Retailer Display is provided subject to the Main Advertising Terms & Conditions.
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.
Please read these Rules carefully as they govern the provision of Services by Auto Trader to you. Auto Trader may modify these Rules from time to time and you should therefore ensure that you review these Rules regularly.
- DEFINITIONS AND INTERPRETATION
- In these Conditions, unless the context otherwise requires, the following terms have the following meanings:
“Advertiser” means the person, firm or company who is the advertiser of a product or service promoted in Retailer Display and any advertising agency acting as agent on behalf of such a person, firm or company;
“Agreement” means any agreement for the provision of Services setting out details of the Advertiser and the Campaign and incorporating these Conditions;
“Auto Trader Website” means the website located at www.autotrader.co.uk;
“Campaign” means an advertising campaign in which the Retailer Displays are posted on the Auto Trader Website when the Criteria are met,
“Charges” means the charges to be paid by the Advertiser for the Services as set out in the Retailer Display Contract;
“Conditions” means the Retailer Display Terms & Conditions as set out in this document;
“Creative” means any creative built to form part of a Retailer Display campaign. The Creative may be traditional artwork or such other creative as may be offered by the Publisher from time to time.
“Creative Acceptance Policy” (CAP) means the document produced by the Publisher to specify the technical and design requirements for any creative supplied by an Advertiser to form whole or part of a Retailer Display campaign. This document is subject to frequent updates and it is the responsibility of the Advertiser to ensure they have the relevant documentation prior to producing Creative.
“Campaign” means a Retailer Display product, e.g. a Competitor Lock Out campaign
“Criteria” means the targeting information set out in the Retailer Display Contract which, when met, require the Retailer Display campaign to be posted on the Auto Trader Website;
“Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (including any application for registration), including without limitation all copyright, trademarks, patents, design rights and database rights;
“Inventory” means the advertising space and specific target, i.e. postcode on the Auto Trader website where the Retailer Display campaign will appear.
“Materials” means any copy, artwork, text, data, photographs, slides, video clips and/or other materials;
“Publisher” means Auto Trader Limited (trading as “Auto Trader”);
“Retailer Display” is a general term for any display product or package sold to Retailers. It includes Competitor Lock Out (CLO), Retargeting and Home Page Take Over (HPTO) products which are combinations of Leaderboard, Skyscraper, MPU, and Home Page Skin ad formats/ creatives.
“Retailer Display Contract” means a completed form headed “Retailer Display Contract” or otherwise, signed by both parties setting out details of the Advertiser and the Services to be provided by the Publisher including without limitation Retailer Display, the Creative and Criteria, which incorporates and is subject to these Conditions;
“Services” means the services to be provided pursuant to the Agreement including the design of the required ad formats for the purchased Retailer Display product and the posting of the campaign to the Auto Trader Website when the Criteria in each instance are met.
- 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 the 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 a Retailer Display Contract, the provision in the – Retailer Display Contract shall take precedence.
- The 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 Dealer Portal on 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.
- In these Conditions, unless the context otherwise requires, the following terms have the following meanings:
- RETAILER DISPLAY AGREEMENT
- The Advertiser shall ensure that the terms of its order and that the details set out on the Application Form are complete and accurate.
- Any changes to the Services requested by the Advertiser after signing the Agreement will be at the Publisher’s sole discretion and may be subject to the payment of additional charges.
- Details of the Services including, without limitation, details of Retailer Display,Creatives available and the Creative Acceptance Policy may be 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 Retailer Display and/or Creatives shall be read accordingly.
- All Retailer Display products/ inventory are allocated on a first come, first served basis and the Publisher gives no guarantee that a particular Retailer Display product/ inventory will be available to the Advertiser even after both parties have signed the Agreement. Where the Publisher is unable to provide the Retailer Display product/ inventory requested by the Advertiser and/or otherwise stipulated on the Agreement, the Publisher will offer the Advertiser an alternative Retailer Display product/ inventory. If the Advertiser does not wish to take the alternative Retailer Display product/ inventory, it shall be entitled to cancel the Agreement immediately prior to commencement of the Services and the Publisher shall refund to the Advertiser any Charges already paid. For the avoidance of doubt, the Advertiser shall not be entitled to cancel the Agreement after commencement of the Services except in accordance with clause 7 below.
- The Publisher gives no guarantee to the Advertiser that the Retailer Display product offered will guarantee that a physical number of impressions will be delivered.
- RETAILER DISPLAY
- The Advertiser warrants that:
- all Materials and/or Retailer Display creative that the Advertiser supplies to the Publisher shall be legal, non-infringing, decent, honest and truthful and shall comply with the British Code of Advertising Standards Authority and with all other relevant codes and requirements of current UK 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 in a Retailer Display campaign.;
- where the Advertiser is an advertising agency or other representative, it is authorised to enter into this Agreement;
- the reproduction and/or publication by the Publisher of the Retailer Display (including but not limited to any photographs contained in the Retailer Display) and/or of any Materials supplied by the Advertiser within the Retailer Display and/or the use by the Publisher of the Advertiser’s logo and trade marks in the Retailer Display 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 Retailer Display submitted for publication by the Advertiser, 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 Agreement and has complied in all respects with the Data Protection Act 2018, the General Data Protection Regulations, and any amendments, updates or successors, laws and regulations to these; in so far as the Advertising Agreement relates to or involves the processing of Personal Data (as defined in the Data Protection Act 2018).
- The Publisher maintains an impartial editorial policy. Advertisers and/or agents are never guaranteed an editorial mention in exchange for entering into an Agreement, or becoming a sponsor of any website operated and/or owned by Auto Trader or another company within Auto Trader Limited.
- The Publisher may refuse, edit and/or require to be amended any copy, artwork and/or materials set out in a Retailer Display and reserves the right to make any alteration it considers necessary or desirable to the Retailer Display and to require illustrations, artwork or copy to be amended to meet its approval for any reason.
- The Publisher may at any time remove any or all of the Retailer Display and /or other of the Advertiser’s materials from the Auto Trader Website, which in the Publisher’s opinion are unlawful or have been placed on the Auto Trader Website in breach of this Agreement or in the event of non-payment or any other breach of the Agreement.
- The Advertiser agrees that all questions and complaints relating to a Retailer Display campaign and/or the Advertiser are the sole and exclusive responsibility of the Advertiser. The Advertiser agrees to indemnify the Publisher in respect of all costs, damages or other charges falling upon the Publisher as the result of any complaints, legal actions or threatened legal actions arising from the publication of any Retailer Display campaigns, or any part of a Retailer Display campaign.
- The Advertiser shall be solely responsible for checking the accuracy of any Retailer Display creative for errors and for amending copy.
- The Advertiser shall report to the Publisher any suspected faults to the Service as soon as the suspected faults come to the Advertiser’s attention.
- The Advertiser shall not provide files that contain a virus or corrupted data.
- The Advertiser warrants that:
- INTELLECTUAL PROPERTY RIGHTS
- The Advertiser acknowledges and agrees that all Intellectual Property Rights in any Retailer Display creative and/or in any Materials which the Publisher or its employees, contractors, agents and/or associated companies have created and/or in any way altered during performance of the Services shall vest in the Publisher or its licensors (as appropriate). To the extent that any such Intellectual Property Rights are not automatically vested in the Publisher, the Advertiser hereby assigns to the Publisher all such rights.
- In respect of any Retailer Display creative and/or Materials (except those referred to in clause 5.1 above) which the Advertiser supplies to the Publisher, its employees, contractors, agents and/or associated companies whether by means of Dealer Edit or other software communication tools or by any other way or means howsoever arising, the Advertiser grants the Publisher or procures the grant for the Publisher of a non-exclusive, irrevocable, perpetual and royalty free licence to use such Materials and/or Retailer Display creative supplied for any purpose.
- 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 Retailer Display creative provided by the Advertiser to the Publisher and/or otherwise for inclusion on the Auto Trader Website.
- The Publisher is hereby permitted to reproduce and publish (or to permit the same) all or any part of any Retailer Display creative (including without limitation the reproduction and publication of copy, artwork and photographs and other materials) and to include them on the Auto Trader Website and/or on any other third party websites as determined by the Publisher. Except in respect of Retailer Display creatives provided by the Advertiser to the Publisher in completed form and which are not in any way altered by the Publisher, no part of any Retailer Display creative may be used in any other publication, electronic or otherwise, without the prior written consent of the Publisher.
- CHARGES AND PAYMENT
- Where the Advertiser takes the pre-payment option as agreed with the Publisher, an 8 week initial pre-payment is required from the Advertiser before the Services are enabled. The Advertiser shall be solely responsible for ensuring that sufficient funds have been paid in advance of the chargeable period.
- TERM AND TERMINATION
- Unless terminated earlier in accordance with these Conditions, the Agreement shall continue in force for the period specified in the Application Form. If no such period is specified in the Application Form, the Agreement shall remain in force unless and until terminated in accordance with these Conditions.
- The Advertiser shall be entitled to terminate the Agreement, cancel all or any Services and/or downgrade the Services by giving notice in accordance with this clause 7.2. The Advertiser should telephone Auto Trader on 0345 111 0002 to inform them that they are intending to terminate the Agreement, cancel all or any of the Services and/or downgrade the Services. If, having made such phone call to Auto Trader, the Advertiser continues to want to terminate the Agreement, cancel all or any of the Services and/or downgrade the Services, the Advertiser shall give not less than 28 days’ notice in writing to the Publisher sent to the Dealer Support Administration Department at the address specified on the invoice, such notice not to expire prior to the end of the first 28 days of the Agreement or such other initial period as specified in writing by the Publisher (“Initial Period”). Any free periods of Services provided by the Publisher to the Advertiser under the Agreement shall not count towards the calculation of the Initial Period. Any notice must state the Advertiser’s account number and the exact Services being terminated. It is a condition of the Agreement that any attempt to terminate the Agreement verbally shall be ineffective.
- If at any time the Advertiser cancels a booking once a Campaign has started, due to no fault of the Publisher, the Advertiser will still be accountable for the full Charges, unless otherwise agreed by the Publisher in writing.
- The Advertiser shall repay the Publisher on an indemnity basis for all costs and expenses (including legal costs) incurred by the Publisher in:
- finding the Advertiser’s address if the Advertiser changes address and fails to notify the Publisher;
- recovering any sums due to it under the Agreement.
- LIABILITY AND INDEMNITY
- The Publisher shall provide the Services with reasonable care and skill and in a professional and timely manner. Any Retailer Display campaigns on the Auto Trader Website created by or on behalf of the Publisher, shall be designed materially in accordance with the details and materials provided by the Advertiser. Notwithstanding the foregoing, the Advertiser acknowledges and accepts that it is technically impossible to provide the 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 Auto Trader Website; and/or (b) which impact on any Service.
- The Publisher does not monitor or control and shall not be responsible for the content of Retailer Display creatives. The Advertiser agrees that such matters are its sole responsibility.
- for any loss or damage suffered by the Advertiser arising out of or in connection with any total or partial failure to publish a Retailer Display campaign and/or for removing any materials from the Auto Trader Website;
- 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 Agreement by the Advertiser, any third party complaints or claims brought against the Publisher in respect of any Retailer Display campaign, the subject matter thereof or any other materials supplied by the Advertiser in connection with the 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.
- Without prejudice to the liability of the Advertiser to pay the relevant Charges for any Agreement in full by the relevant due date, in the event of any error, misprint or omission in a Retailer Display creative, the Publisher may at its sole discretion, either amend the relevant part of the Retailer Display creative 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 Retailer Display campaign or where it arises as a result of incorrect or inadequate information provided by the Advertiser.