except as expressly amended by any variation, the original Agreement shall remain in full force and effect.
- Retail Accelerator is available only in respect of vehicles which a Subscriber (i) is looking to source for commercial purposes for its own Business Site, or (ii) has sourced for commercial purposes for its own Business Site and is currently in possession of such a vehicle with the aim of selling such vehicle to a third party. A Subscriber may use Retail Accelerator in respect of such vehicles which are being checked for more than one Business Site (for example, in cases of Subscribers who have a centralised sourcing and/or selling function for more than one location), provided that all such additional Business Sites have their own registered ‘Dealer ID’ numbers in respect of the Subscriber’s access to Auto Trader Limited’s products and services, and the Subscriber has specifically paid for and registered such ‘Dealer ID’ numbers to receive Retail Accelerator.
- SUBSCRIBERS OBLIGATIONS AND WARRANTIES
- The Subscriber is solely responsible for any data it provides to Auto Trader Limited.
- The Subscriber warrants that it shall:
- only use Retail Accelerator within the United Kingdom;
- use Retail Accelerator and any information provided by Auto Trader Limited to the Subscriber solely for its own internal business purposes within the motor industry and shall not use Retail Accelerator to provide a service to any third party (including without limitation to provide reports for any business other than the Subscriber’s business);
- obtain all the licences, consents and permits necessary to allow it to upload the data contained in any stock lists the Subscriber submits to Auto Trader Limited for the purposes of Bulk Retail Check or Stock Profiler (if applicable), including any stock information that the Subscriber has obtained from third parties;
- ensure that any data it provides to Auto Trader Limited is complete and accurate;
- use Retail Accelerator strictly in accordance with this Agreement and with any other instructions given by Auto Trader Limited to the Subscriber from time to time. The Subscriber shall permit Auto Trader Limited, at all reasonable times to verify that Retail Accelerator is being used within the terms of the Agreement;
- not distribute, resell or otherwise make available any data generated by Retail Accelerator to any third party;
- not distribute, sell, rent, loan, lease, sub-license or otherwise deal in Retail Accelerator;
- not alter, adapt, merge, copy, modify and/or translate Retail Accelerator in any way for any purpose, including without limitation, for error correction;
- not copy, reverse engineer, disassemble and/or decompile Retail Accelerator except to the extent as may be permissible by law;
- not remove, alter and/or obscure any copyright and/or notices of proprietary rights and restrictions on or in Retail Accelerator;
- not use Retail Accelerator for any activity that infringes applicable laws and/or regulations;
- not incorporate and/or link Retail Accelerator to any other services and/or products without Auto Trader Limited’s prior written consent;
- ensure that adequate procedures are in place in accordance with best computing practice with regard to data security, anti-virus and firewall protection and back-up; and
- not use any component of Retail Accelerator (including but not limited to the Bulk Retail Check feature) to obtain data for vehicle stock in respect of any site other than the Business Site (i.e. any site which does not have a registered ‘Dealer ID’ number with Auto Trader Limited which has been registered with Auto Trader Limited to receive Retail Accelerator), subject to paragraph 3.6 above.
- The Subscriber shall immediately notify Auto Trader Limited if it becomes aware of any unauthorised use of Retail Accelerator by any person.
- The Subscriber indemnifies and shall keep Auto Trader Limited fully indemnified from and against any and all costs, losses, liabilities and expenses (including legal costs on an indemnity basis) arising from any claim relating to or resulting directly or indirectly from any breach of the warranties given by the Subscriber in clause 4.2.
- CHARGES AND PAYMENT TERMS
- The Subscriber shall pay to Auto Trader Limited the Charges on or before the agreed due date, which shall be 30 days from the date of invoice unless notified otherwise. Time for payment is of the essence.
- Any set-up fee paid by the Subscriber is non-refundable. For the avoidance of doubt, where a set-up fee is payable by a Subscriber who signs up for a trial of Retail Accelerator and the Subscriber cancels Retail Accelerator prior to or on the expiry of the trial, the set-up fee will not be refunded.
- The Charges are exclusive of VAT which shall be payable by the Subscriber in addition.
- The Subscriber shall pay all sums due to Auto Trader Limited under the 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 Subscriber fails to make any payment by the due date then all monies owing by the Subscriber to Auto Trader Limited shall immediately become due and payable. Payment shall be made by Direct Debit unless otherwise agreed in writing by Auto Trader Limited. Other payment methods may be subject to an administration fee at Auto Trader Limited’s discretion. Any discount, which is extended to a Subscriber who pays the Charges by Direct Debit, is at the sole discretion of Auto Trader Limited and may be withdrawn by Auto Trader Limited at any time and for any reason.
- When a sum owing has not been received in full by Auto Trader Limited within 30 days from the due date, Auto Trader Limited shall be entitled (without prejudice to any other right or remedy it may have) to:
- charge the Subscriber 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 any services (including without limitation subscription to Retail Accelerator) provided to the Subscriber pursuant to any agreement with Auto Trader Limited or with any company within the Auto Trader Limited group (or any part of them) until such time as payment has been received in full (including any interest payable pursuant to clause 5.6.1 above).
- Auto Trader Limited reserves the right to decide the amount of any credit extended to the Subscriber in its sole discretion and Auto Trader Limited shall be entitled to withdraw credit facilities from the Subscriber at any time.
- Auto Trader Limited will under no circumstances be liable to refund all or any part of the Charges (including but not limited to any pre-payment or set-up fee) in the event of the suspension of any Retail Accelerator and/or termination of the Agreement (for any reason).
- Auto Trader Limited shall have the right to change its scale of charges at any time and for any reason. If Auto Trader Limited changes the Charges during the term of the Agreement, the Charges in force at the date of the Agreement shall continue to apply to such Agreement for a period of seven days following notification by Auto Trader Limited in writing of any such change, after which the amended Charges shall apply.
- INTELLECTUAL PROPERTY RIGHTS
- The Subscriber acknowledges and agrees that any and all Intellectual Property Rights in Retail Accelerator remains the sole property of Auto Trader Limited and/ or its licensors.
- In the event that new inventions, designs or processes evolve in performance of or as a result of the Agreement, the Subscriber acknowledges that the same shall be the property of Auto Trader Limited or its licensors unless otherwise agreed in writing.
- The Subscriber acknowledges and agrees that nothing in the Agreement confers on the Subscriber any licence or right to use any trademarks, names or logos of Auto Trader Limited, of any company within the Auto Trader Limited and/or of its licensors except as expressly set out in the Agreement and that all Intellectual Property Rights in the trademarks and logos of Auto Trader Limited (including without limitation the trade mark “Auto Trader”) and the Retail Accelerator name and logos and in any databases created by Auto Trader Limited together with all goodwill arising out of or in connection with the same, belong to Auto Trader Limited and/or its licensors (as appropriate).
- If any action or claim is made by a third party that Retail Accelerator infringes the Intellectual Property Rights or other rights of a third party (“Intellectual Property Claim”) the Subscriber shall:
- promptly notify Auto Trader Limited in writing of the action or claim;
- make no admissions or settlements without Auto Trader Limited’s prior written consent;
- cooperate fully with Auto Trader Limited; and
- give Auto Trader Limited or, at Auto Trader Limited’s request, Auto Trader Limited’s licensors complete control over the litigation and settlement of any action or claim and provide all information and assistance that Auto Trader Limited and/or its licensors might reasonably require.
- In the event of any Intellectual Property Claim, Auto Trader Limited shall be entitled at its own expense and option either to:
- procure the right for the Subscriber to continue using Retail Accelerator or the affected part(s) (as appropriate);
- make such alteration, modifications or adjustments to Retail Accelerator or the affected part(s) (as appropriate) so that it becomes non-infringing without incurring a material diminution in performance or function; or
- replace Retail Accelerator or the affected part(s) (as appropriate) with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.
- The Subscriber grants Auto Trader Limited a non-exclusive, irrevocable, perpetual and royalty-free licence to use the Data and to create and use any derivatives of the Data for any purpose.
- LIABILITY AND INDEMNITY
- Auto Trader Limited warrants that it will use reasonable skill and care to provide the Subscriber with access to Retail Accelerator.
- The Subscriber acknowledges and agrees that the Reports are comprised of data provided by third parties and that in providing the Reports Auto Trader Limited will use all reasonable skill and care but that Auto Trader Limited does not warrant the accuracy of any particular values which shall be treated as guides only.
- To the maximum extent permitted by law, Auto Trader Limited makes no other representations, warranties and/or conditions of any kind whether express or implied by statute, common law or otherwise including without limitation any warranty:
- that the Reports are accurate, fit for purpose and/or of a satisfactory quality; and/or
- that the Reports do not infringe any Intellectual Property Rights or other rights of a third party.
- Subject to clause 7.9 below, Auto Trader Limited shall have no liability to the Subscriber for any loss, damage, expense and/or other claims arising as a result of:
- the combination, operation and/or use of Retail Accelerator with other software or products not provided by Auto Trader Limited, if such loss, damage, expense and/or claims would have been avoided in the absence of such combination, operation or use;
- use of Retail Accelerator or a Report in any manner inconsistent with the Agreement (including but not limited to the management of any Subscriber employees);
- the supply by the Subscriber of any inaccurate, incomplete, illegible or incorrect information into Retail Accelerator;
- the failure of and/or any interruption to Retail Accelerator if the failure and/or interruption was due to any act or omission of the Subscriber and/or the breakdown, interruption or service failure to any telecommunication or other communications system or any other system operated or under the control of the Subscriber or a third party;
- any communications or network defects, delays or failures experienced by the Subscriber in trying to access Retail Accelerator; and/or
- the Subscriber’s negligence and/or wilful misconduct.
- The Subscriber acknowledges and agrees that Auto Trader Limited cannot guarantee that Retail Accelerator will be continuously available online free of any faults, interruptions and/or errors and that from time to time there may be disruptions to the provision of Retail Accelerator to enable Auto Trader Limited and/or its licensors to carry out necessary maintenance work.
- Subject to clause 7.9 below, Auto Trader Limited shall have no liability to the Subscriber in respect of any decisions and/or actions taken by the Subscriber based on and/or in reliance of Retail Accelerator and/or the Reports.
- Subject to clause 7.9 below, Auto Trader Limited shall not be liable to the Subscriber in contract, tort (including without limitation negligence), statutory duty or otherwise arising out of or in connection with the 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 of data howsoever caused (including caused as a result of e-crime attacks by third parties) and/or (f) 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.
- Subject to clause 7.9 below, the total liability of Auto Trader Limited in contract, tort (including without limitation negligence), breach of statutory duty or otherwise arising out of or in connection with the Agreement (unless otherwise excluded), in respect of each event or series of connected events shall not exceed the aggregate of the Charges paid for Retail Accelerator in the 3 months immediately preceding the date on which the event giving rise to the liability occurred and Auto Trader Limited shall not be liable to the Subscriber unless a claim is brought by the Subscriber against Auto Trader Limited within 12 months of the date of the cause, or first in the series of causes of related events, giving rise to the claim.
- Nothing in the Agreement shall exclude or restrict any liability Auto Trader Limited 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.
- The Subscriber shall indemnify and keep Auto Trader Limited fully indemnified against all claims, costs, proceedings, demands, losses, damages, expenses (including legal costs on an indemnity basis) or liability whatsoever arising out of or in connection with any breach of the Agreement by the Subscriber;
- The Subscriber acknowledges and agrees that the exclusions and limitations of liability set out in these Conditions are reasonable in view of the fact that the Reports are comprised of data supplied by third parties.
- DATA PROTECTION AND CREDIT REFERENCE CHECKS
- Each of Auto Trader Limited and the Subscriber 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”); and the General Data Protection Regulations.
- The Subscriber acknowledges and agrees that in entering into the Agreement, Auto Trader Limited may collect certain Personal Data (as defined in the Act) relating to the Subscriber and/or employees, consultants and/or contractors engaged by the Subscriber. This Personal Data may be used for a number of purposes including without limitation, processing the Subscriber’s order and providing products and/or services to the Subscriber; carrying out customer and market research; dealing with requests and enquiries; maintaining records; sending the Subscriber information on products and services Auto Trader Limited thinks may be of interest to the Subscriber; fraud prevention purposes; assisting with police investigations and/or enquiries; and/or complying with statutory and regulatory obligations.
- The Subscriber acknowledges and agrees that in entering into the Agreement, Auto Trader Limited may carry out credit reference checks on the Subscriber and/or any individual employed or otherwise engaged by the Subscriber. Auto Trader Limited reserves the right, at its sole discretion, to refuse to provide any products and/or services to the Subscriber, including without limitation, Retail Accelerator, if in Auto Trader Limited’s sole opinion, any credit reference results are unsatisfactory.
- The Agreement shall continue in force unless or until terminated by either party in accordance with these Conditions.
- The Subscriber shall be entitled to terminate the Agreement and/ or downgrade the package by giving notice in accordance with this clause 9.2. The Subscriber should telephone Auto Trader Limited on 0345 111 0002 to inform them that they are intending to terminate the Agreement or downgrade their package. If, having made such phone call to Auto Trader Limited, the Subscriber continues to want to terminate the Agreement and/ or downgrade the package the Subscriber shall give not less than 30 days notice in writing to Auto Trader Limited sent to: Auto Trader Limited, Cancellations Dept, 1 Tony Wilson Place, Manchester M15 4FN. Any notice must state the Subscriber’s account number and that Retail Accelerator is being terminated or downgraded. It is a condition of the Agreement that any attempt to terminate the Agreement or downgrade the package verbally shall be ineffective.
- The Subscriber is solely responsible for ensuring that Auto Trader Limited receives any notice of cancellation, termination or downgrade or any other items sent to Auto Trader Limited in connection with this Agreement and that any notice clearly states the Subscriber’s relevant account number. Receipt by Auto Trader Limited will only be confirmed when Auto Trader Limited sends written confirmation to the Subscriber.
- In the event the Subscriber breaches payment terms, Auto Trader Limited shall be entitled to serve a formal Notice of Termination of the account in writing, allowing the Subscriber 7 days to remedy any such breach and/or deficient funds failing which, this Agreement shall terminate. This is without prejudice to any previously accrued rights referred hereto and any other rights and/or remedies Auto Trader Limited may have at law.
- Auto Trader Limited shall be entitled to terminate the Agreement at any time on 7 days’ written notice to the Subscriber for convenience, or otherwise immediately on the giving of notice by telephone, fax, email or by letter to the Subscriber where:
- the Subscriber breaches the terms of the 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 Subscriber commits a material breach of the Agreement;
- the Subscriber persistently breaches any one or more terms of the Agreement;
- the Subscriber is in breach of any other agreement with Auto Trader Limited and/or with any other company within the Auto Trader Limited and/or is in legal proceedings with any such companies in respect of any other agreement;
- the Subscriber ceases, or threatens to cease, to carry on its business;
- the Subscriber (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 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 Subscriber (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; or
- the Subscriber (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 Subscriber’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 Subscriber 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 Subscriber under the Partnership Act 1890 or if any of the states or affairs or events described in this clause occur in relation to any partner or any similar action or steps are taken in any jurisdiction in relation to any of the above; and/or
- the Subscriber is refused credit by another member of the Auto Trader Limited.
- Termination of the Agreement shall be without prejudice to any rights accrued by Auto Trader Limited prior to termination and the Subscriber shall repay Auto Trader Limited on a full indemnity basis for all costs and expenses (including administration and legal costs on an indemnity basis) incurred by Auto Trader Limited in the event that the Subscriber changes address and fails to notify Auto Trader Limited and/or in recovering any sums due to it under the Agreement.
- FORCE MAJEURE
- Auto Trader Limited shall not be liable to the Subscriber and/or be deemed to be in breach of the Agreement by reason of any delay in performing and/or any failure to perform any of Auto Trader Limited’s obligations under the Agreement if the delay and/or failure is due to any cause beyond Auto Trader Limited’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, supplier failure, downtime, internet or connectivity failure, power failure, strike or civil commotion) and time for performance of that obligation shall be extended accordingly.
- The parties acknowledge and agree that all Confidential Information disclosed by either of them under or in relation to the Agreement is and remains the proprietary right and trade secret of such disclosing party and that disclosure creates in the receiving party no interest, title or lien whatsoever, except as otherwise provided in these Conditions (except here expressly stated otherwise in these Conditions in relation to Data). The parties agree to treat all Confidential Information received from the other with the same degree of care and diligence with which they treat their own confidential information (but with no less than reasonable care) both during and after the term of the Agreement and shall not disclose the same to any person, firm or company without the disclosing party’s prior consent.
- Confidential Information shall not include any information which is:
- public knowledge or which subsequently becomes public knowledge other than through any act or failure to act by either party;
- already known to the receiving party (as evidenced by its written records) at the time the Agreement is entered into and was not acquired directly or indirectly from the other party or is not otherwise subject to an obligation of confidentiality;
- acquired by the relevant party from any third party who did not acquire such information directly or indirectly from the disclosing party and/or in breach of any obligation of confidence; and/or
- required to be disclosed by law provided that as much advance notice of disclosure as is possible is given by the disclosing party to the other party.
- Each party acknowledges that it has not entered into the Agreement in reliance upon any representation not expressly set out in the Agreement and neither party shall be liable in respect of any representation made prior to and not contained in the Agreement. Nothing in these Conditions shall exclude or limit Auto Trader Limited’s liability for fraudulent misrepresentation.
- The Agreement is personal to the Subscriber, and the Subscriber may not assign, transfer, licence or subcontract the Agreement and/or any of its rights or obligations without the prior written consent of Auto Trader Limited. Auto Trader Limited reserves the right to assign, transfer, licence or subcontract the Agreement and/or any of its rights or obligations under the Agreement to a third party.
- Where two or more persons are named on the Agreement as the Subscriber, 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 Auto Trader Limited.
- No waiver or indulgence by Auto Trader Limited 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 Subscriber and Auto Trader Limited.
- The 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.