Terms and Conditions

Vehicle Check/Auto Trader Connect: Vehicle Check - Additional Terms and Conditions (Enterprise Customers)

Last updated: 20 January 2022

Application

Vehicle Check/Auto Trader Connect: Vehicle Check is a product which allows Auto Trader customers to run vehicle history checks for vehicles subject to the terms and conditions set out in the respective Auto Trader API licence agreement between Auto Trader and each such customer.

These additional terms and conditions apply to 'Enterprise' customers of Auto Trader, such Enterprise customers being one of the following:

  • insurance provider customers of Auto Trader who wish to utilise Vehicle Check/Auto Trader Connect: Vehicle Check in connection with vehicle insurance policy generation and managing vehicle insurance claims only, and who have entered into a contract with Auto Trader to receive such products/services from Auto Trader (“Insurance Customers”); or
  • vehicle manufacturer / original equipment manufacturer customers of Auto Trader who wish to utilise Vehicle Check/Auto Trader Connect: Vehicle Check in connection with the appraisal of vehicles which consumers are proposing to part-exchange as part of a potential transaction with the customer, and who have entered into a contract with Auto Trader to receive such products/services from Auto Trader (“OEM Customers”); or
  • fleet and lease company customers of Auto Trader who wish to utilise Vehicle Check/Auto Trader Connect: Vehicle Check in connection with the appraisal of vehicles which consumers are proposing to part-exchange as part of a potential transaction with the customer, and have entered into a contract with Auto Trader to receive such products/services from Auto Trader (“FLC Customers”); or
  • finance company customers of Auto Trader who have entered into a contract to receive products and services from Auto Trader and wish to facilitate and allow such finance company customer's end clients (who are vehicle dealerships) to utilise Vehicle Check/Auto Trader Connect: Vehicle Check via the finance company's own system software in connection with a vehicle dealership's request to obtain funding to finance the purchase of a vehicle (“Finance Companies”).

The use of such Auto Trader Connect: Vehicle Check data is restricted solely to the usage permitted under the terms of a customer’s agreement with Auto Trader, and the customer shall not be permitted to use or access such Vehicle Check/Auto Trader Connect: Vehicle Check data for any other purpose.

These additional terms and conditions do not apply to:

  • automotive retailer customers who have entered into an Auto Trader API licence agreement with Auto Trader and who subsequently integrate with Auto Trader’s systems to directly access to Auto Trader Connect: Vehicle Check data themselves. Such automotive retailer customers shall instead be bound by the terms and conditions for Auto Trader’s ‘Vehicle Check’ retailer product located here; or
  • integrator customers of Auto Trader who have entered into an Auto Trader API licence agreement with Auto Trader and who subsequently integrate with Auto Trader’s systems to facilitate access to Auto Trader Connect: Vehicle Check data by automotive retailer customers of Auto Trader through the integrator’s own dealer/stock management system software. Such integrator customers shall instead be bound by the Auto Trader Connect: Vehicle Check Additional Terms and Conditions (Integrators) located here.

Additional Terms and Conditions

To the extent that you are receiving products/services via API pursuant to an Auto Trader API licence agreement with Auto Trader which include the Vehicle Check/Auto Trader Connect: Vehicle Check data, you agree to comply with the following additional terms and conditions:

  • If you are an Insurance Customer who wishes to utilise Vehicle Check/Auto Trader Connect: Vehicle Check in connection with vehicle insurance policy generation only, you hereby confirm that you agree to and accept:
    • the additional terms and conditions required by the DVLA at ‘Additional Terms and Conditions Schedule 1' below; and
    • the additional terms and conditions required by Experian Limited at ‘Additional Terms and Conditions Schedule 2C’ below;
  • If you are an Insurance Customer who wishes to utilise Vehicle Check/Auto Trader Connect: Vehicle Check in connection with managing vehicle insurance claims only, you hereby confirm that you agree to and accept:
    • the additional terms and conditions required by the DVLA at ‘Additional Terms and Conditions Schedule 1’ below; and
    • the additional terms and conditions required by Experian Limited at ‘Additional Terms and Conditions Schedule 2B’ below;
  • If you are an OEM Customer you hereby confirm that you agree to and accept:
    • the additional terms and conditions required by the DVLA at ‘Additional Terms and Conditions Schedule 1’ below; and
    • the additional terms and conditions required by Experian Limited at ‘Additional Terms and Conditions Schedule 2B’ below;
  • If you are an FLC Customer you hereby confirm that you agree to and accept:
    • the additional terms and conditions required by the DVLA at ‘Additional Terms and Conditions Schedule 1’ below; and
    • the additional terms and conditions required by Experian Limited at ‘Additional Terms and Conditions Schedule 2B’ below; and
  • If you are a Finance Company you hereby confirm that:
    • you agree to and accept the additional terms and conditions required by the DVLA at ‘Additional Terms and Conditions Schedule 1’ below; and
    • you will procure that any vehicle dealerships who are permitted to utilise Vehicle Check/Auto Trader Connect: Vehicle Check via your own customer facing software under the terms of your agreement with Auto Trader, shall agree to the additional terms and conditions required by Experian Limited at ‘Additional Terms and Conditions Schedule 2A’ before utilising Vehicle Check/Auto Trader Connect: Vehicle Check.

Additional Terms and Conditions Schedule 1

These additional terms and conditions shall apply to the use of any data contained within the Vehicle Provenance data which has been supplied by the Driver and Vehicle Licensing Agency (“DVLA”), and such data is defined below as the “Data”. The DVLA has stipulated that the following terms and conditions shall apply to all access to and use of the Data and any third party who receives the Data must agree to these terms and conditions. These terms and conditions have been imposed by the DVLA and Auto Trader does not have any authority or ability to agree any amendments.

For the purposes of the below, the following terms and conditions shall apply to you as though you are “the Client”, unless expressly stated otherwise.

Whilst these terms and conditions form part of the binding legal agreement between Auto Trader and you, each of Experian Limited and the DVLA is entitled to enforce the terms of these Conditions in accordance with the Contracts (Rights of Third Parties) Act 1999.

Definition Meaning
Caching Means the process of storing Data in a temporary storage area (a “Cache”) for further use within a defined period of time. A Cache is a hardware or software component that stores Data so that future requests for that Data can be served faster
Conviction Other than for minor road traffic offences, any previous or pending prosecutions, convictions, cautions and binding-over orders (including any spent convictions as contemplated by section 1(1) of the Rehabilitation of Offenders Act 1974 (as amended) by virtue of the exemptions specified in Part II of Schedule 1 of the Rehabilitation of Offenders Act 1974 (Exemptions) Order 1975 (SI 1975/1023) (as amended) or any replacement or amendment to that Order, or being placed on a list kept pursuant to the safeguarding of Vulnerable Groups Act 2006 (as amended);
Data DVLA data that is provided or to be provided to the Client;
Data Governance Assessment A form used by the DVLA to assess data governance measures in place as a measure against the contract.
Data Subject The meaning given to that term in Data Protection Legislation, means an identified or identifiable natural person, directly or indirectly through Personal Data;
Default Any breach of the obligations of the relevant party (including but not limited to fundamental breach or breach of a fundamental term) or any other default, act, omission, negligence or negligent statement of the relevant party or the Staff in connection with or in relation to the subject matter of the Agreement and in respect of which such party is liable to the other;
Equipment The Client’s equipment, plant, materials and such other items used by the Client in the performance of its obligations under the Agreement, or otherwise used to access or store Data.
Fraud Any offence under Applicable Law creating offences in respect of fraudulent acts or at common law in respect of fraudulent acts in relation to the Agreement or defrauding or attempting to defraud or conspiring to defraud the Crown;
Industry Best Practice At any time the exercise of that degree of skill, care, diligence, prudence, efficiency, foresight, standards, practices, methods, procedures and timeliness which would be expected at such time from a leading and expert company within the industry, such company seeking to comply with its contractual obligations in full and complying with all Applicable Laws;
Intermediary An organisation who receives the Data from the Client and uses it to provide products and services to other organisations (to be referred to as “Third Party Customers”) that demonstrate Reasonable Cause;
Malicious Software Any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, Data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether the malicious software is introduced wilfully, negligently or without knowledge of its existence;
Personal Data Breach Any event that results, or may result in a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;
Premises The location where the Data is to be supplied to the Client, or accessed, stored or destroyed by the Client;
Reasonable Cause Products or services that have one or more of the following benefits:
  1. Improving vehicle and road safety
  2. Reducing vehicle crime
  3. Consumer Protection
  4. Environmental impact (greener transport).
Relevant Conviction A Conviction which the Client, acting reasonably and in accordance with Industry Best Practice, deems to preclude a person from being involved in any way with use of the Data
Removable Media All physical items and devices that can carry and transfer electronic information. Examples include but are not limited to DVDs, CD-ROMs, floppy disks, portable hard disk drives, USB memory sticks, flash drives, portable music and video players including mobile phones, hand held devices such as smartphones and personal digital assistants;
Requestor A person who is making an enquiry for Data about a particular vehicle, using products or services provided by the Customer or an Intermediary or a Third Party Customer;
Staff All persons employed by a party to perform its obligations under the Agreement together with the party’s servants, agents, suppliers and subcontractors used in the performance of its obligations under the Agreement;
Third Party Customer Any organisation that:
  1. is not an Intermediary; and
  2. receives Data from the Customer or an Intermediary providing Reasonable Cause can be demonstrated;

APPENDIX 1: MINIMUM DATA SECURITY REQUIREMENTS

  1. Data Security Requirements
    1. The Client shall abide by the minimum security requirements, which are as follows:
      1. Data, including back-up data, must be retained in secure premises and locked away;
      2. The Data supplied may only be copied for back-up and for the purposes of Processing the Data. Copies must be erased immediately thereafter and they must not be otherwise duplicated;
      3. The Client will retain the Data only for as long as necessary with reference to the Reasonable Cause for which it was shared in accordance with the Data Protection Legislation;
      4. The Client, in accordance to Data Protection Legislation, should dispose of the Data where there is no business need to retain it;
      5. Data, including back-up Data, must be protected from unauthorised access, release or loss;
      6. A user ID and a robust password must be required to enter all databases on which the Data is stored;
      7. A unique user ID and password must be attributable to an individual and must be allocated to each person with access to the Data or the Bulk Data Service;
      8. User IDs and passwords must not be shared between the Client’s Staff;
      9. Access to the Data must be minimised so that only where necessary are individuals given the following levels of access:
        • ability to view material from single identifiable records
        • ability to view material from many identifiable records
        • functional access, including: searching, amendment, deletion, printing, downloading or transferring information;
      10. The Data must not then be copied onto or stored on Removable Media. Laptops may be used but only if the devise has full disk encryption installed in line with Industry Best Practice and the devices are securely protected when not in use;
      11. Data must be used only for the Reasonable Cause for which it was obtained;
      12. Paper records must be destroyed by incineration, pulping or shredding finely so that reconstruction is unlikely;
      13. Electronic Data must be securely destroyed or deleted in accordance with current guidance from the Information Commissioner’s Office as soon as it is no longer needed;
      14. All premises and buildings in which the Data is stored must be secure;
      15. The Client must be registered with the Information Commissioner and the permission must cover all activities actually carried out;
      16. Information must not be passed to third parties except with the prior written approval of the DVLA; and
      17. transfer of the Data to third parties (where approval has been granted by DVLA) must be in accordance with the principles of Data Protection Legislation. Any other conditions required by the DVLA in giving permission for disclosure to third parties must be satisfied.
      18. Caching of Data by the Client must be in accordance with Appendix 2 of these terms.
  2. Inspection, Internal Compliance and Audit
    1. The Data Governance Assessment form shall be completed upon DVLA request and shall confirm whether or not the following requirements have been complied with:
      1. all of the Data Security requirements in paragraph 1 above;
      2. the requirements set out in APPENDIX 2 and APPENDIX 3.
  3. Minimum Requirements for the Client’s Staff Vetting and Disciplinary Procedures
    1. The minimum requirements for the Client’s Staff vetting procedures are as follows:
      1. The Client shall confirm the identity of its entire new Staff.
      2. The Client shall confirm the references of its entire Staff.
      3. The Client shall require all persons who are to have access to the Bulk Data Service or to the Data to complete and sign a written declaration of any unspent criminal Convictions.
      4. The Client shall not allow any person with unspent criminal convictions to have access to the Data, except with the prior written permission of the DVLA.
      5. The Client shall ensure that no person who discloses that he or she has a Relevant Conviction, or who is found by the Client to have any Relevant Conviction is allowed access to the Data.
      6. The Client shall either (i) require that all persons who are to have access to the Data shall complete and sign an agreement to use the Data only for the Reasonable Causes set out in this Agreement and in accordance with the Customer’s procedures or where not feasible, (ii) upon the request of Auto Trader and/or Experian, provide a written undertaking confirming that the Customer has put in place sufficient procedures to ensure that all persons wo are to have access to the data will use the Data only for the Reasonable Causes set out in the Agreement and in accordance with the Customer’s procedures.
      7. The Client shall ensure that each person who has access to the Data shall act with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper use of the Data.
      8. The Client shall ensure that each person who has access to the Data is appropriately trained in and aware of his or her duties and responsibilities under the Data Protection Legislation and this Agreement.
      9. The Client shall create and maintain a unique user account ID for each person who has access to the Data.
      10. The Client shall maintain a procedure for authorising the creation of user accounts and for the prompt deletion of accounts that are no longer required. The Client must ensure that the person or persons carrying out this work are appropriately trained and that their duties are separate from that of a normal user account. A normal user must not be able to manage their own account.
      11. The Client’s disciplinary policy shall state that misuse of the Bulk Data Service or the Data by any person shall constitute gross misconduct and may result in summary dismissal of that person. The Client shall notify such misuse to the DVLA and the person involved shall be refused all future access to DVLA Data.
      12. System administrators must receive appropriate training.
      13. The system administration role must be separated from any other role to ensure a separation of duties.
      The Client shall, upon Auto Trader’s and/or Experian’s written request, provide written confirmation that these procedures are followed, along with any reasonable supporting evidence that Auto Trader and/or Experian may require.

APPENDIX 2: REQUIREMENTS IN RELATION TO INTERMEDIARIES, THIRD PARTY CLIENTS AND REQUESTORS

  1. Contractual Obligations of all Third Party Customers
    1. If the Client is an Intermediary (which shall be determined by Auto Trader at its sole discretion), the provisions of this paragraph 1 form part of the Agreement. The Client shall also include the provisions in this Appendix 2 in its contracts with Third Party Customers, where they have been permitted by Auto Trader, with references to Auto Trader in that contract being replaced with references to the Client and references to the Client being replaced with references to the Third Party Customer. Notwithstanding the foregoing, regardless of whether or not the Client is an Intermediary, it shall comply with the terms of this paragraph 1 on its own behalf.
      1. Purpose For Which Data Is Provided
        1. The Client will provide Auto Trader and Experian with a statement detailing the type of business it conducts and a description of products or services it offers to its customers that involve the use of DVLA Data.
        2. Auto Trader and Experian will only consider requests for services that involve the provision of DVLA Data from organisations that can demonstrate a Reasonable Cause for access to the Data. Organisations that cannot prove a Reasonable Cause will not be considered further.
        3. The Client will notify Auto Trader and Experian of any changes to their business need for access to the service.
        4. The requirements for transfer of the Data outside the UK set out below apply, including to the Client’s backup or disaster recovery sites.
        5. The Client will not sell or permit the Data to be sold to any third party.
      2. The Client’s Key Staff
        1. The Client shall complete the list at ANNEX A (CLIENT’S KEY STAFF) of the individuals (or those individuals carrying out equivalent roles) who have direct responsibilities for the use of the Data and for the Client’s other obligations under this Agreement, giving their names and business addresses and other contact details and specifying the capacities in which they are concerned with the Data.
        2. As a minimum, the list shall include details of the Client’s registered office, as recorded by Companies’ House and:
          1. the manager who shall be responsible for the Client’s general Contractual matters and shall receive notices sent to the Client under this Agreement, and who shall be referred to in this Agreement as the Commercial Manager (or equivalent role); and
          2. the manager who is responsible for the management of the Data once in the hands of the Client, to be referred to in this Agreement as the Data Manager (or equivalent role).
        3. The Client shall inform Auto Trader and Experian immediately of any changes in personnel listed in ANNEX A (CLIENT’S KEY STAFF) or their business contact details.
      3. Prevention of Corruption
        1. The Client shall not offer or give, or agree to give, to the DVLA, Experian, Auto Trader or any other public body or person employed by or on behalf of the DVLA, Experian, Auto Trader or any other public body any gift or consideration of any kind as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Agreement or any other contract with the DVLA, Experian, Auto Trader or any other public body, or for showing or refraining from showing favour or disfavour to any person in relation to the Agreement or any such contract.
        2. If the Client, its Staff or anyone acting on the Client’s behalf, engages in conduct prohibited by paragraph 1.1.3.1 or the Bribery Act 2010 (amended), Auto Trader and/or Experian may:
          1. terminate and recover from the Client the amount of any loss suffered by Auto Trader and/or Experian resulting from the termination; or
          2. recover in full from the Client any other loss sustained by Auto Trader and/or Experian in consequence of any breach of that paragraph.
      4. Prevention of Fraud
        1. The Client shall take all reasonable steps, in accordance with Industry Best Practice, to prevent Fraud by the Client’s Staff and the Client (including its shareholder, members, and directors) in connection with the receipt of the Services.
        2. The Client shall notify Auto Trader and Experian immediately, within a maximum of 24 hours of becoming aware, if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur.
        3. If the Client or its Staff commits Fraud in relation to this Agreement or any other contract, Auto Trader and/or Experian may:
          1. terminate the Agreement and recover from the Client the amount of any loss suffered by Auto Trader and/or Experian resulting from the termination; or
          2. recover in full from the Client any other loss sustained by Auto Trader and/or Experian in consequence of any breach of this paragraph.
      5. Discrimination
        1. The Client must not unlawfully discriminate either directly or indirectly or by way of victimisation or harassment against a person on such grounds as age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, colour, ethnic or national origin, sex or sexual orientation, and without prejudice to the generality of the foregoing the Client must not unlawfully discriminate within the meaning and scope of the Equality Acts 2006 and 2010 (as amended) the Human Rights Act 1998 (as amended) or other relevant or equivalent legislation, or any statutory modification or re-enactment thereof.
        2. The Client shall take all reasonable steps to secure the observance of paragraph 1.1.5.1 by all of its Staff.
      6. Health & Safety
        1. The Client shall promptly notify Auto Trader and Experian of any health and safety hazards which may arise in connection with the performance of its obligations under the Agreement, including but not limited to, on inspection by Experian.
        2. While on the Client’s premises, Auto Trader and Experian shall comply with any health and safety measures implemented by the Client in respect of its Staff and other persons working there.
        3. Auto Trader and/or Experian shall notify the Client immediately in the event of any incident occurring in the performance of its obligations under the Agreement on the Premises where that incident causes any personal injury or damage to property which could give rise to personal injury.
        4. The Client must comply with the requirements of the Health & Safety at Work etc. Act 1974 (as amended) and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to the Client’s Staff and other persons working on the Premises in the performance of its obligations under the Agreement.
      7. Publicity and Media
        1. The Client shall notify Auto Trader and Experian immediately if any circumstances arise which could result in publicity or media attention to the Client which could adversely reflect on the DVLA, Experian, Auto Trader or the Services.
        2. The Client shall not use the DVLA, Experian or Auto Trader logos, create or approve any publicity implying or stating that the DVLA, Experian and/or Auto Trader has a connection with any service provided by the Client without the prior written approval of the DVLA, Experian and/or Auto Trader. Prior written approval of the DVLA, Experian and/or Auto Trader shall be obtained for each individual piece of publicity.
      8. Transfer and Sub-contracting
        1. The Client shall not assign, sub-contract or in any other way dispose of the Agreement or any part of it without the prior written permission of Auto Trader and Experian.
        2. Sub-Contracting any part of the Agreement shall not relieve the Client of any of its obligations or duties under the Agreement. The Client shall be responsible for the acts and omissions of its sub-contractors as though they are its own. Where Auto Trader and Experian has given approval to the placing of sub-contracts, copies of each sub-contract shall, at the request of Auto Trader and Experian, be sent by the Client to Auto Trader and Experian as soon as reasonably practicable
      9. Insolvency
        1. The Client shall notify Auto Trader and Experian immediately in writing where the Customer undertakes, undergoes or performs an insolvency event. Insolvency events are any action or event described in the clause of the Terms and Conditions permitting termination for an insolvency event, being:in version 4.4 of the Terms & Conditions, clause 10.1.3.;
      10. Change of Control
        1. The Client shall seek the prior written agreement of Auto Trader and Experian to any change of control within the meaning of section 450 of the Corporation Taxes Act 2010 (as amended) (“Change of Control”). Where Auto Trader and Experian has not given their written agreement before the Change of Control, Auto Trader and Experian may terminate the Agreement by notice in writing with immediate effect within 26 weeks of:
          1. being notified that that change of control has occurred; or
          2. where no notification has been made, the date that Auto Trader and/or Experian becomes aware of that change of control.
      11. Consequences of Suspension and Termination
        1. After the Services have been suspended or the Agreement has been terminated or both, the Client shall continue to comply with its obligations under this Agreement and under Data Protection Legislation in relation to the Data which it holds, including as to the proper use of the Data, retention of the Data and secure destruction of the Data.
        2. After the Services have been suspended or the Agreement has been terminated or both, the Client will no longer have the right to use the Data already supplied by Auto Trader and/or Experian.
        3. During the suspension period, the Client is not permitted to process or transfer the Data received prior to suspension.
        4. Save as otherwise expressly provided in the Agreement:
          1. termination of the Agreement shall be without prejudice to any rights, remedies or obligations accrued under the Agreement prior to termination or expiration and nothing in the Agreement shall prejudice the right of either party to recover any amount outstanding at such termination or expiry; and
          2. termination of the Agreement shall not affect the continuing rights, remedies or obligations of Auto Trader, Experian or the Client under any provision of this Agreement which expressly or by implication is intended to come into or to continue in force on or after termination of this Agreement.
      12. Transfer of the Data outside the UK
        1. The Client shall not transfer Personal Data outside of the EU or UK unless the prior written approval of Auto Trader and Experian has been obtained and the following conditions are fulfilled:
          1. Auto Trader, Experian or the Client has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by Auto Trader and Experian;
          2. the Data Subject has enforceable rights and effective legal remedies;
          3. the Client complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist Auto Trader and Experian in meeting their obligations); and
          4. the Client complies with any reasonable instructions notified to it in advance by Auto Trader and Experian with respect to the processing of Personal Data.
        2. Where Auto Trader and Experian give the prior and express written approval referred to in paragraph 1.12.1, the Client shall disclose the Data only to the extent agreed and in accordance with any conditions attached to the giving of that approval.
  2. Contractual Obligations of Intermediaries or Third Party Clients with Access to the Data

    If the Client is an Intermediary (which shall be determined by Auto Trader and Experian at their sole discretion), the provisions of this paragraph 2 and paragraph 3, below, form part of the Agreement. The Client shall also include the provisions in this Appendix 2 in its contracts with Third Party Customers, where they have been permitted by Auto Trader, with references to Auto Trader in that contract being replaced with references to the Client and references to the Client being replaced with references to the Third Party Customer. Notwithstanding the foregoing, regardless of whether or not the Client is an Intermediary, it shall comply with the terms of this paragraph 2 and paragraph 3, below, on its own behalf.

    1. Technical Requirements for Secure Transmission of the Data
      1. The Data shall be requested from Auto Trader by the Client under this Agreement. The Client warrants that it has ensured that the method of provision of the Data by Auto Trader is suitable and satisfactory to meet the Client’s needs.
      2. The Client shall ensure that it has sufficient technical knowledge and expertise to understand, implement and support the Services.
      3. The Client must ensure that Caching of Data is only possible where the Client is compliant with all requirements of this Agreement and only in the following circumstances:
        1. for a limited period of 24 hours to allow multiple hits against a single record as part of continuous enquiry (e.g. multiple insurance quotes from a website or call centre);
        2. The Cache is protected from unauthorised access by way of encryption in accordance with Industry Best Practice;
        3. The Customer must ensure that Intermediaries and Third Party Customers (where applicable and permitted) are made aware that they must not use Data to fulfil further enquiries or transactions on that Intermediary’s behalf or from Requestor’s or any other actual or potential customers of the Intermediary or Third Party Customer, not to fulfil multiple enquiries such as insurance or financial quotes after the 24 hour period permitted above has expired;
        4. The Client must make customers aware of the above and that storage of the Data for future use/to create an alternative database is not permitted. In addition, the Client should also note the requirements of Appendix 3 (Restrictions on Disclosure of Vehicle Identification Number (VIN))
    2. Reviews and Meetings
      1. The Client shall upon receipt of reasonable notice and during normal office hours attend all meetings arranged by Auto Trader for the discussion of matters connected with the performance of the Agreement.
      2. Without prejudice to any other requirement in this Agreement, the Client shall provide such reports on the performance of the Agreement or any other information relating to the Client’s requests for and use of the Data as Auto Trader may reasonably require.
      3. Auto Trader reserves the right to review the Agreement with the Client at any time. Where required by Auto Trader, the parties shall meet in person or via video or telephone conference to review:
        1. the ongoing need for the Services as defined and any consequential variation to the terms of the Agreement;
        2. the Reasonable Causes for which the Data is provided;
        3. the performance of the Services;
        4. the security arrangements governing the Client’s safe receipt of the Data and the Client’s further use of the Data;
        5. the arrangements that the Client has in place relating to the retention and secure destruction of the Data;
        6. any audits that have been carried out that have relevance to the way that the Client is Processing the Data;
        7. any security incidents that have occurred with the Data;
        8. the continued registration of the Client’s company under the same registered number;
        9. the training and experience of the Client’s Staff in their duties and responsibilities under the Data Protection Legislation;
    3. The Data Protection Legislation
      1. For the purpose of this paragraph 2.3, the terms “Data”, “Data Controller”, “Data Processor”, “Data Subject”, “Information Commissioner”, “Information Commissioner’s Office”, “Personal Data”, and “Processing” shall have the meanings prescribed under Data Protection Legislation.
      2. The parties agree that the Data constitutes Personal Data as they relate to a living individual who can be directly or indirectly identified from the Data.
      3. It is the duty of the Data Controller to comply with Data Protection Legislation. The Client, separately from Auto Trader, shall be the Data Controller of each item of Data received from Auto Trader from the point of receipt of that Data by the Client and shall be responsible for complying with data protection principles in relation to its further Processing of that Data.
      4. Auto Trader is satisfied that providing the Data to the Client for the Reasonable Causes is compliant with Data Protection Legislation.
      5. The Client shall ensure that the individual rights of the Data Subject are taken into account in responding to any Data Subject Access Request.
      6. The Client shall notify Auto Trader immediately if it received a request from any third party for disclosure of the Data where compliance with such request is required or purported to be required by Law.
      7. The parties agree to take into account of any guidance issued by the Information Commissioner’s Office. DVLA may on not less than 30 working days’ notice to the Client amend this Agreement to ensure that it complies with any guidance issued by the Information Commissioners Office.
    4. Data Security
      1. Both parties shall ensure the safe transportation/transmission of the Data in accordance with the appropriate technical and organisational measures.
      2. The Client shall ensure the Data is processed in accordance with Data Protection Legislation guidance and codes of practice.
      3. The Client shall comply with all the security requirements of Auto Trader, including as a minimum those set out in APPENDIX 1 (MINIMUM DATA SECURITY REQUIREMENTS) and any other requirements that Auto Trader shall make from time to time.
      4. The Client shall notify the DVLA immediately, within a maximum of 24 hours of becoming aware, of any failure to comply with the requirements set out in APPENDIX 1 (MINIMUM DATA SECURITY REQUIREMENTS) of this Agreement.
      5. The Client shall not transfer or in any way make Data available to third parties unconnected with the Reasonable Causes.
    5. Malicious Software
      1. The Client shall, as an enduring obligation throughout the term of this Agreement, use the latest versions of anti-virus software available from an industry accepted anti-virus software vendor to check for and remove Malicious Software from the ICT environment.
      2. Notwithstanding paragraph 2.5.1, if Malicious Software is found, the parties shall co-operate to reduce the effect of the Malicious Software and, particularly if Malicious Software causes loss of operational efficiency or loss or corruption of Data, assist each other to mitigate any losses and to restore the Bulk Service to their desired operating efficiency.
      3. Cost arising out of the actions of the parties taken in compliance with the provisions of paragraph 2.5.2 shall be borne by the Parties as follows:
        1. by the Client where the Malicious Software originates from the Client’s software (or a sub-contractor of the Client) or the Client’s data;
        2. by Auto Trader if the Malicious Software originates from the Auto Trader’s software or the Data.
    6. Retention of Data and Evidence
      1. In accordance with the Data Protection Legislation, the Client shall retain each item of Data only for as long as is necessary with reference to the Reasonable Cause for which it was shared.
      2. The Client shall arrange for the secure destruction or deletion of each item of Data, in accordance with the requirements of the Data Protection Legislation, as soon as it is no longer necessary to retain it.
      3. The Client shall retain for two years after Processing of the Data, to allow inspection by Auto Trader, the evidence that the Client relies on to show its compliance with the requirements of this Agreement. There is no need, for Auto Trader’s inspection purposes, for the Data to be retained as part of this requirement. The Data must be disposed of in accordance with the provision of paragraph 2.6.2 above.
    7. The Client’s Vetting and Disciplinary Policies
      1. The Client shall maintain policies for vetting, hiring, training and disciplining the Client’s Staff and shall comply with these in respect of each person who has access to the Services. The minimum requirements for such vetting procedures are set out in APPENDIX 1 (MINIMUM DATA SECURITY REQUIREMENTS).
    8. The Client’s Internal Compliance Checks
      1. The Client shall ensure that its business processes, records of customer interactions and transactions, audit procedures on business activities and financial reporting are appropriate and effective to ensure proper use of the Data in compliance with this Agreement and the requirements of the Data Protection Legislation The minimum requirements for such internal compliance are set out in APPENDIX 1 (MINIMUM DATA SECURITY REQUIREMENTS).
      2. The Client shall carry out its own internal compliance checks at least annually and shall, upon the request of Auto Trader, provide details of the outcome of such checks using the Data Governance Assessment form provided by Auto Trader.
    9. Audits and Reviews
      1. The Client shall share with Auto Trader the outcome of any other checks, audits or reviews that have been carried out on its activities as a Data Controller that are relevant to the Processing of the Data.
      2. The Client shall notify Auto Trader immediately, within a maximum of 24 hours of becoming aware, of any audits that are being carried out by the Information Commissioner’s Office under Data Protection Legislation that are relevant to the Processing of the Data.
    10. Incidents
      1. The Client shall notify Auto Trader immediately, within a maximum of 24 hours of becoming aware, of any losses, compromise or misuse of the Data or any Personal Data Breach and keep Auto Trader informed of any communications about the incident with; the individuals whose Personal Data is affected; the Information Commissioner’s Office; or the media.
      2. The Client understands that as the Data Controller it shall be responsible for taking any action necessary to resolve any such incident.
    11. Inspection by Auto Trader
      1. Auto Trader or an agent acting on its behalf reserves the right to carry out an inspection at any time of the Client’s compliance with the terms of this Agreement. Where possible, Auto Trader shall give the Client 7 days’ written notice of any such inspection.
      2. The Client agrees to co-operate fully with any such inspection and to allow Auto Trader or an agent acting on its behalf access to its Premises, Equipment, evidence and the Client’s Staff for the purposes of the inspection.
      3. The Client will respond as required to the findings and recommendations of any Auto Trader inspection and will provide updates as required on the implementation of any required actions.
      4. Auto Trader may, by written notice to the Client, forbid access to the Data, or withdraw permission for continued access to the Data, to:
        1. any member of the Client’s Staff; or
        2. any person employed or engaged by any member of the Client’s Staff; whose access to or use of the Data would, in the reasonable opinion of Auto Trader, be undesirable.
      5. The decision of Auto Trader as to whether any person is to be forbidden from accessing the Data and as to whether the Client has failed to comply with this clause shall be final and conclusive.
      6. Auto Trader will be entitled to be reimbursed by the Client for all Auto Trader’s reasonable costs incurred in the course of the inspection.
    12. Action on Complaint
      1. Where a complaint is received about the Client or the manner in which its services have been supplied or work has been performed or procedures used or about any other matter connected with the performance of the Client’s obligations under the Agreement or the use of Data, Auto Trader may notify the Client, and where considered appropriate by Auto Trader, investigate the complaint. Auto Trader may, in its sole discretion, acting reasonably, uphold the complaint and take further action in accordance with the Terms and Conditions of this Agreement.
  3. Contractual Rights and Powers
    1. Inspection by the DVLA
      1. The DVLA or an agent acting on its behalf reserves the right to carry out an inspection at any time of the Client’s compliance with the terms of this Contract. Where possible, the DVLA shall give the Client 7 Days’ written notice of any such inspection.
      2. The Client agrees to co-operate fully with any such inspection and to allow the DVLA or an agent acting on its behalf access to its Premises, Equipment, evidence and the Client’s Staff for the purposes of the inspection.
      3. The Client will respond as required to the findings and recommendations of any DVLA inspection and will provide updates as required on the implementation of any required actions.
      4. The DVLA may, by written notice to the Client, forbid access to the Data, or withdraw permission for continued access to the Data, to: a) any member of the Client’s Staff; or b) any person employed or engaged by any member of the Client’s Staff; whose access to or use of the Data would, in the reasonable opinion of the DVLA, be undesirable.
      5. The decision of the DVLA as to whether any person is to be forbidden from accessing the Data and as to whether the Client has failed to comply with this clause shall be final and conclusive.
      6. The DVLA will be entitled to be reimbursed by the Client for all DVLA’s reasonable costs incurred in the course of the inspection.
    2. Action on Complaint
      1. Where a complaint is received about the Client or the manner in which its services have been supplied or work has been performed or procedures used or about any other matter connected with the performance of the Client’s obligations under the Contract or the use of Data, the DVLA may notify the Client, and where considered appropriate by the DVLA, investigate the complaint. The DVLA may, in its sole discretion, acting reasonably;
        1. uphold the complaint and take further action at their discretion.
        2. instruct Auto Trader to terminate the contract, in accordance with the Terms and Conditions of this Agreement.
    3. Termination
      1. Without prejudice to any termination rights Auto Trader may have under the Main Advertising Terms and Conditions or the Business Rules above, Auto Trader may terminate the Agreement with immediate effect by written notice to the Client if the Client commits any three or more Defaults, whether simultaneously or singly at any time during the operation of the Agreement, irrespective of whether any or all of such breaches is minimal or trivial in nature;
    4. Other Termination Rights
      1. Auto Trader may terminate the Contract by written notice with immediate effect if in the reasonable view of Auto Trader, during any period of suspension of the Services the Client:
        1. fails to co-operate with any investigation, audit or review:
        2. fails to provide any assurances or take any actions within the reasonable period set by Auto Trader under the Terms and Conditions of this Agreement; or
        3. fails to provide assurances that satisfy Auto Trader (acting reasonably) that the Client has complied and shall continue to comply with the requirements of this Agreement and of Data Protection Legislation.
      2. Auto Trader may terminate the Agreement by written notice with immediate effect if the Client fails to pay Auto Trader any undisputed sums of money.
      3. Auto Trader may terminate the Agreement by written notice with immediate effect if the Client is found to be in breach of any aspect of Applicable Law that could, in the reasonable opinion of Auto Trader, bring Auto Trader and/or Experian into disrepute.
      4. Auto Trader may terminate the Agreement by written notice with immediate effect if the Client is an individual and he has died or is adjudged incapable of managing his affairs within the Mental Capacity Act 2005 (as amended).
    5. Suspension of the Services
      1. If it comes to the attention of Auto Trader that the Client has committed any Default (including material breaches and all other Defaults), Auto Trader may suspend the Services without further notice and with immediate effect and investigate the nature and effect of the breach.
      2. Auto Trader may from time to time issue guidance on its principles on suspending the Services and terminating contracts to supply Data using the Services. The guidance may include guidance concerning: types of Defaults which Auto Trader may consider to be material breaches; guidance as to specific types of breach that Auto Trader will consider to be remediable; how such breaches may be remedied; how long suspension may last; and guidance as to which types of breach Auto Trader may consider to be irremediable.
    6. Effect of Suspension
      1. If Auto Trader suspends the Services at any time, the Client shall co-operate with any further investigation, audit or review that Auto Trader requires to be carried out in relation to the Data provided to the Client.
      2. Auto Trader may refuse to resume the Services until the Client provides assurances that the matter resulting in the suspension has been resolved to the satisfaction of Auto Trader, and takes specified actions within a reasonable period set by Auto Trader.
      3. Auto Trader may require that an inspection is carried out after the Services are resumed, to check the Client’s compliance with the Agreement and Data Protection Legislation.
      4. During any suspension period, Auto Trader shall not provide Data to the Client.
      5. The Client shall reimburse Auto Trader for all Auto Trader’s cost and expenses incurred in relation to the Auto Trader’s right under this paragraph to carry out an inspection, investigation, audit or review of the Client.
    7. Insolvency
      1. Where Auto Trader is notified in writing of any of the circumstances listed in paragraph entitled “Insolvency”, Auto Trader may suspend the Services without further notice and with immediate effect and investigate further whether any of the Client’s directors or any liquidator, receiver, administrative receiver, administrator, or other officer is capable of ensuring that the provisions of this Agreement and of Data Protection Legislation are complied with. If Auto Trader is not satisfied that any such person shall ensure such compliance, Auto Trader may terminate the Agreement by written notice with immediate effect.
  4. Ensuring Compliance Intermediaries and Third Party Clients
    1. In order to ensure the compliance of its Intermediaries or Third Party Customers (where such are applicable and permitted by Auto Trader) with the obligations in APPENDIX 2, the Client shall:
      1. at all times maintain a written contract with the Third Party Customer that includes all the obligations and rights required to be included under this Agreement;
      2. audit every Intermediary or Third Party Customer at least once in the first calendar year during which the Client discloses Data to each Intermediary or Third Party Customer, and annually thereafter, and make evidence of such audits available to Auto Trader at its request;
      3. notify Auto Trader immediately of any Defaults that the Client considers to have been committed by the Intermediary or Third Party Customer, whether discovered on audit by the Client or at any other time; and
      4. take any additional action the Client considers reasonable to ensure that the Intermediary or Third Party Customer shall comply with all of its obligations.
  5. Conditions on the Use of Vehicle Registration Number (VRN) as Search Criteria
    1. Disclosure of the Data (or any extract from it) relating a specific vehicle upon entry of a VRN by a Requestor, an Intermediary or a Third Party Customer are only permitted in the following cases:
      1. The VRN relates to a vehicle where the Requestor is either owner or registered keeper of that vehicle; or
      2. The VRN relates to a vehicle that is being or intended to be marketed or offered for sale; or
      3. The Requestor has a genuine and legitimate interest in determining the provenance, status or technical specification of that vehicle; or
      4. Where confirmation of the vehicle identity is a pre-requisite for the Data being accessed by the Requestor.
      5. The VRN relates to a vehicle that the Requestor, Intermediary or Third Party Customer has involvement in providing services to. This may include where the Requestor, Intermediary or Third Party Client:
        • Has sold, repaired, modified, or serviced that vehicle;
        • Is providing an insurance quotation or vehicle finance for that vehicle;
        • Is involved in reducing crime for that vehicle.
  6. Restrictions on Free Disclosure of The Data
    1. In order to restrict excessive amounts of Data from being disclosed to Third Party Customers, Intermediaries or Requestors, the Client is only permitted to disclose the following Data fields free of charge and free of any conditions:
      • Make
      • Model
      • Colour
      • Date of First Registration
      • Body Type
      • Fuel Type
      • Engine Capacity
      • CO2
      • BHP (obtained from SMMT)
      • Year of Manufacture
      • Export Marker
      • Vehicle Type Approval
      • Wheelplan
      • Vehicle/Revenue Weight
      • Tax Data
      • MOT Data
      • Gearbox (obtained from SMMT)

APPENDIX 3: RESTRICTIONS ON DISCLOSURE OF VEHICLE IDENTIFICATION NUMBER (VIN)

  1. Introduction
    1. It is necessary to have key identifying criteria and references (such as a serial number) for most assets. The main identifiers for a motor vehicle are the VRN (Vehicle Registration Number) and the VIN (Vehicle Identification Number). As the VRN is only applicable once the vehicle is registered and can be transferred to another vehicle, the most reliable identifier has become the VIN.
    2. Within the automotive sector, correctly identifying a vehicle is vital in order to ensure the correct details are recorded and disclosed during the life of that vehicle. This applies in particular when specific events occur such as registration, secured finance, resale, repair, cherished plate transfer process, future finance applications and insurance application/renewal.
    3. To address this market need, the Client can release the full VIN in certain circumstances, to agreed trade sectors, in accordance with Reasonable Cause, and subject to specified conditions.
    4. The table in section 2 below sets out the specified conditions for disclosure of the full VIN. The full VIN must only be released where absolutely essential and where this is not necessary VIN confirmation or partial VIN release should be the preferred solution.
    5. Section 4 below sets out conditions on disclosure of the partial VIN.
  2. Market Sectors Where Disclosure of Full VIN is Permitted

    Market Sector Purpose for Release of VIN Permitted Disclosure
    Motor Dealers Franchised To assist in confirming the identity of the vehicle by validating that the VRN searched relates to the correct vehicle. To confirm a correct VIN to be compared to the VIN displayed on the vehicle. Displayed on the vehicle search report / certificate. Recorded on the vehicle inventory, stock report, ledgers and customer database / service record. Information disclosed to vehicle purchaser / owner, dealership staff, sub-contractors and auditors.
    Motor Dealers Non-Franchised To assist in confirming the identity of the vehicle by validating that the VRN searched relates to the correct vehicle. To confirm a correct VIN to be compared to the VIN displayed on the vehicle Displayed on the vehicle search report / certificate. Recorded on the vehicle inventory, stock report, ledgers and customer database / service record. Information disclosed to vehicle purchaser / owner, dealership staff, sub-contractors and auditors.
    Auction Houses To assist in confirming the identity of the vehicle by validating that the VRN searched relates to the correct vehicle. To confirm a correct VIN to be compared to the VIN displayed on the vehicle. Displayed on the vehicle search report / sale lot. Recorded on the sales systems, vehicle inventory, stock report and ledgers. Information disclosed to vehicle vendor / purchaser, auction staff, sub-contractors and auditors.
    Original Equipment Manufacturers To assist in confirming the identity of the vehicle by validating that the VRN searched relates to the correct vehicle. To use the VIN as an identifier if vehicle is not yet registered. Displayed on the vehicle search report / certificate. Recorded on the vehicle inventory, stock report, ledgers and customer database / service record. Information disclosed to franchise holders, vehicle owner / purchaser, OEM staff, sub-contractors and auditors.
    Finance Companies To assist in confirming the identity of the vehicle by validating that the VRN searched relates to the correct vehicle. To use the VIN as an identifier if vehicle is not yet registered. Recorded on the vehicle asset / inventory files, Contract reports, ledgers and customer database / record. Information disclosed to vehicle operator / owner / purchaser, finance company staff, sub-contractors and auditors.
    Insurance Companies To assist in confirming the identity of the vehicle by validating that the VRN searched relates to the correct vehicle. Used to help identify and link to replacement parts and accessories. Recorded on the vehicle policy / claims files, contract reports, ledgers and customer database / record. Information disclosed to vehicle operator / owner / policyholder, insurance company staff, sub-contractors and auditors.
    Fleet and Leasing Companies To assist in confirming the identity of the vehicle by validating that the VRN searched relates to the correct vehicle. To use the VIN as an identifier if vehicle is not yet registered. Recorded on the vehicle asset / inventory files, Contract reports, ledgers and customer database / service record. Information disclosed to vehicle operator / owner / purchaser, fleet & leasing company staff, sub-contractors and auditors.
    Aftermarket Service Providers To assist in confirming the identity of the vehicle by validating that the VRN searched relates to the correct vehicle. Used to help identify and link to replacement parts and accessories. Recorded on the vehicle order record, ledgers and customer database / service record. Information disclosed to vehicle repairer / operator / owner / purchaser, aftermarket company staff, sub-contractors and auditors.
    Automotive Systems and Integration Companies (e.g. Vendors of Dealer Management Systems) To assist in confirming the identity of the vehicle by validating that the VRN searched relates to the correct vehicle. Displayed on the vehicle search report / certificate. Recorded within the application modules to handle vehicle inventory, stock report, ledgers and customer database / service record. Information disclosed to vehicle repairer / systems operator, vehicle owner / purchaser, systems integrator company staff, sub-contractors and auditors.
    Law Enforcement Agencies To assist in confirming the identity of the vehicle by validating that the VRN searched relates to the correct vehicle. To confirm a correct VIN to be compared to the VIN displayed on the vehicle. To use the VIN as an identifier if vehicle is not yet registered. Displayed on the vehicle search report / certificate. Recorded on the case files, reports and legislative documentation. Information disclosed to authorised individuals and bodies involved in and processing the case / enquiry.
    Salvage Companies To assist in confirming the identity of the vehicle by validating that the VRN searched relates to the correct vehicle. To confirm a correct VIN to be compared to the VIN displayed on the vehicle. Displayed on the vehicle record / COD (Certificate Of Destruction). Recorded on the vehicle inventory, stock report, ledgers and customer database. Information disclosed to vehicle operator / owner, salvage company staff, sub-contractors and auditors.
  3. Market Sectors Where Disclosure of Full VIN is not Permitted
    1. Disclosure of the full VIN is not permitted to the following market sectors:
      1. Consumers
      2. Marketing Companies (other than those working on behalf of approved trade sector clients in respect of their core activities under permitted uses)
      3. Companues, Partnerships and Sole Traders who do not meet the criteria set out in the table in section 2 above.
    2. Where there is a requirement to disclose the full VIN to new market sectors or for new purposes other than those set out in the table above in section 2 of these terms, the Customer must detail this in writing and obtain formal written approval from DVLA (via Auto Trader). The Customer shall not disclose the full VIN to any additional market sectors or for any new purposes without a contract variation in accordance with these terms and formal written approval from DVLA.
  4. Conditions on Disclosure of Partial VIN
    1. The Society of Motor Manufacturers and Traders (SMMT) has informed DVLA that the release of the end characters of a VIN (so a partial VIN) may lead to the ability to uniquely identify a vehicle in a very limited range of circumstances.
    2. Where there are fewer that 500 vehicles of a particular type registered in a year, only the last three characters are needed to uniquely identify a vehicle, assuming that the make and model of that vehicle is known.
    3. Where Reasonable Cause cannot be demonstrated to allow a Requester. Intermediary or Third Party Customer to identify a unique vehicle (in accordance with these terms) and where there are fewer than 500 vehicles of a particular vehicle type registered in one year, the Customer must only disclose the final two characters of the VIN.

ANNEX A

CLIENT’S KEY STAFF WITH DIRECT RESPONSIBILITIES FOR THE DVLA DATA AND FOR THE OTHER OBLIGATIONS UNDER THE AGREEMENT

  1. The contact details of the Client’s Key Staff with responsibility for the DVLA Data and the performance of the Agreement, are as follows:
    1. The contact details of the Commercial Manager referred to in clause 1.2.2.a are:
      • Name:………………………………………….
      • Job Title:……………………………………….
      • Business Address (The Customer’s Registered Office, as recorded at Companies’ House): ………………………………………………….. ………………………………………………….. …………………………………………………..
      • Postcode:……………………………………….
      • Business telephone number:……………………………………….
      • Business mobile telephone number:……………………………….
      • Business Email address:…………………………………………….
    2. The contact details of the Data Manager referred to in clause 1.2.2.b are:
      • Name:………………………………………….
      • Job Title:……………………………………….
      • Business Address:…………………………… ………………………………………………….. ………………………………………………….. …………………………………………………..
      • Postcode:……………………………………….
      • Business telephone number:……………………………………….
      • Business mobile telephone number:……………………………….
      • Business Email address:…………………………………………….
    3. The contact details of any other Key Staff, who are responsible for the Data or for supervision of the Staff with access to the Data, should be provided below and on continuation sheets attached to this ANNEX A.
    4. The contact details for the Data Protection Officer (DPO) where applicable:
      • Name:………………………………………….
      • Business Address:…………………………… ………………………………………………….. ………………………………………………….. …………………………………………………..
      • Postcode:……………………………………….
      • Business telephone number:……………………………………….
      • Business mobile telephone number:……………………………….
      • Business Email address:…………………………………

ADDITIONAL TERMS AND CONDITIONS SCHEDULE 2A

Experian Vehicle Data Service Customer Terms and Conditions - Dealerships who are customers of Finance Companies

Experian Limited (“Experian”) has entered into a partnership with Auto Trader to provide the underlying data which populates Vehicle Check/Auto Trader Connect: Vehicle Check. As part of this partnership, Experian requires Auto Trader customers using Vehicle Check/Auto Trader Connect: Vehicle Check to agree to and accept the Experian Vehicle Data Service Customer Terms and Conditions set out below which applies to the respective customer category (“Experian Terms”) prior to using Vehicle Check/Auto Trader Connect: Vehicle Check. Customers should therefore read the Experian Terms carefully, as by using Vehicle Check/Auto Trader Connect: Vehicle Check, customers are accepting the Experian Terms and entering into a binding legal contract with Experian directly on the terms of the Experian Terms.

As part of the partnership between Auto Trader and Experian, Experian shall provide a data guarantee to certain customers subject to and in accordance with the Experian Terms. It is a condition of the provision of the data guarantee that customers comply with the Experian Terms. The data guarantee detailed in the Experian Terms is provided directly by Experian (not Auto Trader) to customers on the terms of the Experian Terms. Any enforcement of such data guarantee by a customer must be undertaken directly against Experian on the basis of the Experian Terms and Auto Trader shall have no liability to any customer in respect of the data guarantee.

To enable Experian to verify any customer claims in respect of the data guarantee referred to above, Auto Trader is required to disclose to Experian relevant information confirming the relevant customer’s identity for the purposes of such verification. On the basis that a customer will benefit from such disclosure of relevant information, and to enable Auto Trader to ensure any data guarantee claim is properly verified, Auto Trader will disclose such relevant information to Experian upon request for the purpose of verification of any customer claims in respect of the data guarantee only, and Auto Trader shall procure that Experian complies with all applicable law in respect of the processing and storage of such information. If any customer does not wish such relevant information to be disclosed for such purposes it should inform its relevant Auto Trader Account Manager accordingly, but any such customer understands and accepts that by doing so it may prejudice the validity of the data guarantee provided by Experian.

Experian reserves the right to amend the Experian Terms to reduce the maximum Limit of Protection (as defined in the Experian Terms) for the data guarantee from £18,000 to £12,000 only if certain criteria are met (such criteria as have been agreed with Auto Trader). However, the Experian Terms shall be amended to reflect such reduced maximum Limit of Protection at least 30 days prior to such reduced maximum Limit of Protection taking effect.

The data guarantee referred to above expressly excludes any claims in respect of Supplemental Data as defined in the Experian Terms below. This means that the data guarantee does not apply to data contained within data returned via Vehicle Check/Auto Trader Connect: Vehicle Check which is not originally sourced by Experian.

  1. Definitions

    Some words and phrases used in these conditions have special meanings. These meanings are set out below.

    1. “Access Channels” means the Integrator’s application programming interface (API) and the Integrator’s websites at www.dealerportal.autotrader.co.uk and www.autotrader.co.uk or another website through which we deliver the Services.
    2. “Agreement” means these Conditions including any Schedules and Appendixes that accompany the Conditions and the Application Form (if any).
    3. “Application Form” means, if applicable, the application form you completed via the Access Channels to apply for the Services.
    4. “Client Data” means data and information owned by you and provided to us in connection with the Services.
    5. “Commencement Date” means the date on which you first use the Services, unless agreed otherwise in writing between us.
    6. “Conditions” means these terms and conditions.
    7. “Data Guarantee” means the guarantee provided to you by us in accordance with Clause 8 of these Conditions in relation to Losses incurred by you as a result of Data Issues in the Information.
    8. “Data Issue” means any inaccuracy in the Information as specified in Clause 8(e) of these Terms and Conditions.
    9. “Export” means where DVLA records show that a vehicle had been exported outside the United Kingdom (including to another European Union country) at the time the Service was provided.
    10. “Import” means a vehicle has been used outside of the European Union before its first registration with the DVLA.
    11. “Information” means all data, information, reports and other materials of whatever nature provided to you or used by us as part of or in connection with the Services.
    12. “Integrator” means Auto Trader Limited (ATL) through whom, you access the Services.
    13. “Limit of Protection” has the meaning set out in Clause 8(e) of these Conditions.
    14. “Losses” has the meaning set out in Clause 8(e) of these Conditions.
    15. “Market Value” means the average trade value for a vehicle of the same type, age and mileage in average condition calculated in accordance with Glass’s Car Trade Guide (published by Glass’s Information Services Limited) at the date the claim is notified to us.
    16. “Services” means our automotive data services (also referred to as “Experian Vehicle Data Service(s)” which are made available to You via the Access Channels as follows (and which does not include the Supplemental Data):
      • Vehicle registration details - comprising of make, model, colour and other high level registration information, collated from the Driver & Vehicle Licensing Agency (DVLA), the Society of Motor Manufacturers & Traders (SMMT) and the Motorcycle Industry Association (MCIA).
      • Finance markers - comprising of secured finance details as recorded with Experian.
      • High Risk markers - as recorded by motor retailers and vehicle lenders, in relation to an interest in a given vehicle.
      • Import, export or scrapped marker - as recorded with the DVLA.
      • Mileage history - based on a collation of mileage information, sourced from the DVLA, National Association of Motor Auctions (NAMA), Retail Motor Industry Federation (RMIF), Epyx and other providers to Experian.
      • Stolen markers - as recorded by the Police National Computer (PNC)
      • Insurance total loss markers (write off) - as recorded by Motor Insurers Bureau (MIB) members on the centralised Motor Insurance Anti-Fraud & Theft Register (MIAFTR)
      • No. of previous keepers - as recorded by the DVLA.
      • Cherished plate transfers - as recorded by the DVLA.
      • Previous colour changes - as recorded by the DVLA.
      • Search history - based on known searches of a given vehicle, through Experian’s own products or services.
    17. “Specification” means the description of the Services as set out on the Access Channels.
    18. “Supplemental Data” means any third party data that is made available to You by the Integrator alongside the Services that is not part of the Services and is not provided to the Integrator by Us.
    19. “We”, “Us” or “Our” means Experian Limited (registered number 653331). Our registered office is at The Sir John Peace Building, Experian Way, NG2 Business Park, Nottingham NG80 1ZZ.
    20. “You”, “Your”, “the Client” means the person, firm or company to whom we have agreed to provide the Services.

    The headings used in these Conditions are for convenience only.

  2. The services

    1. We shall provide the Services to You using reasonable care and skill and in all material respects in accordance with the Specification.
    2. Your use of the Services is at all times subject to this Agreement.
    3. The Services are brought to You by Us (through the Integrator) but You agree that (provided that We remain responsible for the actions of our sub-contractors) We may sub-contract the Services or any element of the Services, and You acknowledge that the Integrator may request the Services on Your behalf

    We can at any time vary the nature of the Services or stop providing the Services or any part of the Services, due to circumstances beyond Our reasonable control. All amendments or variations to this Agreement (including the Charges) shall be published via the Access Channels and all amendments or variations shall apply to the provision of Services after the date on which such amendments or variations are published.

  3. Period and scope of agreement

    This Agreement shall commence on the Commencement Date and continue until terminated in accordance with this Agreement. The terms of this Agreement shall apply to all Services provided by Experian to You via the Access Channels.

  4. Payment

    Provided You pay the amount due to the Integrator for use of their services (which will comprise payment for the Services), We will not invoice You directly for the Services and will not take any action to recover any amounts from you.

  5. Use of the Services and Information

    1. Each party warrants that it has the full power and authority to enter into this Agreement.
    2. All intellectual property rights in any Client Data provided to us by You under this Agreement will remain vested in You.
    3. You grant Experian a perpetual, royalty free, non-exclusive, non-transferable licence to use (and copy) the Client Data in order to perform the Services and for other agreed purposes and in order for us to comply with any requests made to us under statute. All of the intellectual property rights (including copyright and database right) in the Information we provide to You in connection with the Services belongs to Us or our licensors. You will not own any of the Information or have any rights to own the information.
    4. You acknowledge that parts of the Information contain (among other things):
      • crown copyright data reproduced under licence from the controller of HMSO and the Vehicle Inspectorate; and
      • proprietary data belonging to Our licensors.
    5. You may only use the Information for the internal business purposes of Your business and no other purpose.
    6. You shall not:
      • sell, deal, transfer, or otherwise make available any of the Services to any third party or use the Services for the benefit of any third party;
      • reproduce, publish, distribute, sell, deal, transfer or otherwise make available any of the Information to any third party or use the Information for the benefit of any third party;
      • adapt, alter, modify or otherwise interfere with the Services and/or the Information;
      • create a database from the Information;
      • otherwise commercially exploit any of the Information;
      • copy interfere with or use in any unauthorised way, any digital certificate, web certificate or any other security device provided by us for use in connection with the Services;
      • remove or suppress any copyright notice or other proprietary markings contained within the Services or Information.
    7. You shall comply with Our reasonable written instructions and directions in relation to the use of the Services (including in relation to information security). You agree and acknowledge that if information supplied by Our licensors is made available to You as part of the Services, we can give Our licensors details of Your enquiry, Your identity and the Charges paid in respect of an enquiry. The rights granted by these conditions are personal to You. You cannot transfer or grant any of these rights to anyone else.
    8. You acknowledge that the Services may contain public sector information licensed under the Open Government Licence v2.0 https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3 (“Open Government Data”).
    9. To the extent that You receive Open Government Data, You agree that Experian shall not be liable for any loss You incur (and shall not be in breach of this Agreement) as a result of any act or omission of the provider of the Open Government Data (including any act or omission which renders the Open Government Data inaccurate, any failure or delay in delivery of the Open Government Data by its provider, any inability to access the system from which Open Government Data is supplied and/or any non-availability of such system).
  6. Confidentiality and Compliance

    1. Each party agrees that in connection with the provision or use of the Services (as appropriate), it will at all times comply with all applicable legislation, regulations, and other rules having equivalent force.
    2. Each party shall, in respect of the Confidential Information for which it is the recipient:
      • keep the Confidential Information strictly confidential and not use or disclose to any person any part of such Confidential Information except as required for the performance of the recipient's obligations under this Agreement;
      • take all reasonable steps to prevent unauthorised access to the Confidential Information;
    3. Each party may disclose Confidential Information where it is required to do so by law or by a court or governmental body with competent jurisdiction and the following provided that it shall procure that any party to whom it discloses Confidential Information shall observe the restrictions in this Clause 6:
      • employees and officers of the recipient who require it for the recipient to perform its obligations under this Agreement;
      • the recipient's auditors and professional advisors solely for the purposes of providing professional advice;
      • if We are the recipient, agents and sub-contractors of Experian involved in performing our obligations under this Agreement, and Experian group companies;
      • if We are the recipient the Information Commissioner's Office pursuant to any requirement to do so (whether legally binding or otherwise), and any person as permitted by any statutory provision.
    4. We may disclose information in accordance with Clause 5g above.
    5. You acknowledge that and agree that, without terminating or limiting Your obligations to Us relating to any other part of the Services, We shall be entitled to suspend, cancel or decline to provide any Services to the extent that in Our reasonable opinion, to provide the Services would be
      • in breach of any statutory provisions, regulations or codes of practice; or
      • not desirable or practicable by reason of any political, regulatory or public pressures; or
      • beyond Your entitlement to receive any Information which would otherwise be received as part of the Services.
  7. Warranties and Liability

    1. You understand and accept that the Services and Information may be based upon and comprise data provided to Us by third parties or which is otherwise publicly available. Accordingly, We give no warranty about the accuracy or fitness for any particular purpose of the Services and/or Information and/or any advice or opinion We give. We do however provide the Data Guarantee to You on the terms set out in Clause 8 below.
    2. You acknowledge and agree that the Services are not intended to be used as the sole basis for any business decision, and that We give no warranty as to the availability of the Services.
    3. The warranties expressly set out in this Agreement are the only warranties We give to You in respect of the subject matter of this Agreement. All warranties, representations or terms of equivalent effect which might be implied into this Agreement by law are excluded to the fullest extent permitted by law.
    4. Other than any Losses You are entitled to recover from us under the Data Guarantee, Our total liability to You in any year for all claims (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) relating to the Services and/or the Information is limited to the sum of £500.00.
    5. We shall not be liable (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) for:
      • any indirect or consequential loss.
      • the following types of financial loss; loss of profits; loss of earnings; loss of business or goodwill; business interruption; even if Experian had notice of the possibility of the Client incurring such losses.
      • the following types of anticipated or incidental losses; loss of anticipated savings; increase in bad debt; loss of sales or revenue; failure to reduce bad debt; reduction in the value of an asset; even If we had notice of the possibility of the you incurring such losses.
      • any losses that are incurred by You in connection with the use or provision of any Supplemental Data
    6. We do not exclude or limit our liability to you:
      1. for breach of Experian's obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
      2. for personal injury or death resulting from Experian's negligence or that of its employees, agents and/or sub-contractors;
      3. under section 2(3) Consumer Protection Act 1987;
      4. for any matter which it would be illegal for Us to exclude and/or limit, or attempt to exclude and/or limit, its liability; or
      5. for Our fraud or fraudulent misrepresentation,

      and nothing in this Agreement shall be construed as excluding or limiting such liability.

  8. Data Guarantee

    1. We shall provide the Data Guarantee to You to cover Losses You suffer up to the Limit of Protection for a period of 12 months from the date on which the Service was provided. For the avoidance of doubt, the Data Guarantee only provides coverage against Losses in relation to Data Issues in the Information provided to You in the Services and no other losses. The Data Guarantee does not apply to Supplemental Data.
    2. We shall only be liable for Losses arising from Data Issues in the Information relating to the provenance of a particular vehicle as part of the Services and shall not be liable for any Losses arising from a vehicle's physical condition, value or valuation, specification, fuel consumption or dimensions except as otherwise provided for in these Conditions.
    3. You warrant and represent to Us that any information provided to us:
      • in the course of the Services; and/or
      • when making a claim under the Data Guarantee, is accurate and complete.
    4. You shall immediately disclose to Us any fact which we would expect to have notice of in accepting, assessing or paying a claim under the Data Guarantee.
    5. The losses which the Data Guarantee provides coverage against (“Losses”) are set out below:

      Data Issue Losses Limit of Protection
      1 At the time the Experian Vehicle Data Service was performed, the vehicle was subject to a finance agreement which was not shown in the results of the Experian Vehicle Data Service If You are unable to obtain good title to the vehicle as a result of the finance agreement not shown in the results of the Experian Vehicle Data Service, we shall make payment (up to the Limit of Protection) to the relevant lender under such finance agreement to enable You to obtain full title to the vehicle. The lower of (i) the Market Value of the vehicle at the time the claim is made under the Data Guarantee; or (ii) £18,000
      2 At the time the Experian Vehicle Data Service was performed, the vehicle was recorded as a Category A or B insurance write-off by an insurer, but this was not shown (or not shown correctly) in the results of the Experian Vehicle Data Service. Up to the Limit of Protection, we will pay to You an amount equal to the purchase price paid by You for the vehicle (less any scrap value you have received). The lower of (i) the Market Value of the vehicle at the time the claim is made under the Data Guarantee; or (ii) £18,000.
      3 The vehicle was reported stolen prior to the Experian Vehicle Data Service being performed, however, the results of the Experian Vehicle Data Service did not show a stolen vehicle marker. Up to the Limit of Protection, we will pay to You an amount equal to the purchase price paid by You for the vehicle. The lower of (i) the Market Value of the vehicle at the time the claim is made under the Data Guarantee; or (ii) £18,000.
      4 At the time the Experian Vehicle Data Service was performed, the vehicle was recorded as an insurance write-off by an insurer (other than a Category A or B write-off) but this was not shown (or not shown correctly) in the results of the Experian Vehicle Data Service. Up to the Limit of Protection, we will pay to You an amount equal to either: (1) the reduction in the Market Value of the vehicle as it result of it being recorded as an insurance write-off (where You retain the vehicle); or (2) if You have sold on the vehicle: a. (where You have re-purchased the vehicle after the Data Issue came to light and subsequently sold it on to a third party), the difference between the price received for the vehicle when You originally sold it and the price received when the vehicle was subsequently re-sold after the Data Issue came to light; or b. (where the third party who purchased the vehicle from You chooses to keep the vehicle and to receive compensation from you), the amount of compensation agreed with and paid to the purchaser of the vehicle. The lower of (i) 50% the Market Value of the vehicle at the time the claim is made under the Data Guarantee; or (ii) £9,000.
      5 At the time the Experian Vehicle Data Service was performed, the vehicle was an Export or Import but this was not shown in the results of the Experian Vehicle Data Service. Up to the Limit of Protection, we will pay to You an amount equal to the reduction in the Market Value of the vehicle as a result of the missing or incomplete import or export marker coming to light, as calculated on the day the claim is made. The lower of 10% the Market Value of the vehicle at the time the claim is made under the Data Guarantee or £1,800.
      6 The number of registered keepers shown in the results of the Experian Vehicle Data Service is lower than the number of registered keepers recorded with the DVLA up to the date on which the Experian Vehicle Data Service was performed. No evidence of actual financial loss required. We will pay out the Limit of Protection where this Data Issue arises. £250
      7 The results of the Experian Vehicle Data Service specify a colour which is different to colour recorded with DVLA for the vehicle. No evidence of actual financial loss required. We will pay out the Limit of Protection where this Data Issue arises. £50
      8 The mileage shown in the results of the Experian Vehicle Data Service is different to a previous higher reading recorded in any other mileage database and the mileage record provided by You to Us for the vehicle shows that the previous higher reading was correct. No evidence of actual financial loss required. We will pay out the Limit of Protection where this Data Issue arises. £250
    6. We shall only be liable to make payments to You under the Data Guarantee if the following conditions are met:
      • You are a sole trader, partnership or body corporate (but not an individual in their own capacity) who has utilised the Experian Vehicle Data Service (via the Integrator) and subsequently purchased the vehicle to which the Experian Vehicle Data Service related;
      • You have acted with professional diligence in making the vehicle purchase, to be determined solely by us (acting reasonably). We will take into account all relevant information in deciding whether the purchase was carried out with professional diligence. We may regard any of the following non exhaustive circumstances as indicative that you failed to act with professional diligence:
        • the purchase was made with prior knowledge of the circumstances giving rise, or contributing to, the claim under the Data Guarantee;
        • You failed to confirm before the vehicle purchase that the vehicle identification number ("VIN") displayed in the results of the Service matched the vehicle registration certificate ("V5C") and the VIN displayed on the vehicle;
        • You failed to confirm that the vehicle registration mark ("VRM") and other details provided in the results of the Service were consistent with those of the vehicle;
        • You purchased the vehicle despite the existence of information in the results of the Service which should have put You on notice that the vehicle should not be purchased;
        • You failed to confirm that the identity of the seller of the vehicle was the same person as the current keeper recorded on the V5C;
        • You failed to confirm the vehicle had a valid MOT certificate (where it was compulsory for the vehicle to have one); or
        • in respect of any finance referenced in the results of the Experian Vehicle Data Service, You have failed to contact the relevant finance company to verify the type and detail of finance referred to.
      • the Experian Vehicle Data Service was carried out prior to the purchase of the vehicle;
      • the vehicle was purchased in the ordinary course of your business;
      • the vehicle does not have false VRM and/or VIN;
      • You have allowed Experian to inspect any vehicle in respect of which a claim is made under the Data Guarantee;
      • You have provided evidence of financial loss to Us in respect of the relevant Losses together with such other documentation as We may require, acting reasonably, to assess the claim; and
      • You have taken all reasonable precautions to avoid, and taken reasonable steps to mitigate, Losses which are or may be recoverable under the Data Guarantee.
    7. The Data Guarantee will not provide coverage against Losses in the following circumstances or for the following losses or expenses:
      • financial loss (whether arising from loss, destruction of or damage to the vehicle) occurring after the date of the Experian Vehicle Data Service other than as set out in Clause 8(e) above;
      • where the vehicle was purchased outside Great Britain or Northern Ireland;
      • where You made cash payments for the vehicle exceeding £5,000 or 10% of the purchase price of the vehicle (whichever is the higher);
      • where You cannot provide a valid reason (to be determined at our sole discretion) for purchasing the vehicle for 30% or more below the Market Value;
      • legal fees or expenses;
      • You have provided incorrect or incomplete information to Us when requesting the Service, or when making a claim under the Data Guarantee;
      • losses in respect of vehicles other than those for which the Service is available, being a car, motorcycle or commercial vehicle;
      • where the vehicle is not registered with the DVLA in the United Kingdom when the Experian Vehicle Data is carried out, or where it bears a VRM with the prefix or suffix letter Q;
      • any issue arising or occurring prior to the vehicle's first registration with the DVLA;
      • You make a false or fraudulent claim under the Data Guarantee; and
      • where you have purchased the vehicle despite any of the details provided by the seller of the vehicle failing to accord with the results of the Experian Vehicle Data Service.
    8. Any claim made under the Data Guarantee must be made using a claim form, which is available by writing to AutoCheck Claims Department, The Sir John Peace Building, Experian Way, NG2 Business Park, Nottingham, NG80 1ZZ or by telephoning 0870 333 8030.
  9. Co-operation and help

    At Your own cost, You must co-operate with Us and give Us the information and help We need to perform Our obligations in relation to the Services.

  10. Ending the contract

    1. Either party may terminate this Agreement immediately by serving written notice on the other party:
      • if the other party commits a material breach of an obligation under this Agreement which is not capable of remedy;
      • if the other party commits a material breach of an obligation under this Agreement which is not remedied within 28 days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination;
      • if the other party becomes insolvent.
    2. Termination of this Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party: which have accrued before termination; or which are intended to continue to have effect beyond termination. Your entitlement to use the Information shall (unless such entitlement is stated to be perpetual) cease on termination of this Agreement.
  11. Events beyond our control

    Neither party shall be liable for events beyond its reasonable control.

  12. Entire agreement, variation and waiver

    1. This Agreement forms the whole agreement between the parties, and takes the place of all previous negotiations, understandings and representations in relation to the same subject matter as this Agreement. Neither of the parties shall be bound by, or liable to the other party for, any representation, promise or inducement (other than fraudulent misrepresentations) made by it or by any agent or person on its behalf which is not expressly contained in this Agreement.
    2. These conditions may be changed by Us at any time by Us giving You notice of the changes to these conditions. If We do not hear from you within 30 days of the date of such notice, We will deem that to be Your acceptance of the updated conditions. If You do not agree to the changes, You must notify Us within 30 days of the date of the notice, and You shall be entitled to terminate with immediate effect.

    Except as specified in 12b above if either party fails to exercise any right or solution available under these conditions, any failure or delay will not prevent either party from relying on those rights or solutions in the future.

  13. Integrators and Third Party Rights

    1. You shall access or use the Services via the Integrator.
    2. Subject to Clause 7f above, We shall not in any event be liable for any issues or problems arising from the provision of the Services where such issues or problems are a direct result of the acts or omissions of the Integrator.
  14. Third Party Rights

    Persons who are not a party to this Agreement shall not have any rights under this Agreement.

  15. Removing conditions

    If a court of law finds any part of this Agreement to be invalid, it will be deleted and the rest of this Agreement shall remain to be in full force.

  16. Law

    This Agreement is governed by English law. Both parties agree that the courts of England will have the exclusive power to settle any dispute that may arise out of, under, or in connection with this Agreement.

  17. Notices

    1. All notices must be in writing and sent by first-class post or fax. If We write to You, We will use the address, fax number or e-mail set out in the Application Form. You can write to Us at our registered office address.
    2. All notices are considered to have been received:
      • 48 hours after being posted if posted to the correct address; or
      • one hour after being sent if sent by fax within normal working hours
      • Notices sent by email will not be accepted.
  18. Special Terms: Vehicle Mileage Check Service

    This section is only applicable to You if the Services that we provide to You include the Vehicle Mileage Check Service ("VMC Service").

    You acknowledge and agree that the VMC Service can only comment on the vehicle(s) on which the VMC Service is conducted.

    You acknowledge and agree that it shall at all times remain responsible for ensuring that its vehicle due diligence policies and practices are compliant with all applicable laws.

    If You are a VMC Member, we recommend that you adhere to the procedures shown in the due diligence policy document known as Vehicle Mileage Check User Guide ("VMC User Guide"), a copy of which shall be available on request. However, You acknowledge and agree that the VMC User Guide is not intended to replace Your own vehicle due diligence policies and practices.

  19. Complaints

    If You wish to make a complaint regarding the Services, please contact Us as follows:

    Email: complaints@uk.experian.com
    Post: Customer Relations, Experian Limited, The Sir John Peace Building, Experian Way, NG2 Business Park, Nottingham, NG80 1ZZ.
    Telephone: 0344 481 8197* from Monday to Friday, 9am to 5pm

    *Charges for calling 03 numbers are the same as for calls made to standard UK landline phone numbers starting 01 or 02. If your landline or mobile phone package means you can call an 01 or 02 number as part of ‘free’ inclusive minutes, the same will apply to calling our 03 number.

ADDITIONAL TERMS AND CONDITIONS SCHEDULE 2B

Experian Vehicle Data Service Customer Terms and Conditions – (i) Insurance Customers using the Experian Vehicle Data Return for the purposes of managing vehicle insurance claims only, and (ii) OEM Customers and FLC Customers using the Experian Vehicle Data Return in connection with the appraisal of vehicles which consumers are proposing to part-exchange as part of a potential transaction

Experian Limited (“Experian”) has entered into a partnership with Auto Trader to provide the underlying data which populates Vehicle Check/Auto Trader Connect: Vehicle Check. As part of this partnership, Experian requires Auto Trader customers using Vehicle Check/Auto Trader Connect: Vehicle Check to agree to and accept the Experian Vehicle Data Service Customer Terms and Conditions set out below which applies to the respective customer category (“Experian Terms”) prior to using Vehicle Check/Auto Trader Connect: Vehicle Check. Customers should therefore read the Experian Terms carefully, as by using Vehicle Check/Auto Trader Connect: Vehicle Check, customers are accepting the Experian Terms and entering into a binding legal contract with Experian directly on the terms of the Experian Terms.

As part of the partnership between Auto Trader and Experian, Experian shall provide a data guarantee to certain customers subject to and in accordance with the Experian Terms. It is a condition of the provision of the data guarantee that customers comply with the Experian Terms. The data guarantee detailed in the Experian Terms is provided directly by Experian (not Auto Trader) to customers on the terms of the Experian Terms. Any enforcement of such data guarantee by a customer must be undertaken directly against Experian on the basis of the Experian Terms and Auto Trader shall have no liability to any customer in respect of the data guarantee.

To enable Experian to verify any customer claims in respect of the data guarantee referred to above, Auto Trader is required to disclose to Experian relevant information confirming the relevant customer’s identity for the purposes of such verification. On the basis that a customer will benefit from such disclosure of relevant information, and to enable Auto Trader to ensure any data guarantee claim is properly verified, Auto Trader will disclose such relevant information to Experian upon request for the purpose of verification of any customer claims in respect of the data guarantee only, and Auto Trader shall procure that Experian complies with all applicable law in respect of the processing and storage of such information. If any customer does not wish such relevant information to be disclosed for such purposes it should inform its relevant Auto Trader Account Manager accordingly, but any such customer understands and accepts that by doing so it may prejudice the validity of the data guarantee provided by Experian.

Experian reserves the right to amend the Experian Terms to reduce the maximum Limit of Protection (as defined in the Experian Terms) for the data guarantee from £18,000 to £12,000 only if certain criteria are met (such criteria as have been agreed with Auto Trader). However, the Experian Terms shall be amended to reflect such reduced maximum Limit of Protection at least 30 days prior to such reduced maximum Limit of Protection taking effect.

The data guarantee referred to above expressly excludes any claims in respect of Supplemental Data as defined in the Experian Terms below. This means that the data guarantee does not apply to data contained within data returned via Vehicle Check/Auto Trader Connect: Vehicle Check which is not originally sourced by Experian.

  1. Definitions

    Some words and phrases used in these conditions have special meanings. These meanings are set out below.

    1. “Access Channels” means the Integrator’s application programming interface (API) and the Integrator’s websites at www.dealerportal.autotrader.co.uk and www.autotrader.co.uk or another website through which we deliver the Services.
    2. “Agreement” means these Conditions including any Schedules and Appendixes that accompany the Conditions and the Application Form (if any).
    3. “Application Form” means, if applicable, the application form you completed via the Access Channels to apply for the Services.
    4. “Client Data” means data and information owned by you and provided to us in connection with the Services.
    5. “Commencement Date” means the date on which you first use the Services, unless agreed otherwise in writing between us.
    6. “Conditions” means these terms and conditions.
    7. “Data Guarantee” means the guarantee provided to you by us in accordance with Clause 8 of these Conditions in relation to Losses incurred by you as a result of Data Issues in the Information.
    8. “Data Issue” means any inaccuracy in the Information as specified in Clause 8(e) of these Terms and Conditions.
    9. “Export” means where DVLA records show that a vehicle had been exported outside the United Kingdom (including to another European Union country) at the time the Service was provided.
    10. “Import” means a vehicle has been used outside of the European Union before its first registration with the DVLA.
    11. “Information” means all data, information, reports and other materials of whatever nature provided to you or used by us as part of or in connection with the Services.
    12. “Integrator” means Auto Trader Limited (ATL) through whom, you access the Services.
    13. “Limit of Protection” has the meaning set out in Clause 8(e) of these Conditions.
    14. “Losses” has the meaning set out in Clause 8(e) of these Conditions.
    15. “Market Value” means the average trade value for a vehicle of the same type, age and mileage in average condition calculated in accordance with Glass’s Car Trade Guide (published by Glass’s Information Services Limited) at the date the claim is notified to us.
    16. “Services” means our automotive data services (also referred to as “Experian Vehicle Data Service(s)” which are made available to You via the Access Channels as follows (and which does not include the Supplemental Data):
      • Vehicle registration details - comprising of make, model, colour and other high level registration information, collated from the Driver & Vehicle Licensing Agency (DVLA), the Society of Motor Manufacturers & Traders (SMMT) and the Motorcycle Industry Association (MCIA).
      • Finance markers - comprising of secured finance details as recorded with Experian.
      • High Risk markers - as recorded by motor retailers and vehicle lenders, in relation to an interest in a given vehicle.
      • Import, export or scrapped marker - as recorded with the DVLA.
      • Mileage history - based on a collation of mileage information, sourced from the DVLA, National Association of Motor Auctions (NAMA), Retail Motor Industry Federation (RMIF), Epyx and other providers to Experian.
      • Stolen markers - as recorded by the Police National Computer (PNC)
      • Insurance total loss markers (write off) - as recorded by Motor Insurers Bureau (MIB) members on the centralised Motor Insurance Anti-Fraud & Theft Register (MIAFTR)
      • No. of previous keepers - as recorded by the DVLA.
      • Cherished plate transfers - as recorded by the DVLA.
      • Previous colour changes - as recorded by the DVLA.
      • Search history - based on known searches of a given vehicle, through Experian’s own products or services.
    17. “Specification” means the description of the Services as set out on the Access Channels.
    18. “Supplemental Data” means any third party data that is made available to You by the Integrator alongside the Services that is not part of the Services and is not provided to the Integrator by Us.
    19. “We”, “Us” or “Our” means Experian Limited (registered number 653331). Our registered office is at The Sir John Peace Building, Experian Way, NG2 Business Park, Nottingham NG80 1ZZ.
    20. “You”, “Your”, “the Client” means the person, firm or company to whom we have agreed to provide the Services.

    The headings used in these Conditions are for convenience only.

  2. The services

    1. We shall provide the Services to You using reasonable care and skill and in all material respects in accordance with the Specification.
    2. Your use of the Services is at all times subject to this Agreement.
    3. The Services are brought to You by Us (through the Integrator) but You agree that (provided that We remain responsible for the actions of our sub-contractors) We may sub-contract the Services or any element of the Services, and You acknowledge that the Integrator may request the Services on Your behalf

    We can at any time vary the nature of the Services or stop providing the Services or any part of the Services, due to circumstances beyond Our reasonable control. All amendments or variations to this Agreement (including the Charges) shall be published via the Access Channels and all amendments or variations shall apply to the provision of Services after the date on which such amendments or variations are published.

  3. Period and scope of agreement

    This Agreement shall commence on the Commencement Date and continue until terminated in accordance with this Agreement. The terms of this Agreement shall apply to all Services provided by Experian to You via the Access Channels.

  4. Payment

    Provided You pay the amount due to the Integrator for use of their services (which will comprise payment for the Services), We will not invoice You directly for the Services and will not take any action to recover any amounts from you.

  5. Use of the Services and Information

    1. Each party warrants that it has the full power and authority to enter into this Agreement.
    2. All intellectual property rights in any Client Data provided to us by You under this Agreement will remain vested in You.
    3. You grant Experian a perpetual, royalty free, non-exclusive, non-transferable licence to use (and copy) the Client Data in order to perform the Services and for other agreed purposes and in order for us to comply with any requests made to us under statute. All of the intellectual property rights (including copyright and database right) in the Information we provide to You in connection with the Services belongs to Us or our licensors. You will not own any of the Information or have any rights to own the information.
    4. You acknowledge that parts of the Information contain (among other things):
      • crown copyright data reproduced under licence from the controller of HMSO and the Vehicle Inspectorate; and
      • proprietary data belonging to Our licensors.
    5. You may only use the Information for the internal business purposes of Your business and no other purpose.
    6. You shall not:
      • sell, deal, transfer, or otherwise make available any of the Services to any third party or use the Services for the benefit of any third party;
      • reproduce, publish, distribute, sell, deal, transfer or otherwise make available any of the Information to any third party or use the Information for the benefit of any third party;
      • adapt, alter, modify or otherwise interfere with the Services and/or the Information;
      • create a database from the Information;
      • otherwise commercially exploit any of the Information;
      • copy interfere with or use in any unauthorised way, any digital certificate, web certificate or any other security device provided by us for use in connection with the Services;
      • remove or suppress any copyright notice or other proprietary markings contained within the Services or Information.
    7. You shall comply with Our reasonable written instructions and directions in relation to the use of the Services (including in relation to information security). You agree and acknowledge that if information supplied by Our licensors is made available to You as part of the Services, we can give Our licensors details of Your enquiry, Your identity and the Charges paid in respect of an enquiry. The rights granted by these conditions are personal to You. You cannot transfer or grant any of these rights to anyone else.
    8. You acknowledge that the Services may contain public sector information licensed under the Open Government Licence v2.0 https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3 (“Open Government Data”).
    9. To the extent that You receive Open Government Data, You agree that Experian shall not be liable for any loss You incur (and shall not be in breach of this Agreement) as a result of any act or omission of the provider of the Open Government Data (including any act or omission which renders the Open Government Data inaccurate, any failure or delay in delivery of the Open Government Data by its provider, any inability to access the system from which Open Government Data is supplied and/or any non-availability of such system).
  6. Confidentiality and Compliance

    1. Each party agrees that in connection with the provision or use of the Services (as appropriate), it will at all times comply with all applicable legislation, regulations, and other rules having equivalent force.
    2. Each party shall, in respect of the Confidential Information for which it is the recipient:
      • keep the Confidential Information strictly confidential and not use or disclose to any person any part of such Confidential Information except as required for the performance of the recipient's obligations under this Agreement;
      • take all reasonable steps to prevent unauthorised access to the Confidential Information;
    3. Each party may disclose Confidential Information where it is required to do so by law or by a court or governmental body with competent jurisdiction and the following provided that it shall procure that any party to whom it discloses Confidential Information shall observe the restrictions in this Clause 6:
      • employees and officers of the recipient who require it for the recipient to perform its obligations under this Agreement;
      • the recipient's auditors and professional advisors solely for the purposes of providing professional advice;
      • if We are the recipient, agents and sub-contractors of Experian involved in performing our obligations under this Agreement, and Experian group companies;
      • if We are the recipient the Information Commissioner's Office pursuant to any requirement to do so (whether legally binding or otherwise), and any person as permitted by any statutory provision.
    4. We may disclose information in accordance with Clause 5g above.
    5. You acknowledge that and agree that, without terminating or limiting Your obligations to Us relating to any other part of the Services, We shall be entitled to suspend, cancel or decline to provide any Services to the extent that in Our reasonable opinion, to provide the Services would be
      • in breach of any statutory provisions, regulations or codes of practice; or
      • not desirable or practicable by reason of any political, regulatory or public pressures; or
      • beyond Your entitlement to receive any Information which would otherwise be received as part of the Services.
  7. Warranties and Liability

    1. You understand and accept that the Services and Information may be based upon and comprise data provided to Us by third parties or which is otherwise publicly available. Accordingly, We give no warranty about the accuracy or fitness for any particular purpose of the Services and/or Information and/or any advice or opinion We give. We do however provide the Data Guarantee to You on the terms set out in Clause 8 below.
    2. You acknowledge and agree that the Services are not intended to be used as the sole basis for any business decision, and that We give no warranty as to the availability of the Services.
    3. The warranties expressly set out in this Agreement are the only warranties We give to You in respect of the subject matter of this Agreement. All warranties, representations or terms of equivalent effect which might be implied into this Agreement by law are excluded to the fullest extent permitted by law.
    4. Other than any Losses You are entitled to recover from us under the Data Guarantee, Our total liability to You in any year for all claims (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) relating to the Services and/or the Information is limited to the sum of £500.00.
    5. We shall not be liable (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) for:
      • any indirect or consequential loss.
      • the following types of financial loss; loss of profits; loss of earnings; loss of business or goodwill; business interruption; even if Experian had notice of the possibility of the Client incurring such losses.
      • the following types of anticipated or incidental losses; loss of anticipated savings; increase in bad debt; loss of sales or revenue; failure to reduce bad debt; reduction in the value of an asset; even If we had notice of the possibility of the you incurring such losses.
      • any losses that are incurred by You in connection with the use or provision of any Supplemental Data
    6. We do not exclude or limit our liability to you:
      1. for breach of Experian's obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
      2. for personal injury or death resulting from Experian's negligence or that of its employees, agents and/or sub-contractors;
      3. under section 2(3) Consumer Protection Act 1987;
      4. for any matter which it would be illegal for Us to exclude and/or limit, or attempt to exclude and/or limit, its liability; or
      5. for Our fraud or fraudulent misrepresentation,

      and nothing in this Agreement shall be construed as excluding or limiting such liability.

  8. Data Guarantee

    1. We shall provide the Data Guarantee to You to cover Losses You suffer up to the Limit of Protection for a period of 12 months from the date on which the Service was provided. For the avoidance of doubt, the Data Guarantee only provides coverage against Losses in relation to Data Issues in the Information provided to You in the Services and no other losses. The Data Guarantee does not apply to Supplemental Data.
    2. We shall only be liable for Losses arising from Data Issues in the Information relating to the provenance of a particular vehicle as part of the Services and shall not be liable for any Losses arising from a vehicle's physical condition, value or valuation, specification, fuel consumption or dimensions except as otherwise provided for in these Conditions.
    3. You warrant and represent to Us that any information provided to us:
      • in the course of the Services; and/or
      • when making a claim under the Data Guarantee, is accurate and complete.
    4. You shall immediately disclose to Us any fact which we would expect to have notice of in accepting, assessing or paying a claim under the Data Guarantee.
    5. The losses which the Data Guarantee provides coverage against (“Losses”) are set out below:

      Data Issue Losses Limit of Protection
      1 At the time the Experian Vehicle Data Service was performed, the vehicle was subject to a finance agreement which was not shown in the results of the Experian Vehicle Data Service If You are unable to obtain good title to the vehicle as a result of the finance agreement not shown in the results of the Experian Vehicle Data Service, we shall make payment (up to the Limit of Protection) to the relevant lender under such finance agreement to enable You to obtain full title to the vehicle. The lower of (i) the Market Value of the vehicle at the time the claim is made under the Data Guarantee; or (ii) £18,000
    6. We shall only be liable to make payments to You under the Data Guarantee if the following conditions are met:
      • You are a sole trader, partnership or body corporate (but not an individual in their own capacity) who has utilised the Experian Vehicle Data Service (via the Integrator) and subsequently purchased the vehicle to which the Experian Vehicle Data Service related;
      • You have acted with professional diligence in managing insurance claims by your customers and in acquiring title to the vehicle , to be determined solely by us (acting reasonably). We will take into account all relevant information in deciding whether professional diligence has been applied. We may regard any of the following non exhaustive circumstances as indicative that you failed to act with professional diligence:
        • the insurance claim was processed with prior knowledge of the circumstances giving rise, or contributing to, the claim under the Data Guarantee;
        • You failed to confirm before the transfer of title that the vehicle identification number ("VIN") displayed in the results of the Service matched the vehicle registration certificate ("V5C") and the VIN displayed on the vehicle;
        • You failed to confirm that the vehicle registration mark ("VRM") and other details provided in the results of the Service were consistent with those of the vehicle;
        • You accepted title transfer of the vehicle despite the existence of information in the results of the Service which should have put You on notice that the vehicle should not acquired by you;
        • You failed to confirm that the identity of the current keeper of the vehicle was the same person as the current keeper recorded on the V5C and the claimant under the relevant insurance policy;
        • You failed to confirm the vehicle had a valid MOT certificate (where it was compulsory for the vehicle to have one); or
        • in respect of any finance referenced in the results of the Experian Vehicle Data Service, You have failed to contact the relevant finance company to verify the type and detail of finance referred to.
      • the Experian Vehicle Data Service was carried out prior to the transfer of title of the vehicle;
      • the vehicle title transfer took place in the ordinary course of your business and in the context of a claim under the relevant insurance policy in respect of the vehicle;
      • the vehicle does not have false VRM and/or VIN;
      • You have allowed Experian to inspect any vehicle in respect of which a claim is made under the Data Guarantee;
      • You have provided evidence of financial loss to Us in respect of the relevant Losses together with such other documentation as We may require, acting reasonably, to assess the claim; and
      • You have taken all reasonable precautions to avoid, and taken reasonable steps to mitigate, Losses which are or may be recoverable under the Data Guarantee.
    7. The Data Guarantee will not provide coverage against Losses in the following circumstances or for the following losses or expenses:
      • financial loss (whether arising from loss, destruction of or damage to the vehicle) occurring after the date of the Experian Vehicle Data Service other than as set out in Clause 8(e) above;
      • where the vehicle was purchased and/or you acquired title outside Great Britain or Northern Ireland;
      • legal fees or expenses;
      • You have provided incorrect or incomplete information to Us when requesting the Service, or when making a claim under the Data Guarantee;
      • losses in respect of vehicles other than those for which the Service is available, being a car, motorcycle or commercial vehicle;
      • where the vehicle is not registered with the DVLA in the United Kingdom when the Experian Vehicle Data is carried out, or where it bears a VRM with the prefix or suffix letter Q;
      • any issue arising or occurring prior to the vehicle's first registration with the DVLA;
      • You make a false or fraudulent claim under the Data Guarantee; and
      • where you have accepted title transfer of the vehicle despite any of the details provided by the seller of the vehicle failing to accord with the results of the Experian Vehicle Data Service.
    8. Any claim made under the Data Guarantee must be made using a claim form, which is available by writing to AutoCheck Claims Department, The Sir John Peace Building, Experian Way, NG2 Business Park, Nottingham, NG80 1ZZ or by telephoning 0870 333 8030.
  9. Co-operation and help

    At Your own cost, You must co-operate with Us and give Us the information and help We need to perform Our obligations in relation to the Services.

  10. Ending the contract

    1. Either party may terminate this Agreement immediately by serving written notice on the other party:
      • if the other party commits a material breach of an obligation under this Agreement which is not capable of remedy;
      • if the other party commits a material breach of an obligation under this Agreement which is not remedied within 28 days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination;
      • if the other party becomes insolvent.
    2. Termination of this Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party: which have accrued before termination; or which are intended to continue to have effect beyond termination. Your entitlement to use the Information shall (unless such entitlement is stated to be perpetual) cease on termination of this Agreement.
  11. Events beyond our control

    Neither party shall be liable for events beyond its reasonable control.

  12. Entire agreement, variation and waiver

    1. This Agreement forms the whole agreement between the parties, and takes the place of all previous negotiations, understandings and representations in relation to the same subject matter as this Agreement. Neither of the parties shall be bound by, or liable to the other party for, any representation, promise or inducement (other than fraudulent misrepresentations) made by it or by any agent or person on its behalf which is not expressly contained in this Agreement.
    2. These conditions may be changed by Us at any time by Us giving You notice of the changes to these conditions. If We do not hear from you within 30 days of the date of such notice, We will deem that to be Your acceptance of the updated conditions. If You do not agree to the changes, You must notify Us within 30 days of the date of the notice, and You shall be entitled to terminate with immediate effect.

    Except as specified in 12b above if either party fails to exercise any right or solution available under these conditions, any failure or delay will not prevent either party from relying on those rights or solutions in the future.

  13. Integrators and Third Party Rights

    1. You shall access or use the Services via the Integrator.
    2. Subject to Clause 7f above, We shall not in any event be liable for any issues or problems arising from the provision of the Services where such issues or problems are a direct result of the acts or omissions of the Integrator.
  14. Third Party Rights

    Persons who are not a party to this Agreement shall not have any rights under this Agreement.

  15. Removing conditions

    If a court of law finds any part of this Agreement to be invalid, it will be deleted and the rest of this Agreement shall remain to be in full force.

  16. Law

    This Agreement is governed by English law. Both parties agree that the courts of England will have the exclusive power to settle any dispute that may arise out of, under, or in connection with this Agreement.

  17. Notices

    1. All notices must be in writing and sent by first-class post or fax. If We write to You, We will use the address, fax number or e-mail set out in the Application Form. You can write to Us at our registered office address.
    2. All notices are considered to have been received:
      • 48 hours after being posted if posted to the correct address; or
      • one hour after being sent if sent by fax within normal working hours
      • Notices sent by email will not be accepted.
  18. Special Terms: Vehicle Mileage Check Service

    This section is only applicable to You if the Services that we provide to You include the Vehicle Mileage Check Service ("VMC Service").

    You acknowledge and agree that the VMC Service can only comment on the vehicle(s) on which the VMC Service is conducted.

    You acknowledge and agree that it shall at all times remain responsible for ensuring that its vehicle due diligence policies and practices are compliant with all applicable laws.

    If You are a VMC Member, we recommend that you adhere to the procedures shown in the due diligence policy document known as Vehicle Mileage Check User Guide ("VMC User Guide"), a copy of which shall be available on request. However, You acknowledge and agree that the VMC User Guide is not intended to replace Your own vehicle due diligence policies and practices.

  19. Complaints

    If You wish to make a complaint regarding the Services, please contact Us as follows:

    Email: complaints@uk.experian.com
    Post: Customer Relations, Experian Limited, The Sir John Peace Building, Experian Way, NG2 Business Park, Nottingham, NG80 1ZZ.
    Telephone: 0344 481 8197* from Monday to Friday, 9am to 5pm

    *Charges for calling 03 numbers are the same as for calls made to standard UK landline phone numbers starting 01 or 02. If your landline or mobile phone package means you can call an 01 or 02 number as part of ‘free’ inclusive minutes, the same will apply to calling our 03 number.

ADDITIONAL TERMS AND CONDITIONS SCHEDULE 2C

Experian Limited (“Experian”) has entered into a partnership with Auto Trader to provide the underlying data which populates Vehicle Check/Auto Trader Connect: Vehicle Check. As part of this partnership, Experian requires customers using Vehicle Check/Auto Trader Connect: Vehicle Check to agree to and accept the Experian Vehicle Data Service Customer Terms and Conditions set out below which applies to your customer category (“Experian Terms”) prior to using Vehicle Check/Auto Trader Connect: Vehicle Check. Customers should therefore read the Experian Terms carefully, as by using Vehicle Check/Auto Trader Connect: Vehicle Check, Advertisers are accepting the Experian Terms and entering into a binding legal contract with Experian directly on the terms of the Experian Terms.

  1. Definitions

    Some words and phrases used in these conditions have special meanings. These meanings are set out below.

    1. “Access Channels” means the Integrator’s application programming interface (API) and the Integrator’s websites at www.dealerportal.autotrader.co.uk and www.autotrader.co.uk or another website through which we deliver the Services.
    2. “Agreement” means these Conditions including any Schedules and Appendixes that accompany the Conditions and the Application Form (if any).
    3. “Application Form” means, if applicable, the application form you completed via the Access Channels to apply for the Services.
    4. “Client Data” means data and information owned by you and provided to us in connection with the Services.
    5. “Commencement Date” means the date on which you first use the Services, unless agreed otherwise in writing between us.
    6. “Conditions” means these terms and conditions.
    7. “Export” means where DVLA records show that a vehicle had been exported outside the United Kingdom (including to another European Union country) at the time the Service was provided.
    8. “Import” means a vehicle has been used outside of the European Union before its first registration with the DVLA.
    9. “Information” means all data, information, reports and other materials of whatever nature provided to you or used by us as part of or in connection with the Services.
    10. “Integrator” means Auto Trader Limited (ATL) through whom, you access the Services.
    11. “Services” means our automotive data services (also referred to as “Experian Vehicle Data Service(s)” which are made available to You via the Access Channels as follows (and which does not include the Supplemental Data):
      • Vehicle registration details - comprising of make, model, colour and other high level registration information, collated from the Driver & Vehicle Licensing Agency (DVLA), the Society of Motor Manufacturers & Traders (SMMT) and the Motorcycle Industry Association (MCIA).
      • Finance markers - comprising of secured finance details as recorded with Experian.
      • High Risk markers - as recorded by motor retailers and vehicle lenders, in relation to an interest in a given vehicle.
      • Import, export or scrapped marker - as recorded with the DVLA.
      • Mileage history - based on a collation of mileage information, sourced from the DVLA, National Association of Motor Auctions (NAMA), Retail Motor Industry Federation (RMIF), Epyx and other providers to Experian.
      • Stolen markers - as recorded by the Police National Computer (PNC)
      • Insurance total loss markers (write off) - as recorded by Motor Insurers Bureau (MIB) members on the centralised Motor Insurance Anti-Fraud & Theft Register (MIAFTR)
      • No. of previous keepers - as recorded by the DVLA.
      • Cherished plate transfers - as recorded by the DVLA.
      • Previous colour changes - as recorded by the DVLA.
      • Search history - based on known searches of a given vehicle, through Experian’s own products or services.
    12. “Specification” means the description of the Services as set out on the Access Channels.
    13. “Supplemental Data” means any third party data that is made available to You by the Integrator alongside the Services that is not part of the Services and is not provided to the Integrator by Us.
    14. “We”, “Us” or “Our” means Experian Limited (registered number 653331). Our registered office is at The Sir John Peace Building, Experian Way, NG2 Business Park, Nottingham NG80 1ZZ.
    15. “You”, “the Client” means the person, firm or company to whom we have agreed to provide the Services.

    The headings used in these Conditions are for convenience only.

  2. The services

    1. We shall provide the Services to You using reasonable care and skill and in all material respects in accordance with the Specification.
    2. Your use of the Services is at all times subject to this Agreement.
    3. The Services are brought to You by Us (through the Integrator) but You agree that (provided that We remain responsible for the actions of our sub-contractors) We may sub-contract the Services or any element of the Services, and You acknowledge that the Integrator may request the Services on Your behalf

    We can at any time vary the nature of the Services or stop providing the Services or any part of the Services, due to circumstances beyond Our reasonable control. All amendments or variations to this Agreement (including the Charges) shall be published via the Access Channels and all amendments or variations shall apply to the provision of Services after the date on which such amendments or variations are published.

  3. Period and scope of agreement

    This Agreement shall commence on the Commencement Date and continue until terminated in accordance with this Agreement. The terms of this Agreement shall apply to all Services provided by Experian to You via the Access Channels.

  4. Payment

    Provided You pay the amount due to the Integrator for use of their services (which will comprise payment for the Services), We will not invoice You directly for the Services and will not take any action to recover any amounts from you.

  5. Use of the Services and Information

    1. Each party warrants that it has the full power and authority to enter into this Agreement.
    2. All intellectual property rights in any Client Data provided to us by You under this Agreement will remain vested in You.
    3. You grant Experian a perpetual, royalty free, non-exclusive, non-transferable licence to use (and copy) the Client Data in order to perform the Services and for other agreed purposes and in order for us to comply with any requests made to us under statute. All of the intellectual property rights (including copyright and database right) in the Information we provide to You in connection with the Services belongs to Us or our licensors. You will not own any of the Information or have any rights to own the information.
    4. You acknowledge that parts of the Information contain (among other things):
      • crown copyright data reproduced under licence from the controller of HMSO and the Vehicle Inspectorate; and
      • proprietary data belonging to Our licensors.
    5. You may only use the Information for the internal business purposes of Your business and no other purpose.
    6. You shall not:
      • sell, deal, transfer, or otherwise make available any of the Services to any third party or use the Services for the benefit of any third party;
      • reproduce, publish, distribute, sell, deal, transfer or otherwise make available any of the Information to any third party or use the Information for the benefit of any third party;
      • adapt, alter, modify or otherwise interfere with the Services and/or the Information;
      • create a database from the Information;
      • otherwise commercially exploit any of the Information;
      • copy interfere with or use in any unauthorised way, any digital certificate, web certificate or any other security device provided by us for use in connection with the Services;
      • remove or suppress any copyright notice or other proprietary markings contained within the Services or Information.
    7. You shall comply with Our reasonable written instructions and directions in relation to the use of the Services (including in relation to information security). You agree and acknowledge that if information supplied by Our licensors is made available to You as part of the Services, we can give Our licensors details of Your enquiry, Your identity and the Charges paid in respect of an enquiry. The rights granted by these conditions are personal to You. You cannot transfer or grant any of these rights to anyone else.
    8. You acknowledge that the Services may contain public sector information licensed under the Open Government Licence v2.0 https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3 (“Open Government Data”).
    9. To the extent that You receive Open Government Data, You agree that Experian shall not be liable for any loss You incur (and shall not be in breach of this Agreement) as a result of any act or omission of the provider of the Open Government Data (including any act or omission which renders the Open Government Data inaccurate, any failure or delay in delivery of the Open Government Data by its provider, any inability to access the system from which Open Government Data is supplied and/or any non-availability of such system).
  6. Confidentiality and Compliance

    1. Each party agrees that in connection with the provision or use of the Services (as appropriate), it will at all times comply with all applicable legislation, regulations, and other rules having equivalent force.
    2. Each party shall, in respect of the Confidential Information for which it is the recipient:
      • keep the Confidential Information strictly confidential and not use or disclose to any person any part of such Confidential Information except as required for the performance of the recipient's obligations under this Agreement;
      • take all reasonable steps to prevent unauthorised access to the Confidential Information;
    3. Each party may disclose Confidential Information where it is required to do so by law or by a court or governmental body with competent jurisdiction and the following provided that it shall procure that any party to whom it discloses Confidential Information shall observe the restrictions in this Clause 6:
      • employees and officers of the recipient who require it for the recipient to perform its obligations under this Agreement;
      • the recipient's auditors and professional advisors solely for the purposes of providing professional advice;
      • if We are the recipient, agents and sub-contractors of Experian involved in performing our obligations under this Agreement, and Experian group companies;
      • if We are the recipient the Information Commissioner's Office pursuant to any requirement to do so (whether legally binding or otherwise), and any person as permitted by any statutory provision.
    4. We may disclose information in accordance with Clause 5g above.
    5. You acknowledge that and agree that, without terminating or limiting Your obligations to Us relating to any other part of the Services, We shall be entitled to suspend, cancel or decline to provide any Services to the extent that in Our reasonable opinion, to provide the Services would be
      • in breach of any statutory provisions, regulations or codes of practice; or
      • not desirable or practicable by reason of any political, regulatory or public pressures; or
      • beyond Your entitlement to receive any Information which would otherwise be received as part of the Services.
  7. Warranties and Liability

    1. You understand and accept that the Services and Information may be based upon and comprise data provided to Us by third parties or which is otherwise publicly available. Accordingly, We give no warranty about the accuracy or fitness for any particular purpose of the Services and/or Information and/or any advice or opinion We give. We do however provide the Data Guarantee to You on the terms set out in Clause 8 below.
    2. You acknowledge and agree that the Services are not intended to be used as the sole basis for any business decision, and that We give no warranty as to the availability of the Services.
    3. The warranties expressly set out in this Agreement are the only warranties We give to You in respect of the subject matter of this Agreement. All warranties, representations or terms of equivalent effect which might be implied into this Agreement by law are excluded to the fullest extent permitted by law.
    4. Other than any Losses You are entitled to recover from us under the Data Guarantee, Our total liability to You in any year for all claims (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) relating to the Services and/or the Information is limited to the sum of £500.00.
    5. We shall not be liable (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) for:
      • any indirect or consequential loss.
      • the following types of financial loss; loss of profits; loss of earnings; loss of business or goodwill; business interruption; even if Experian had notice of the possibility of the Client incurring such losses.
      • the following types of anticipated or incidental losses; loss of anticipated savings; increase in bad debt; loss of sales or revenue; failure to reduce bad debt; reduction in the value of an asset; even If we had notice of the possibility of the you incurring such losses.
      • any losses that are incurred by You in connection with the use or provision of any Supplemental Data
    6. We do not exclude or limit our liability to you:
      1. for breach of Experian's obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
      2. for personal injury or death resulting from Experian's negligence or that of its employees, agents and/or sub-contractors;
      3. under section 2(3) Consumer Protection Act 1987;
      4. for any matter which it would be illegal for Us to exclude and/or limit, or attempt to exclude and/or limit, its liability; or
      5. for Our fraud or fraudulent misrepresentation,

      and nothing in this Agreement shall be construed as excluding or limiting such liability.

  8. Co-operation and help

    At Your own cost, You must co-operate with Us and give Us the information and help We need to perform Our obligations in relation to the Services.

  9. Ending the contract

    1. Either party may terminate this Agreement immediately by serving written notice on the other party:
      • if the other party commits a material breach of an obligation under this Agreement which is not capable of remedy;
      • if the other party commits a material breach of an obligation under this Agreement which is not remedied within 28 days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination;
      • if the other party becomes insolvent.
    2. Termination of this Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party: which have accrued before termination; or which are intended to continue to have effect beyond termination. Your entitlement to use the Information shall (unless such entitlement is stated to be perpetual) cease on termination of this Agreement.
  10. Events beyond our control

    Neither party shall be liable for events beyond its reasonable control.

  11. Entire agreement, variation and waiver

    1. This Agreement forms the whole agreement between the parties, and takes the place of all previous negotiations, understandings and representations in relation to the same subject matter as this Agreement. Neither of the parties shall be bound by, or liable to the other party for, any representation, promise or inducement (other than fraudulent misrepresentations) made by it or by any agent or person on its behalf which is not expressly contained in this Agreement.
    2. These conditions may be changed by Us at any time by Us giving You notice of the changes to these conditions. If We do not hear from you within 30 days of the date of such notice, We will deem that to be Your acceptance of the updated conditions. If You do not agree to the changes, You must notify Us within 30 days of the date of the notice, and You shall be entitled to terminate with immediate effect.

    Except as specified in 11b above if either party fails to exercise any right or solution available under these conditions, any failure or delay will not prevent either party from relying on those rights or solutions in the future.

  12. Integrators and Third Party Rights

    1. You shall access or use the Services via the Integrator.
    2. Subject to Clause 7f above, We shall not in any event be liable for any issues or problems arising from the provision of the Services where such issues or problems are a direct result of the acts or omissions of the Integrator.
  13. Third Party Rights

    Persons who are not a party to this Agreement shall not have any rights under this Agreement.

  14. Removing conditions

    If a court of law finds any part of this Agreement to be invalid, it will be deleted and the rest of this Agreement shall remain to be in full force.

  15. Law

    This Agreement is governed by English law. Both parties agree that the courts of England will have the exclusive power to settle any dispute that may arise out of, under, or in connection with this Agreement.

  16. Notices

    1. All notices must be in writing and sent by first-class post or fax. If We write to You, We will use the address, fax number or e-mail set out in the Application Form. You can write to Us at our registered office address.
    2. All notices are considered to have been received:
      • 48 hours after being posted if posted to the correct address; or
      • one hour after being sent if sent by fax within normal working hours
      • Notices sent by email will not be accepted.
  17. Special Terms: Vehicle Mileage Check Service

    This section is only applicable to You if the Services that we provide to You include the Vehicle Mileage Check Service ("VMC Service").

    You acknowledge and agree that the VMC Service can only comment on the vehicle(s) on which the VMC Service is conducted.

    You acknowledge and agree that it shall at all times remain responsible for ensuring that its vehicle due diligence policies and practices are compliant with all applicable laws.

    If You are a VMC Member, we recommend that you adhere to the procedures shown in the due diligence policy document known as Vehicle Mileage Check User Guide ("VMC User Guide"), a copy of which shall be available on request. However, You acknowledge and agree that the VMC User Guide is not intended to replace Your own vehicle due diligence policies and practices.

  18. Complaints

    If You wish to make a complaint regarding the Services, please contact Us as follows:

    Email: complaints@uk.experian.com
    Post: Customer Relations, Experian Limited, The Sir John Peace Building, Experian Way, NG2 Business Park, Nottingham, NG80 1ZZ.
    Telephone: 0344 481 8197* from Monday to Friday, 9am to 5pm

    *Charges for calling 03 numbers are the same as for calls made to standard UK landline phone numbers starting 01 or 02. If your landline or mobile phone package means you can call an 01 or 02 number as part of ‘free’ inclusive minutes, the same will apply to calling our 03 number.