Stock Management API
Retailer Business Rules for Limited Use Products
Last updated: 11th March 2021
Read these Rules carefully as they govern the payment of fees directly by you for the provision of the Stock Management API which is licensed to you by Auto Trader Limited (“Auto Trader”). Auto Trader shall notify you of any changes to these Rules from time to time in accordance with the Main Advertising Terms and Conditions.
These Rules 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 Rules, unless the context otherwise requires, the following terms have the following meanings:
“Advert Search” means additional functionality that allows the ability to interactively search and display stock on a consumer facing website, including faceting and sorting advert search results;
“API” means Auto Trader’s stock management application programming interface licensed by Auto Trader to the Customer System Provider which is used to access the Limited Use Products;
“Customer System” means the Customer System Provider’s stock management or vehicle record system or application where the Data is stored, which may include dealer management system software (where applicable);
“Customer System Provider” means a customer of Auto Trader who facilitates access to the Limited Use Products and Data for the Retailer via the Customer System;
“Data” means any data that is provided via the API;
“DID” means Auto Trader’s internal dealer identification number;
“Group Finance” means additional functionality that allows the ability to interactively search by finance monthly payments on a consumer facing website;
“Licence” means the licence granted to the Retailer by Auto Trader for use of the Limited Use Products as more particularly described in clause 2 and any supplemental licence conditions pertaining to particular Data as required from time to time (including, for the avoidance of doubt, the Vehicle Check Conditions), and subject to any further terms set out in these Rules;
“Licence Fees” means the fees due for the Licence to access the Limited Use Products and for the use of the services under the Limited Use API Licence Agreement, which the Retailer will pay directly to Auto Trader in accordance with these Rules;
“Limited Use API Licence Agreement” means a contract direct between the Customer System Provider and the Retailer, under which the Customer Systems Provider agrees to facilitate access to the Limited Use Products and Data for the Retailer;
“Limited Use Products” means the stock management products/services and the Data the Customer System Provider facilitates access to for some of its retailer customers including the Retailer, under a Limited Use API Licence Agreement which may include some or all of the following: (a) Advert Search, (b) Group Finance; (c) Retail Metrics and Valuations; (d) Stock Creation & Management; (e) Vehicle Base Information & Vehicle Taxonomy; (f) Vehicle Basic Check; (g) Vehicle Features; (h) Vehicle MOT Test Data;
‘Minimum Subscription Period’ means: (i) where a Retailer subscribes to Stock Creation & Management, the minimum period for which a Retailer must subscribe to Stock Creation and Management, which shall be 90 days; and/or (ii) where the Retailer subscribes to Retail Metrics and Valuations, the minimum period for which a Retailer must subscribe to Retail Metrics and Valuations, which shall be 6 months;
“Modified Data” means any Data which Retailer receives pursuant to the Limited Use API Licence Agreement which has been altered, edited, enhanced or supplemented by Retailer;
“Retail Metrics and Valuations” means the ability to (i) specify a VRM & mileage and retrieve valuations data (retail, trade, part exchange & private – market average) & vehicle metrics data (retail supply, demand, market condition, rating & days to sell); (ii) adjust valuations based on supplied features & condition and to locally adjust ‘Retail Rating’ and ‘Days to Sell’ by supplied locations; (iii) retrieve the valuation (market average and adjusted) and vehicle metrics (national and local) for all forecourt stock for the retailer DID’s the Retailer is allowed to see; and (iv) retrieve Auto Trader recommended competitor vehicles advertised on www.autotrader.co.uk
“Retailer” means the person or firm who enters the Agreement with Auto Trader;
“Retailer Website” means the website of the Retailer;
“Rules” means the terms and conditions set out in these Business Rules;
“Response Metrics” means the ability to retrieve the Auto Trader performance metrics data (including advert performance rating, yesterday and last 7 days search appearances and advert views) for vehicles advertised on www.autotrader.co.uk for specified advertiser IDs the customer is allowed to see;
“Search Vehicle Valuations” means the ability to retrieve the retail valuation data (market average retail and adjusted retail) for all forecourt stock for the Retailer DID’s the customer is allowed to see;
“Stock Creation & Management” means the ability to: (i) create, manage and remove stock records from a third party system to Auto Trader to update published stock adverts in real time to AutoTrader.co.uk; (ii) retrieve advert data for specified retailer DIDs the customer is allowed to see; and (c) retrieve up to max 20 adverts that are advertised on AT.co.uk that fit desired criteria through supplying the required filter parameters;
“Term” means the term of this Licence, being for the term under the Limited Use API Licence Agreement, unless terminated earlier under these Rules or the Main Advertising Terms & Conditions;
“Vehicle Base Information & Vehicle Taxonomy” means the ability to specify a VRM and retrieve core vehicle data for UK registered vehicles and where required interactively create vehicle record by accessing the vehicle taxonomy data without a VRM;
“Vehicle Basic Check” means the ability to specify a VRM and retrieve flags the historical/current status of a vehicle (being whether the vehicle has been stolen, scrapped, imported, exported, insurance write-off category, previous owners and the keeper change dates);
“Vehicle Check Conditions” means the conditions at: https://trade.autotrader.co.uk/terms-and-conditions/vehicle-check;
“Vehicle Features” means the ability to specify a VRM and retrieve information on standard and available optional features;
“Vehicle MOT Test Data” means the ability to specify a VRM and retrieve MOT information;
“VRM” means the registration mark of a vehicle.
- Pursuant to these Rules, Auto Trader grants to the Retailer the Licence, being a non-exclusive, non-transferable and revocable licence to access and use the Limited Use Products for its own business purposes, subject to and in accordance with the terms of these Rules.
- The Licence is granted to the Retailer in consideration of payment of the Licence Fees by the Retailer, such Licence Fees to be paid directly by the Retailer to Auto Trader in accordance with clause 3.
- Notwithstanding any other provision of these Rules, the Retailer’s use of the Limited Use Products shall be limited to the display of the Data and associated functionality within the Retailer’s own internal software interface only and within the Retailer Website and the Retailer shall not be permitted to export the Data in any other manner (including, but not limited to, by way of an application programming interface or data feed).
- The Retailer shall be permitted to export only the elements of the Data which constitute the Retailer’s own stock advertising records (and excluding Retail Metrics & Valuations’, Response Metrics and Search Vehicle Valuations) to third parties. Save as set out in this clause, the Retailer shall not be permitted to export any other elements of the Data to any third party and for any reason.
- The Retailer shall not:
- use or allow the use of the Data in connection with the provision of valuations or vehicle metrics to consumers (whether via a consumer facing website or application or otherwise); or
- commercialise (that is sell, rent, trade or lease) the Data or any part thereof or share Data with a third party not expressly permitted under these Rules or the Limited Use API Licence Agreement.
- The Retailer acknowledges and agrees that:
- Modified Data shall be deemed to be Data for the purposes of these Rules, such that the terms of these Rules shall apply to such Modified Data; and
- notwithstanding clause 2.6.1 above, Auto Trader shall have no responsibility for such Modified Data and no liability to the Retailer in respect of the use of such Modified Data by the Retailer.
- LICENCE FEES AND PAYMENT
- In consideration of the Licence granted to the Retailer, the Retailer shall pay directly to Auto Trader the Licence Fees. Auto Trader may from time to time make available new features, improvements and/or add-ons, in respect of which there may be additional fees payable.
- Auto Trader shall charge the Retailer the Licence Fee on a monthly basis in respect of access to each of the Limited Use Products for the DID which is applied to the Retailer (it being acknowledged that the Retailer may have more than one DID applied to it and will be charged accordingly). Where multiple API credentials are required the Licence Fee per DID will be multiplied to reflect the number of API credentials “key” and “secret” requested.
- The Licence Fees are exclusive of VAT which shall be payable by the Retailer in addition.
- The Licence Fees pertaining to the Stock Creation & Management and Advert Search may change depending on the number of Retailers (it being acknowledged that the Retailer may have more than one DID applied to it and will be charged accordingly) who are provided with access to the Limited Use Products each month.
- Auto Trader shall be entitled to increase the Licence Fees at any time upon not less than 90 days’ written notice.
- INTELLECTUAL PROPERTY RIGHTS
- Retailer acknowledges that Auto Trader and/or its licensors own all Intellectual Property Rights in the API and the Data and no ownership in the same is granted to the Retailer.
- Retailer shall notify Auto Trader immediately if it becomes aware of any unauthorised use or access to the Intellectual Property Rights in the API and/or Data by any third party and if there is any claim by a third party that the API and/or Data infringes the Intellectual Property Rights of a third party.
- TERM AND TERMINATION
- After the expiry of all Minimum Subscription Periods, where applicable, either Party may terminate the Licence granted under these Rules (or any one or more licences for the Limited Use Products) for any reason by giving 30 days’ written notice.
- Upon termination of these Rules, for any reason, the Retailer shall no longer be entitled to use the Limited Use Products and Auto Trader will be entitled to terminate the Retailer’s use of the same, with immediate effect.
- Any termination of these Rules shall be without prejudice to any other rights or remedies a Party may be entitled to under these Rules or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision in these Rules which is expressly or by implication intended to come into force on or after such termination.
- Auto Trader will use its reasonable endeavours to provide the Limited Use Products without corruption or errors. However, Retailer acknowledges and agrees that it is technically impossible to guarantee the accuracy of such Data and that Auto Trader does not undertake that the provision of Data shall be without any corruption or errors or free from any harmful computer code.
- The Retailer acknowledges and agrees that the Data is comprised of data provided by third parties which it would not be possible or commercially reasonable for Auto Trader to guarantee. Auto Trader therefore gives no representation or warranty regarding the accuracy or completeness of such Data. Auto Trader’s sole obligation is to accurately reflect the Data provided to it by third parties.
- Auto Trader’s products and services are not intended to be used as the sole basis for any business decision, and Retailer acknowledges that it is prudent to use, and it is responsible for using, the Data as one of a number of factors in its decision-making process, and for determining those other factors. Therefore, Auto Trader shall not be liable for:
- any inaccuracy, incompleteness or other error in the Data which arises as a result of data provided to Auto Trader by the Retailer or any third party; or
- any failure of the services provided hereunder to achieve any particular result for the Retailer.
- It is the responsibility of the Retailer to carry out its own checks on the Data to ensure that it contains no harmful computer code. The Retailer acknowledges and agrees that it is solely responsible for the Data. The Retailer further acknowledges and agrees that Auto Trader has not conducted an audit or reviewed the Data which is provided “AS IS” without any representation or warranty. Auto Trader accepts no liability for the Data including for infringement of any third party Intellectual Property Rights or other rights or for any harmful computer code or viruses included in the Data.
- Each party acknowledges that it has not entered into these Rules in reliance upon any representation not expressly set out in these Rules and neither party shall be liable in respect of any representation made prior to and not contained in these Rules. Nothing in these Rules shall exclude or limit Auto Trader’s liability for fraudulent misrepresentation.
- These Rules are personal to the Retailer, and the Retailer may not assign, transfer, licence or subcontract these Rules and/or any of its rights or obligations without the prior written consent of Auto Trader. Auto Trader reserves the right to assign, transfer, licence or subcontract these Rules and/or any of its rights or obligations under them to a third party.
- No variation of these Rules shall be binding unless agreed in writing and signed by an authorised representative of Auto Trader.
- No waiver or indulgence by Auto Trader shall be effective save in relation to the matter in respect of which it was specifically given.
- If any provision of these Rules is found by any competent authority to be invalid, unlawful or otherwise unenforceable then such provision shall be severed from the remaining provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.
- Nothing in these Rules 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 Retailer and Auto Trader.
- These Rules, which incorporates the other conditions referred to herein, 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.