Terms and Conditions

RETAILER FINANCE BUSINESS RULES (BETA PHASE)(“RULES”)

Last updated: 29 September 2021

Retailer Finance allows an Advertiser to offer via its Adverts on the Auto Trader Platforms and/or in person at its physical retail sites, the ability for Consumers to obtain Finance Offers, based on eligibility, and make Finance Applications in relation to the potential purchase of Vehicles from up to three of the Advertiser’s selected lenders, as well as the option to be introduced to a broker for the purpose of providing a further Finance Offer to the Consumer and the Consumer taking one of the Finance Offers through to the full application process with the Lender (as described in more detail in clause 2 below).

Retailer Finance is provided subject to the Main Advertising Terms & Conditions which are incorporated into these 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.

Please note that Auto Trader does not offer a source of credit, or a finance product directly.

  1. DEFINITIONS

    1. Auto Convert means the subsidiary of Auto Trader known as Auto Convert (which is a trading name for Blue Owl Network Limited (company number: 09633716)), which is the entity that will:
      1. facilitate the display of Finance Offers on the Auto Trader Platforms (and Portal) based on soft search eligibility through integration with Equifax and Experian credit bureau services, as well as checks against lender criteria; and
      2. provide Lender integration to enable the submission of a Finance Application from the Auto Trader Platforms (and Portal) and receive any decision from the Lender;
    2. Auto Trader Online Approvals means the Online Approvals service offered by Auto Trader which the Advertiser may include as part of its Package, as described in clause 2.3;
    3. Beta Phase means the period during which Retailer Finance is being made available to selected Advertisers whilst Auto Trader tests and develops Retailer Finance (such period to be as determined by Auto Trader);
    4. Broker means the third party broker who provides the Broker Panel from time to time, being Car Money Limited;
    5. Broker Panel means the service provided by Auto Trader in partnership with the Broker to provide details of an alternative Finance Offer to a Consumer which the Advertiser may include as part of its Package, as described in clause 2.4, and subject to the terms of clause 5 and the Appendix;
    6. Consumer means, where the Finance Management Platform is being used a consumer who attends a physical site of the Advertiser and where Auto Trader Online Approvals is being used a user of the Auto Trader Platform, in each case that is interested in obtaining Finance Offers and making a Finance Application in relation to a Vehicle advertised by the Advertiser;
    7. Dealer Finance means Auto Trader’s Dealer Finance product, which is subject to the Dealer Finance Business Rules;
    8. FCA means the Financial Conduct Authority, which regulates the promotion and sale of consumer credit, including Dealer Finance and Retailer Finance, in the UK;
    9. FCA Handbook means the document which sets out the FCA’s rules and guidance made under powers given to them by the Financial Services and Markets Act 2000, as amended, which can be located at https://www.handbook.fca.org.uk/;
    10. Finance Application means an application for finance made by a Consumer in response to a Finance Offer directly with a Lender or via the Broker;
    11. Finance Offers means the offers made to those Consumers who have met the pre-defined Lender criteria, following a soft credit search;
    12. Finance Management Platform means the secure finance portal offered by Auto Trader, which allows Advertisers to ‘stack the deal’, manage finance leads, soft check consumer eligibility, obtain finance offers and submit credit applications on behalf of Consumers, which is part of the Retailer Finance package and as further set out in clause 2.2;
    13. Lender means a direct lender on the Advertiser’s own panel of lenders which the Advertiser selects for the Lender Panel (being a direct lender and not a broker);
    14. Lender Panel means the panel of no less than one and no more than three Lenders that the Advertiser selects from its own panel of direct lenders to provide Finance Offers for the Advertiser in relation to Retailer Finance;
    15. Retailer Finance means the product as described in clause 2 below; and
    16. Vehicle means a vehicle advertised by the Advertiser in relation to which the Consumer wishes to obtain Finance Offers and make a Finance Application (if applicable).
  2. RETAILER FINANCE PRODUCT

    1. Retailer Finance comprises Dealer Finance and the Finance Management Platform, as well as Auto Trader Online Approvals and/or the Broker Panel (in each case, if selected by the Advertiser as part of the package), each as more particularly set out in clauses 2.2 to 2.4 below.
    2. The Finance Management Platform (if selected by the Advertiser as part of its Package) allows the Advertiser to offer to Consumers in person at the Advertiser’s physical retail sites, via additional functionality on Portal, the following:
      1. Finance Offers, surfaced via Portal, based on soft search eligibility through integration with Equifax and Experian credit bureau services, as well as checks against lender criteria; and
      2. the submission of a Finance Application from Portal, and receive any decision from the Lender.
    3. Auto Trader Online Approvals (if selected by the Advertiser as part of its Package) allows the Advertiser to offer to Consumers the functionality described in clause 2.2 via its Adverts on the Auto Trader Platforms. Auto Trader Online Approvals can only be displayed on full page Adverts and such other areas of the Auto Trader Platforms as shall be determined by Auto Trader.
    4. The Broker Panel (if selected by the Advertiser as part of its Package) allows the Consumer to be introduced to the Broker who will provide details of an alternative Finance Offer in addition to any Finance Offers offered by the Advertiser’s Lenders.
    5. Following a decision from the Lender, the Retailer and the Lender are responsible for completing all necessary steps to finalise the Finance Application with the Consumer.
    6. Retailer Finance is available for the categories of vehicles specified by Auto Trader from time to time.
  3. ELIGIBILITY AND SIGN UP

    1. Retailer Finance is available only to Advertisers who have signed up for Dealer Finance and who have access to Portal.
    2. The Advertiser must also sign up for the Finance Management Platform and may select Auto Trader Online Approvals and/or the Broker Panel in addition as part of its Package.
    3. The Advertiser must be authorised and regulated by the FCA for the relevant permissions or who act as an Appointed Representative of an Authorised Firm with the relevant Consumer Credit permissions.
    4. Auto Trader reserves the right to reject any application by any Advertiser for Retailer Finance for any reason, or in respect of one or more of the services which comprise part of Retailer Finance.
  4. LENDERS

    1. For use of the Finance Management Platform and/or Auto Trader Online Approvals, the Advertiser must have an agreement in place with each Lender it wishes to use on its Lender Panel prior to obtaining Retailer Finance, or prior to adding such Lender to the Lender Panel (as applicable).
    2. It is the responsibility of the Advertiser to ensure that the Lenders will:
      1. ensure that all rates offered by the Lenders are accurate and up to date at all times;
      2. satisfy and complete all of Auto Trader’s onboarding requirements; and
      3. act at all times in accordance with its own codes of practice and will not undertake any practices which may be deemed by Consumers or the FCA to be misleading.
    3. The Advertiser must, at any given time, have at least one Lender in place to offer Finance Offers. It is at the Advertiser’s discretion regarding the maximum number of Lenders they work with, however Retailer Finance will only feature a maximum of three.
    4. In the event that the Advertiser wishes to change one or more Lenders on its Lender Panel it shall contact its Auto Trader account manager to request the changes.
    5. The Advertiser shall notify Auto Trader immediately in the event that any Lender on its Lender Panel:
      1. is removed from the Advertiser’s Lender Panel for any reason; or
      2. does not hold the relevant permissions with the FCA, or has or is suspected to have breached regulations and/or any members of the Lender’s business are being investigated by the FCA for any misconduct.
    6. The Lenders on the Advertiser’s Lender Panel must all comprise direct lenders and not act as brokers.
  5. BROKER PANEL

    If the Advertiser takes the Broker Panel option, the terms in this clause 5 shall apply.

    1. If the Advertiser takes the Broker Panel option as part of Retailer Finance the Consumer will be introduced to the Broker who will provide details of an alternative Finance Offer in addition to any Finance Offers offered by the Advertiser’s Lenders.
    2. The Broker has entered into a partnership with Auto Trader to provide the Broker Panel. As part of this partnership, the Broker requires all Advertisers using the Broker Panel to enter into an agreement with the Broker in the form set out below in the Appendix (“Broker Agreement”) prior to using the Broker Panel. Advertisers should therefore read the Broker Agreement carefully, as by using the Broker Panel, Advertisers are accepting the Broker Agreement and entering into a binding legal contract with the Broker directly on the terms of the Broker Agreement.
  6. ADVERTISER OBLIGATIONS

    1. The Advertiser shall:
      1. comply with all current legislation, advertising codes and any other requirements, including those implemented by the FCA such as the FCA Handbook;
      2. notify Auto Trader immediately if there are changes to the Advertiser’s FCA authorisation or to the permissions held by the Advertiser which does or may impact on them being able to broker credit, or if the Advertiser is given any notice, sanction, suspension or similar;
      3. fully co-operate with Auto Trader in respect of any complaints from Consumers, or otherwise, and shall provide to Auto Trader all relevant information to assist Auto Trader in dealing with any complaints or issues in relation to the Advertiser’s use of Retailer Finance; and
      4. not do anything, or allow it to be done by Lenders, which may mislead Consumers or be contrary to industry good practice, or which may intentionally circumvent use of Retailer Finance or which may incur unnecessary charges for Auto Trader. Auto Trader will monitor the practices of Advertisers and may suspend or terminate Retailer Finance in the event that any practices appear to be outside of the normal course of use of Retailer Finance (and such practices may also be a breach of the Main Advertising Terms & Conditions).
    2. The Advertiser acknowledges and agrees that nothing in these Rules, or in the provision of the Retailer Finance product places any obligation on Auto Trader to undertake any or all of the Advertiser’s regulatory responsibilities. The Retailer Finance product may facilitate the Advertiser in delivering its responsibilities, but this is not a substitute for (and Auto Trader has no liability for) the Advertiser continuing to ensure that it complies with all of its regulatory obligations, whether under the FCA or otherwise. It is, and will remain, the Advertiser’s responsibility at all times to liaise with its Principal Firm in the case where it is an Appointed Representative (each as defined in the FCA Handbook).
    3. Auto Trader will conduct regular due diligence to ensure that the Advertiser is authorised by the FCA and holds the relevant permissions.
  7. CHARGES

    1. The Charges payable by Advertisers for Retailer Finance are set out in an Order Confirmation and/or Order Variation or as otherwise specified by Auto Trader. Such Charges shall be payable in accordance with the Main Advertising Terms & Conditions. Auto Trader reserves the right to modify the Charges at any time in accordance with the Main Advertising Terms & Conditions.
    2. Retailer Finance is currently provided at no extra cost during the Beta Phase. However, Auto Trader reserves the right to charge for this Product at some point in the future (including during the Beta Phase) but will only do so on the basis that Advertisers have been provided with notice of any price changes in accordance with our Main Advertising Terms & Conditions.
  8. TERMINATION AND CANCELLATION OF RETAILER FINANCE

    1. During the Beta Phase, on the basis that Retailer Finance is being tested as a concept and may be subject to change without notice, each of the Advertiser and Auto Trader may terminate an Advertiser’s use of Retailer Finance on 7 days’ notice. Advertisers acknowledge that it may take up to a further 7 days for Auto Trader to remove Retailer Finance from the Advertiser’s Package following receipt of such notice.
    2. Auto Trader may suspend or terminate Retailer Finance (including, at Auto Trader’s option in relation to one or more of the services or from any or all elements of the Auto Trader Platforms) for an Advertiser if:
      1. Auto Trader has good reason to suspect, or becomes aware of, any breach by the Advertiser of these Business Rules, the Dealer Finance Business Rules, the Main Advertising Terms & Conditions or the Broker Agreement (if applicable);
      2. the Advertiser does not hold the relevant permissions with the FCA, or has or is suspected to have breached regulations and/or any members of the Advertiser’s business are being investigated by the FCA for any misconduct or if any of the events in clause 6.1.2 occur in relation to the Advertiser;
      3. the Advertiser has no Lenders available to provide Finance Offers or Finance Applications; or
      4. Dealer Finance terminates or expires for any reason in relation to the Advertiser or otherwise.
  9. PERSONAL DATA

    To the extent that any personal data is processed by Auto Trader on behalf of the Advertiser as part of Retailer Finance, this is done so in accordance with Auto Trader’s Data Processing Terms.

  10. COMPLAINTS

    1. If Auto Trader receives a complaint in connection with Retailer Finance and has reasonable grounds to be satisfied that the Advertiser is responsible for the matter alleged in the complaint, Auto Trader will promptly forward the complaint to the Advertiser using either the contact details held on Auto Trader’s records, or those available on the FCA Register.
    2. The Advertiser is then required to resolve the complaint in line with the Dispute Resolution Section of the FCA Handbook.
    3. Any complaints received will be recorded on the Advertiser’s account with Auto Trader.
    4. The Advertiser is required to inform Auto Trader as soon as possible as to the final resolution/outcome of all complaints.
    5. The Advertiser is required to provide any information or data that Auto Trader may reasonably request to enable Auto Trader to handle complaints in accordance with its obligations set out in the Dispute Resolution chapter of the FCA Handbook.
  11. GENERAL

    1. The design and format of Retailer Finance and any related assets on the full-page Advertisements, shall be determined by Auto Trader and may be amended by Auto Trader at any time at Auto Trader’s sole discretion.
    2. In the event of a breach of these Rules by any Advertiser, such breach shall be deemed a breach of the Main Advertising Terms & Conditions and Auto Trader be entitled to such rights and remedies available to it thereunder.
    3. Auto Trader reserves the right to amend, modify, remove and/or extend Retailer Finance at any point with immediate effect.
    4. Auto Trader may modify these Rules from time to time on giving at least 15 days’ notice in accordance with our Main Advertising Terms and Conditions.

APPENDIX - BROKER AGREEMENT

CarMoney Ltd- Dealer/Introducer Agreement & Terms of Business

Purpose of Agreement

This Agreement deals with the Supplier introducing a Customer to the Company to whom the Company may provide finance in connection with the purchase of an Asset and payment of commission by the Company to the Supplier, subject to the terms and conditions of this Agreement.

This Agreement is applicable solely to transactions involving Customers being introduced to the Company by the Supplier via Auto Trader Limited’s platforms (including the website www.autotrader.co.uk, Auto Trader’s mobile application and Auto Trader’s dealer service delivered through a web-based portal, an application and/or APIs, which allow automotive dealers to manage their account, stock, adverts, consumer enquiries, leads and other products). To the extent that the Supplier introduces Customers to the Company other than via Auto Trader Limited’s platforms, such introductions shall be governed by a different version of the “Dealer/Introducer Agreement & Terms of Business” between the Supplier and the Company which does not refer to Auto Trader.

In certain circumstances, the Company may require that the obligations of the Supplier to the Company in terms of this Agreement are guaranteed, in which event the provisions of clause 16 shall apply to the Guarantor.

IMPORTANT: By giving the guarantee, the Guarantor will become liable instead of or as well as the Supplier. The Guarantor should seek independent legal advice before entering into the Guarantee.

Agreement

between

CarMoney Limited (incorporated in Scotland, SC467274), having its registered office at The Wright Business Centre, 2 Renshaw Place, Motherwell, ML1 4UF, being authorised and regulated by the Financial Conduct Authority (FCA Reference Number 674094 (“the Company” which expression shall include CarMoney Limited’s successors, transferees and assignees)

and

Your Legal Name
("The supplier")
……………………………………………………………………………………
(Check : details to correspond exactly with FCA authorisation register)
Your Address ……………………………………………………………………………………
……………………………………………………………………………………
……………………………………………………………………………………
……………………………………………………………………………………
Your Postcode ……………………………………………………………………………………
Supplier's Details
Type of business Sole Trader Partnership Limited Company
FCA Reference Number ……………………………………………………………………………………
Telephone Number ……………………………………………………………………………………
Co. Reg. Number ……………………………………………………………………………………
Email Address ……………………………………………………………………………………
VAT Number ……………………………………………………………………………………
Supplier’s Bank Details (for payment of advances and commission)
Bank Name ……………………………………………………………………………………
Branch Address ……………………………………………………………………………………
Account Name ……………………………………………………………………………………
Sort Code ……………………………………………………………………………………
Account No. ……………………………………………………………………………………
BACS Disclaimer

You acknowledge that you have provided us with the above bank details for the purpose of paying finance advances and commission payments to you by BACS or similar electronic transfer. You have indicated that you are an authorised signatory for the Supplier by signing this document. You have authorised the Company to make payment solely to the bank account detailed above. The Company is not liable if it transpires that any monies should have been paid to a different account. (Proof of these bank details in the form of a copy cheque or paying in slip must be provided).

Guarantor Details (if box ticked by the Company)
Guarantor
Name
("the Guarantor"
……………………………………………………………………………………
Home Address ……………………………………………………………………………………
……………………………………………………………………………………
……………………………………………………………………………………
Postcode ……………………………………………………………………………………

(example form only)

DEFINITIONS

In this Agreement, the following words and expressions shall have the meanings stated :

Asset: any vehicle or equipment to be sold by the Supplier to the Company for subsequent supply to a Customer under a credit agreement.

Customer: the person or persons entering into a Finance Agreement with the Company and who will be using the Asset.

Finance Agreement: any finance agreement between the Company and the Customer relating to the sale/purchase of a particular Asset proposed by the Supplier.

Guaranteed Obligations: all monies, debts and liabilities of any nature from time to time done or owing by the Supplier to the Company in terms of this Agreement.

Introducer: the ‘Supplier’ as determined on this agreement, above.

Invoice: an invoice relating to the sale of a particular Asset to the Company.

Supplier’s Obligations: The Supplier undertakes to the Company the following :

  1. Status of Supplier

    1. The Supplier is not the Company’s agent, save in terms of and as a consequence of the provisions of the Consumer Credit Act 1974 and the Supplier shall not hold itself out as being the Supplier’s agent.
    2. The Supplier does not have an interest in, or a connection with the Customer or a business in which the Customer is connected or with which the Customer is interested.
    3. The Supplier will act in good faith towards the Company, comply with the Company’s reasonable instructions and not allow its interests to conflict with those of the Company.
  2. Customer

    1. The Supplier must check the identity of the Customer before releasing the Asset to them by seeking appropriate proof of identity as required from time to time by the Company. If the Supplier has any doubts regarding the identity of the Customer, the Supplier must telephone the Company on 0141 570 3310 and await written instructions.
    2. The Customer is acquiring the Asset for their own beneficial use.
    3. In the event of any fraud, misrepresentation, bribery and/or corruption by either the Supplier or their representatives or where the Supplier is reckless in not identifying the same by a Customer, the Supplier will indemnify the Company and keep the Company indemnified in respect of any resulting loss, claims, demands, actions, proceedings, damages, costs and expenses (including professional advisers' fees and any fees or rentals that the Company may refund or choose not to charge the Customer) that the Company incurs or suffers including in connection with (i) any complaint to the Financial Ombudsman Service and/or (ii) any civil claim by the Customer. The provisions of this clause shall continue to apply notwithstanding the termination of this Agreement for any reason.
  3. Asset

    1. In respect of each Asset, at the time of the sale of that Asset, the Asset is the sole property of the Supplier and free of all charges, liens and encumbrances.
    2. In respect of the Invoice for each Asset :
      1. the Asset is being sold to the Company at the cash price stated on the Invoice, inclusive of VAT;
      2. the description and cash price of the Asset stated on the Invoice are correct in all respects;
      3. the Invoice will contain the following details and information in relation to each Asset:
        • Date of invoice & invoice number
        • Supplier Name & Registered Office
        • VAT Number
        • Make of Asset
        • Model of Asset
        • Whether the Asset is New or used
        • Registration/Serial Number of Asset
        • Identity/Chassis Number of Asset
        • Correct Mileage from odometer of Asset
        • Date Asset first registered
        • Cash price of Asset
        • Deposit paid
        • Part exchange allowance
        • Balance due
    3. Where the Asset is a motor vehicle it will, unless otherwise specified in the Invoice, be in either “CAP Clean” condition (as published by CAP Motor Traders Limited) or in “Glass’s Excellent” (Guide Condition) as published by Glass’s Information Services Limited and of satisfactory quality, durable and fit for its purposes, and comply in all respects with any representations or conditions or warranties, whether express or implied, made by the Supplier or any employee or agents of the Supplier.
    4. If, after the Asset has been bought by the Company from the Supplier, the Asset is found not to have been in the condition and of the quality required in terms of clause 3.3 upon title to the Asset passing to the Company, then:
      1. the Supplier shall or shall procure the repair promptly of the Asset to bring it to the required standard at its own cost;
      2. if there is a material fault in the Asset and/or the repair of the Asset in terms of clause 3.4.1 is unsatisfactory and the Customer rejects the Asset as a consequence, the Supplier shall on the Company’s demand refund to the Company the price paid for the Asset in full;
      3. if there is a dispute between the Supplier and the Company regarding the condition and quality of the Asset in terms of this clause, the Company shall be entitled to have an independent inspection of the Asset undertaken, the report on which shall be final and binding on the Company and the Supplier. The cost of such report shall be borne by the Company and the Supplier equally.
  4. Sale of Asset to Company

  5. The Supplier understands that the Company will only purchase the Asset from the Supplier if the Customer and the Company enter into the Finance Agreement. The signing of the Finance Agreement by the Company shall be sufficient acceptance by the Company of the Supplier’s offer to sell the Asset to the Company. Title to the Asset will pass to the Company immediately. The risk in the Asset shall pass directly from the Supplier to the Customer.
  6. The amount to be paid by the Company to the Supplier for the Asset will be the balance due which is equal to the cash price of the Asset less the deposit paid and any part exchange allowance or any initial rental payment paid to the Supplier: The Supplier will settle any existing finance agreement on the Asset and clear title must be guaranteed prior to payment being made by the Company (unless otherwise agreed by the Company in relation to unit stocking).

    The Supplier shall indemnify the Company on its demand for any sums paid or costs incurred by the Company as a consequence of any failure by the Supplier to procure clear title to any Asset. Evidence of good title may be required from time to time. Subject to the foregoing (including but not limited to receipt of evidence of any applicable stocking finance being cleared), the Company shall pay the Supplier the applicable amount for the Asset within 24 hours (Monday to Saturday) of the Company receiving the corresponding funds from the relevant lender.

  7. The Supplier will settle any liens and encumbrances on part exchange assets that are associated with the Finance Agreement.
  8. In the event of cancellation by the Customer of the Finance Agreement prior to taking delivery of the Asset, the Supplier must return any funds received from Company, or the Customer, in full and within 48 hours of cancellation. This includes any deposit paid to secure the Asset and any finance balance paid. Interest shall accrue on sums to be repaid to the Company in terms of this clause until paid at the rate of 1% per day from the expiry of 48 hours after cancellation by the Customer to the date of payment to the Company. Pending such repayment, the Company may register its interest in the Asset for the purposes of vehicle provenance checks.
  9. The Supplier must release the Asset into the possession of the Customer once in receipt of clear funds from the Company. In the event that the Supplier does release an Asset without such cleared funds, then the Supplier has sole liability for recovery of the Asset.
  10. Disputes

  11. The Supplier undertakes to co-operate fully and promptly with the Company in setting any dispute (including but not limited to issues relating to quality of the Asset) that may arise in connection with the Asset, and to similarly co-operate in relation to any dispute arising as a result of any description or representation regarding the Asset made by the Supplier. The Company shall provide ongoing assistance to the Supplier (including in respect of the handling of any disputes) in respect of technical, administrative and service-oriented issues relating to this Agreement via a dedicated contact email address (atdealers@carmoney.co.uk) or via the CarMoney email service (if Auto Trader choose to integrate with it).

    Where a Supplier requests escalation of an issue having been through the above channels, the Company shall provide a dedicated contact and telephone number (0333 0164144) for such Supplier to contact CarMoney to further discuss the issue. Both the dedicated contact email address for the Supplier (atdealers@carmoney.co.uk) and the dedicated telephone number for Supplier escalations (0333 0164144) shall be adequately staffed between 8:00 and 19:00 Monday to Sunday inclusive in order to respond to any queries.

  12. Notwithstanding the provisions of clause 3.4, the Supplier undertakes to indemnify the Company as a result of any claim, action, demand or complaint in relation to, but not limited to, the satisfactory quality or fitness for purpose of the Asset supplied by the Supplier (including, but not exclusively, any claims referred to the Financial Ombudsman Service) and :
    1. the Supplier agrees to provide the Company with full and prompt co-operation in relation to any Customer complaints and/or investigations by any statutory or other authorities, including without limitation the Financial Ombudsman Service and the Financial Conduct Authority (“FCA”);
    2. on receipt of a Satisfactory Quality complaint, the Supplier shall assist the Company by completing CarMoney SQ information (see Schedule Part 2) and such other information required by the Company within 3 working days of being requested;
    3. the Supplier undertakes to pay any fees or fines levied or compensation awarded as a result of any investigations made by a regulator or other similar body, where the actions of the Supplier, including, but not limited to complaints in relation to Asset quality or mis-selling, are cited by a regulator or similar body as being non-compliant and result in financial loss to the Company.
  13. Regulatory Matters

  14. The Supplier undertakes to comply with all regulatory requirements relating to the transactions contemplated in terms of this Agreement and in compliance with procedures required by the Company from time to time.
  15. In relation to FCA requirements :
    1. the Supplier undertakes to ensure that the appropriate FCA interim permission/authorisation or appointed representative status is held by the Supplier to allow the Supplier to engage in consumer credit activities;
    2. the Supplier warrants to immediately advise the Company of any changes in relation to their FCA interim permission/authorisation or appointed representative status;
    3. the Supplier agrees to ensure that as a minimum, the Supplier will be authorised to engage in “credit broking”, “debt adjusting on a commercial basis” and “debt counselling on a commercial basis”;
    4. the Supplier warrants to ensure that it will follow guidelines in accordance with the FCA principles of “treating customers fairly”.
  16. The Supplier agrees to co-operate with the Company in relation to ensuring that the Supplier and the Company operate in a compliant and professional manner.
  17. Payment of Commission to Supplier

  18. The Company shall pay to the Supplier commission in accordance with Schedule Part 3 (as it may be amended from time to time by notice from the Company to the Supplier) and the following provisions shall apply :
    1. commission is paid on the basis that the Company shall apply debit backs to the Supplier’s commission accounts and the Supplier shall repay in full to the Company any and all commission paid by the Company to the Supplier where, in accordance with Commission Debit Back Terms table (which currently reflects the provisions of Section 3 of Schedule Part 3, but is subject to change) provided by the Company to the Supplier from time to time: (i) there has been any fraud, misrepresentation, bribery and/or corruption by either the Customer or the Supplier; (ii) the Customer early-settles or part-settles the Finance Agreement having made fewer than six (6) consecutive repayments; (iii) a Customer write-off, vehicle repossession or voluntary termination occurs at any time during the term of the Finance Agreement; (iv) the Customer exercises a statutory right to cancel or withdraw from the Finance Agreement; or (v) the Asset supplied by the Supplier to the Company which is subject to a Finance Agreement is found not to be of satisfactory quality or otherwise defective;
    2. the Supplier shall continue to repay debit backs to the Company under this clause notwithstanding the termination or expiry of this Agreement;
    3. the debit back and recovery of commission shall not affect the Company’s entitlement to claim debit backs relating to any business the Supplier has previously written in accordance with the terms of business applying at that time;
    4. no commission shall be payable by the Company following termination of this Agreement;
    5. the Company may offset any commission payable to the Supplier against any sums due by the Supplier to the Company, whether in terms of this Agreement or otherwise;
    6. unless expressly stated otherwise, any sums to be paid in respect of commission by the Company shall be inclusive of VAT, if chargeable;
    7. the Supplier shall comply with and be responsible for all requirements of the FCA and the Company’s policies to disclose the Supplier’s entitlement to commission to the Customer before the Finance Agreement is entered into.
  19. Data Protection

  20. The Company and the Supplier shall comply with the provisions of Schedule Part 1.
  21. Guarantee

    1. The Guarantor guarantees to the Company that if the Supplier does not pay any of the Guaranteed Obligations when due, the Guarantor shall pay to the Company on demand the Guaranteed Obligations.
    2. The Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations under clause 16.1 agrees to indemnify and keep indemnified the Company in full and on demand from and against all and any losses, costs and expenses suffered or incurred by the Company arising out of, or in connection with, any failure of the Supplier to pay the Guaranteed Obligations.
    3. If the obligation to pay the Guaranteed Obligations is, or becomes, unenforceable, invalid or illegal, the Guarantor agrees to indemnify and keep indemnified the Company on demand against all and any losses, costs and expenses suffered or incurred by the Company arising out of, or in connection with, any failure of the Supplier to pay the Guaranteed Obligations.
    4. This guarantee is a continuing security and shall cover the ultimate balance of all monies payable under the Guaranteed Obligations.
    5. The liability of the Guarantor under this guarantee shall not be reduced, discharged or otherwise adversely affected by:
      1. any act, omission, matter or thing which would not have discharged or affected the liability of the Guarantor had it been a principal obligor instead of a guarantor; or by
      2. any other act or omission except an express written release of the Guarantor by the Company.
    6. The Guarantor authorises the Supplier and the Company to make any additions or variations to this Agreement, and agrees to guarantee payment of the Guaranteed Obligations as so amended or varied in accordance with the terms of this Agreement.
  22. Assignation

    1. The Supplier shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.
    2. The Company may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
  23. Termination

  24. Either the Company or the Supplier may terminate this Agreement (being this Agreement between the Supplier and the Company only) by providing 30 days’ notice in writing to the other. Termination shall not affect any rights, obligations or liabilities of the parties arising prior to termination.
  25. Governing law

  26. This Agreement is governed by and construed in accordance with Scots law. The Supplier and the Guarantor submit to the non-exclusive jurisdiction of the courts of Scotland.
  27. Agreement to Terms & Conditions

    1. Notwithstanding that this Agreement may not have been signed, the Supplier accepts that transactions paid by or on behalf of the Company shall be deemed to constitute acceptance of this Agreement by the Supplier and the Guarantor (if applicable).
    2. This Agreement constitutes the entire understanding between the Company, the Supplier and the Guarantor (if applicable) and supercedes all prior agreements amongst them relating to the subject matter of this Agreement.
    In witness whereof these presents, together with the Schedule annexed, are executed as follows :
Signed for and on behalf of
(The Supplier)
…………………………………………………………
Signature ……………………………………………………
Authorised Signatory
Date ……/……/……
Print Name ……………………………………………………………………………………
Place of signing ……………………………………………………………………………………

Signed by the Guarantor …………………………………………………… Date ……/……/……
Print Name ……………………………………………………………………………………
Place of signing ……………………………………………………………………………………
In the presence of this witness ……………………………………………………………………………………
Witness
Full Name ……………………………………………………………………………………
Address ……………………………………………………………………………………

Signed for and on behalf of CarMoney Limited
Signature ……………………………………………………
Authorised Signatory
Date ……/……/……
Print Name ……………………………………………………………………………………
Place of signing ……………………………………………………………………………………

(example form only)

Schedule

Part 1

  1. In this Part of the Schedule, the following words and expressions shall have the following meanings :

    Agreed Purposes the purposes to enable the Company and the Supplier to fulfil their respective obligations under this Agreement and all connected activities.

    Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.

    Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).

    Permitted Recipients: the parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement.

    Shared Personal Data: the personal data relating to Customers and potential customers to be shared between the Company and the Supplier under this Agreement.

  2. Shared Personal Data

    The provisions which follow set out the framework for the sharing of personal data between the Company and the Supplier as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:

    1. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
    2. give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assignees;
    3. process the Shared Personal Data only for the Agreed Purposes;
    4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
    5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
    6. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
    7. not transfer any personal data received from the Data Discloser outside of the European Economic Area unless the transferor:
      1. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
      2. ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
  3. Compliance

    Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.

  4. Mutual assistance

    Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

    1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
    2. promptly inform the other party about the receipt of any data subject access request;
    3. provide the other party with reasonable assistance in complying with any data subject access request;
    4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party;
    5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
    7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;
    8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
    9. maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and allow for audits by the other party or the other party's designated auditor; and
    10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
  5. Indemnity

    1. Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Data Protection Legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
      1. The liability of the Company under clause 5.1 shall not exceed £5000.
    2. The Supplier agrees to indemnify the Company and keep the Cmpany fully indemnified on demand against all and any loss, liability, cost, charge, demand or expense (including legal costs) arising out of or in connection with:
      1. Any breach of these terms of business by the Supplier or any breach or non-fulfilment of any representation or warranty given by the Dealer hereunder;
      2. Any failure by the Supplier to comply with Money Laundering Regulations
      3. Any act of fraud carried out by the Supplier or the Individuals whom it introduces to the Company, regardless of the source of the fraudulent activity;
      4. Any breach or non-fulfilment of any terms of the CarMoney Supplier Agreement
      5. Any misrepresentation or statement made by the Supplier or any of its servants or its agents to any Applicant or Customer, or any guarantor, indemnifier or surety under a Credit Agreement
      6. Any act of mis-selling by the Supplier or any of its servants or its agents to any Applicant or Customer or any guarantor, indemnifier or surety under a Credit Agreement
      7. Any act or omission of the Supplier; or
      8. Any claim, action, demand or complaint in respect of the sale terms and supply of any Asset and/or any SQD issue, including without limitation, any claims or complaints that a Customer is entitled to refer to FOS about the supply of the Asset whether relating to the Asset or the Credit Agreement in relation to the Asset and whether referred to FOS or not;
      9. Any complaint in respect of the advice or services provided by the Supplier to the Customer whilst advising on and arranging a finance product for the Customer, whether referred to FOS or not;
      10. Any payment the Company is required to make to a Customer in relation to the advice given or error made by the Supplier.

Part 2 - CarMoney SQ

  1. Complaints Process

    Where the Company receives notification from a Customer that the Asset supplied by the Introducer is not of satisfactory quality or fit for purpose or otherwise defective or that the Customer would like to return or reject the Asset:

    1. We, the Company, will collate all information about the complaint from the Customer to the extent reasonably practicable;
    2. we will notify you, the Supplier, of the complaint and all relevant information collected by the Company
    3. you shall provide us with a full response in writing as soon as reasonably practicable, but in any event within 48 hours of our notification to you;
    4. if you agree to accept the return or rejection or repair of the Asset, you will repurchase the relevant Asset from CarMoney and CarMoney will reclaim Commission which has been paid to you by us in relation to that Asset or you shall repair and/or replace the Asset in accordance with the Customer's legal rights; and
    5. if we believe that:
      1. the Customer is entitled to return or reject any Asset or that it is otherwise reasonable for you to accept the return or rejection of the Asset, and you do not agree to accept such rejection; or
      2. the Customer is entitled to a repair and/or replacement of any Asset and you fail to repair or replace the Asset;

      we may require you to repurchase the relevant Asset from us as stated per the invoice for the transaction and you will reimburse us by Debit Back for all Commission which has been paid to you by us in relation to that Asset. You will indemnify us and keep us indemnified in respect of any loss, claims, demands, actions, proceedings, damages, costs and expenses (including professional advisers' fees and any fees or rentals that we refund or choose not to charge the Customer) that we incur or suffer in connection with your decision not to accept the rejection of an Asset by the Customer or failure to repair or replace the Asset including in connection with (i) any complaint to the Financial Ombudsman Service and/or (ii) any civil claim by the Customer.

    You shall be entitled to determine whether any deposit paid by the Customer is refundable to them and whether they will be required to make a payment to you in respect of wear and tear to the Asset in accordance with the terms of your agreement with the Customer.

    If you do not agree that the Customer is entitled to return or reject the Asset on the basis that the Asset is not of satisfactory quality or fit for purpose or otherwise defective we will arrange for an independent inspection of the Asset and will, based on the outcome of that inspection, decide whether the Customer is entitled to return the Asset. If, as a result of that inspection:

    1. we decide that the Customer is entitled to return the Asset, we may require you to repurchase the relevant Asset from us and you shall thereupon repurchase it on the terms of the original invoice to the Company and you will reimburse us by Debit Back for any Commission which has been paid to you by us in relation to that Asset and shall immediately and on demand pay to us as any fees or charges associated with the independent inspection; or
    2. we decide that the Customer is not entitled to return the Asset, we shall pay any fees or charges associated with the independent inspection and you shall not be required to repurchase the Asset.

Part 3 - Rates, Commission and Debit Back

  1. Rates
    1. The APR offered to the Customer shall be based upon the CarMoney agreed ratecard where available and the Introducer shall not have the option to vary the APR.
    2. Where the CarMoney ratecard is not available from any of the available lenders, the customer shall be offered the closest available rate as defined by the lender who has offered a credit acceptance for the customer. Where this alternative rate is offered, the Introducer shall not have the option to vary the APR.
  2. Commission
    1. The Introducer shall be entitled to Commission in respect of Introduced Business (where the Company enters into a Finance Agreement with a Customer introduced by the Introducer). The amount of Commission payable shall be dependent on the value of the respective loan as follows:
      Loan Value <£7,000 £7,001 - £15,000 £15,000+
      Commission £125.00 £225.00 £325.00
    2. The above Commission shall be paid by the Company to the Introducer by the 5th working day of the month following the execution of the Finance Agreement by the Company and the Customer in accordance with paragraph 2.1 above.
    3. If a Finance Agreement is entered into with a Customer introduced by an Introducer who has subscribed to the Auto Trader product which facilitates the display of the Company’s finance offers and content on Auto Trader Limited’s platforms, but the introduction is not made directly through Auto Trader’s point of sale dealer platform or through the online journey which will allow a Customer to complete a finance application in respect of a vehicle advertised on Auto Trader’s platforms, it will be the at the sole discretion of CarMoney to pay the Introducer the above Commission.
    4. For the avoidance of doubt, the above commission structure applies solely to transactions involving Customers being introduced to the Company by the Introducer via Auto Trader Limited’s platforms (including the website www.autotrader.co.uk, Auto Trader’s mobile application and Auto Trader’s dealer service delivered through a web-based portal, an application and/or APIs, which allow automotive dealers to manage their account, stock, adverts, consumer enquiries, leads and other products). To the extent that the Introducer introduces Customers to the Company other than via Auto Trader Limited’s platforms, the only commission payable for such introductions shall be in accordance with any separate commission structure expressly agreed to by the Introducer and the Company.
  3. DEBIT BACK
    1. Debit Back means a repayment of the Commission or part thereof by the Introducer to the Company as provided in 2.2 or as updated from time to time in writing agreed between the parties.
    2. All Commission payments are subject to a Debit Back reserved in favour of the Company.
    3. The introducer acknowledges and agrees that a Debit Back shall apply in the event of:
      1. In the case of Introduced Business only, an early settlement (pro-rata for a partial settlement), write off, goods repossession or a re-schedule occurring at any time prior to 6 monthly payments having been applied to the Finance Agreement;
      2. In the case of Introduced Business only, a Customer exercising a statutory right to cancel or withdraw from the Finance Agreement;
      3. the Asset being returned for a breach by the Introducer of the implied terms as to quality, fitness for purpose of the Asset or being otherwise defective or the Customer otherwise returning or rejecting the Asset or making any claim against the Company regarding an ‘Add-On Product’ or its sale by the Introducer;
      4. any fraud (including ‘fronting’), misrepresentation, bribery and/or corruption by either the Introducer or the Customer; or
      5. Voluntary termination by the Customer at any time.
      6. Any other clauses elsewhere in this Agreement which may trigger a Debit Back as detailed in those clauses.