Advertising Terms and Conditions
Please read these Conditions carefully as they govern the provision of advertising products by Autocoincars to you. Autocoincars may modify these Conditions from time to time and you should, therefore, ensure that you review these Conditions regularly.
Your attention is drawn to Clause 11 (Liability and Indemnity).
- DEFINITIONS AND INTERPRETATION
- In these Conditions, unless the context otherwise requires, the following terms have the following meanings:
“Additional Products” means any products purchased by an Advertiser in addition to those included within the Package;
“Advert” or “Advertisement” means any copy, artwork, text, data, photographs, slides and/or video clips advertising a vehicle that is to be published on the Autocoincars Platforms;
“Advertiser” means the person, firm or company who enters the Advertising Agreement with Autocoincars;
“Advertising Agreement” means the agreement between Autocoincars and the Advertiser for the purchase and supply of Products incorporating these Conditions and all relevant Business Rules, both of which as may be amended from time to time;
“Advertising Guidelines” means the guidelines imposed by Autocoincars which all Adverts must comply with as set out here.
“Auto Coin Cars” means AutoCoinCars Ltd (company no.11796186) whose registered office is 321 OFFICE 242, 321 - 323 HIGH ROAD, ROMFORD, RM6 6AX
“Auto Coin Cars” means the Autocoincars Website and all other Autocoincars platforms (including mobile and tablet);
“Autocoincars Website” means the website located at www.autocoincars.com;
“Business Rules” means any specific rules that relate to the Products as set out here;
“Charges” means the charges to be paid by the Advertiser for the Package and any Additional Products as set out in an Order Confirmation and/or Order Variation or otherwise as specified by Autocoincars;
“Conditions” means the Main Advertising Terms & Conditions as set out in this document;
“Data” means information regarding the Advertiser, the Stock Information and the Supplemental Information;
“Intellectual Property Rights” means all intellectual property rights wherever in the world arising whether registered or unregistered (including any application for registration), including without limitation, all copyright, trademarks, trade names, logo’s, patents, design rights, database rights and/or know how;
“Materials” means any copy, artwork, data, photographs, slides, video clips, information and/or other material provided or selected by the Advertiser for inclusion in an Advert or otherwise uploaded to the Portal.
“Order Confirmation” means the order communication sent by Autocoincars to the Advertiser confirming details of the Customer’s order;
“Order Variation” means the form detailing changes requested by the Advertiser to the Advertising Agreement to either add Additional Products and/or upgrade or downgrade their Package;
“Package” means the package of Autocoincars advertising products which the Advertiser subscribes to, the of which are provided by Autocoincars to the Advertiser, as may be amended from time to time by Autocoincars;
“Partner Website” means any third-party website or digital platform on which an Advert is to be placed as solely determined by Autocoincars;
“Portal” means the digital platform supplied by Autocoincars for Advertisers to manage their Adverts, stock and account;
“Products” means the advertising products or services supplied to the Advertiser by Autocoincars within a Package or standalone as Additional Products;
“Stock Information” means any data regarding the Advertiser’s stock of vehicles including but not limited to vehicle registration details, images, prices and sales information which is uploaded to the Portal or otherwise communicated or made available to Autocoincars;
“Supplemental Information” means information used by Auto coin cars to supplement and enhance the Stock Information, including verification, enhancement or amendment of the Stock Information;
- In these Conditions, references to the singular include plural and vice versa; references to numbered clauses are references to the relevant clause in these Conditions; the headings to the clauses will not affect interpretation; any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to writing includes emails.
- In the case of any conflict or ambiguity between any provision contained in these Conditions and any provision contained in an Order Confirmation, Order Variation and/or Business Rules, the following order of precedence shall apply in ascending order with Order Variation taking precedence at the top:
- Order Variation
- Order Confirmation
- Business Rules
- ADVERTISING AGREEMENT
- Each order for subscription to a Package and/or for Additional Products shall be deemed to be an offer by the Advertiser to subscribe to the Package and/or purchase Additional Products subject to these Conditions and any applicable Business Rules.
- Orders placed by the Advertiser shall only be deemed accepted by Autocoincars when Autocoincars sends an Order Confirmation or Order Variation (as applicable) to the Advertiser.
The Advertiser shall ensure that the terms of its order are complete and accurate. If changes are required, the Advertiser should inform Autocoincars as detailed on the Order Confirmation or Order Variation.
- Autocoincars shall be entitled to modify these Conditions from time to time and any modifications shall be effective immediately from the time they are notified to the Advertiser. Display of the modified Conditions in Portal shall be deemed to be notice to the Advertiser. The Advertiser agrees to review the Conditions regularly to ensure they are aware of any modifications.
- These Conditions and the applicable Business Rules govern the Advertising Agreement to the exclusion of any other terms and conditions (including any terms the Advertiser seeks to impose) unless expressly stated otherwise in writing by Auto Trader.
- The Advertiser will subscribe to a Package and any Additional Products as detailed in an Order Confirmation.
- In consideration of payment of the Charges by the Advertiser in accordance with clause 6, Autocoincars will provide the Products included in the relevant Package and any Additional Products (where relevant) to the Advertiser.
- Autocoincars will use reasonable endeavours to publish Adverts within 24 hours, although there may be reasons that delay the publication of the Adverts (e.g. additional checking). Publication of adverts on bank holidays or any other public holiday may take longer.
- Autocoincars will use all reasonable endeavours to remedy faults or errors on the Autocoincars Platforms. The Advertiser acknowledges and accepts that once a fault or error has been reported to AutoCoinCars it may take up to 48 hours for Autocoincars to investigate and rectify the problem.
- COPY, ARTWORK AND PHOTOGRAPHS
- Autocoincars may refuse to publish an Advert and/or, edit or require an Advert to be amended so as to comply with legal or moral obligations placed on either party; to avoid infringing third party rights, the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority and/or any relevant regulations or legislation; to respond to any complaints; to correct typographical errors or technical inaccuracies that may appear from time to time; and/or for any other technical and/or quality reasons.
- Autocoincars has the right, at its sole discretion, to remove from any Autocoincars Platform, at any time and for any reason, any Adverts which contain misleading information and do not comply with the Advertising Guidelines.
- Without prejudice to the generality of clause 4.2 above, it is the Advertiser’s sole responsibility to ensure that each Advertisement contains a clear statement of all material information relating to a vehicle’s history which may influence a consumer’s decision to purchase the vehicle. Such material information shall include whether, and to the extent, a vehicle has been previously used for business purposes (for example, previous fleet use), and whether a vehicle has been driven by multiple users. The Advertiser shall ensure that such information should be presented clearly and should not contradict the impression given to consumers by the rest of the Advertisement copy. The Advertiser shall be solely liable for any failure to include material information relating to a vehicle’s history within an Advertisement.
- Subject to Clause 4.11, the Advertiser shall be solely responsible for uploading any images (including photographs and video) and for checking the accuracy of any Advert for errors and amending copy.
- The Advertiser is solely responsible for correctly completing all mandatory data fields for each Advert and for submitting Material to Autocoincars in the correct format as specified and by any deadlines specified by Autocoincars. Autocoincars has no liability in respect of any Advert not appearing on the Autocoincars Platforms where the Advertiser has failed to submit Material in accordance with this clause.
- ADVERTISER’S OBLIGATIONS AND WARRANTIES
- The Advertiser shall keep safe and confidential all passwords, security identification, and/or encryption details relating to Portal and/or Auto Coin Cars Platforms and will follow all security instructions issued by Auto Trader from time to time. The Advertiser will promptly update their password details and notify Auto Trader if it believes that any password and/or other security information has been disclosed or is otherwise at risk. The Advertiser is responsible for the security of its account and shall notify the Auto Coin Cars of any authorised users and any changes to such users.
- The Advertiser will treat as confidential all information contained in or concerning the Autocoincars Platforms, Portal and/or any Products. The Advertiser will not disclose such information to any third party.
- The Advertiser warrants that:
- it is a motor/vehicle dealer or an advertising agency or other representative acting on behalf of a motor/vehicle dealer for the purposes of the Advertising Agreement and it has (or the relevant motor dealer it is acting on behalf of has) the right to offer for sale any vehicle advertised by it on the Autocoin Platforms;
- all Materials are complete, accurate, legal, non-defamatory, decent, honest and truthful and comply with the British Code of Advertising Practice, all other relevant codes under the general supervision of the Advertising Standards Authority and all current relevant legislation and the Advertising Guidelines;
- it shall comply with all current legislation, advertising codes and any other regulatory requirements, including without limitation the Consumer Rights Act 2015, Consumer Protection from Unfair Trading Regulations (in particular, with regard to the misrepresentation of the specification, history or previous usage of a vehicle) 2008 and The UK Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing and the Financial Conduct Authority’s Consumer Credit Sourcebook;
- the Advert will not contain any copy photographs or videos by which any living person is or can be identified.
- The Advertiser shall pay to Autocoincars the Charges on or before the agreed due date, which shall be 30 days from the date of invoice unless notified otherwise
- The Charges are exclusive of VAT which shall be payable by the Advertiser in addition.
- The Advertiser shall pay all sums due to Autocoincars under the Advertising Agreement without any set-off, deduction, counterclaim and/or other withholding of monies. The existence of a query on an individual item in an account shall not affect the due date of payment of the remaining balance in an account.
- If the Advertiser fails to make full payment by the due date, then all monies owing by the Advertiser to Autocoincars shall immediately become due and payable. Payment terms may vary if payment is made by Direct Debit and agreed in writing by Autocoincars..
- In the event the Direct Debit mandate is cancelled by the Advertiser or the Advertiser’s bank, Autocoincars reserves the right to suspend all Products immediately. If the mandate is not reinstated and payment of all outstanding amounts has not been made within 7 days of the cancellation, Autocoincars may continue to suspend the Products or terminate the Advertising Agreement immediately without notice. Autocoincars reserves the right to charge an administration fee, each month, for payments not made by Direct Debit.
- Unless Autocoincars authorises payment to be made by Direct Debit, payment must be sent to the address on the invoice and any payment sent by post shall be at the Advertiser’s sole risk.
- INTELLECTUAL PROPERTY RIGHTS
- The Advertiser grants Autocoincars a non-exclusive, irrevocable, perpetual, worldwide and royalty free licence to:-
- use, process, analyse, publish, reproduce and share the Data and Materials with third parties;
- create, use and publish any derivatives of the Data or the results of any analysis of the Data for any purpose, including within other products and to share the same with other customers of Autocoincars and third parties in both aggregated and non-aggregated form.
- The creation and analysis of Data may require the enhancement, filtering, amendment and/or alteration of the Stock Information which may require Autocoincars’s use or the incorporation of third party material used under licence by Autocoincars. Therefore, both Autocoincars and/or its licensors may acquire Intellectual Property Rights in the Data.
- Autocoincars has no liability or responsibility of any kind for the accuracy or content of any information or any other aspect of any third party website (including but not limited to Partner Websites) and the inclusion of hypertext links to such websites does not imply any endorsement of the material contained on such websites or of the owners.
- Autocoincars is permitted to reproduce and publish (or to permit the same) all or any part of any Adverts or any analysis derived from those Adverts (including without limitation the reproduction and publication of copy, artwork, videos and photographs and other materials) and to include and/or share them on the Autocoincars Platforms and Partner Websites and within other Autocoincars products and with other third party partners.
- CANCELLATION AND TERMINATION
- The Advertising Agreement shall continue in force unless or until terminated by either party in accordance with these Conditions.
- The Advertiser is solely responsible for ensuring that Autocoincars receives any notice of cancellation or termination or any other items sent to Autocoincars in connection with this Advertising Agreement. Receipt by Autocoincars will only be confirmed when Autocoincars sends written confirmation to the Advertiser.
- Upon receiving confirmation of an Advertiser’s intended termination of its Advertising Agreement pursuant to clause 10.2 above, Autocoincars reserves the right to issue a final invoice to the Advertiser for all outstanding amounts pursuant to the Advertising Agreement within 2 working days of the date such termination becomes effective
- LIABILITY AND INDEMNITY
- Autocoincars shall provide the Products with reasonable care and skill and in a professional and timely manner.
- From time to time, Autocoincars will need to carry out maintenance work on its equipment and systems and shall use its reasonable endeavors to ensure that, in doing so, reasonable notice is given and minimum disruption. However, the Advertiser acknowledges that Autocoincars cannot guarantee that the Autocoincars Platforms and/or the Portal will be continuously available. For the avoidance of doubts, no credits shall be offered to the Advertiser in respect of interruptions to the Autocoincars Platforms and/or the Portal arising as a result of maintenance work and/or due to circumstances outside of Autocoincars’s reasonable control.
In contract, tort (including without limitation negligence), statutory duty or otherwise arising out of or about the Advertising Agreement for:
- consequential, indirect or special loss or damage; or
- any loss of goodwill or reputation;
- loss of contracts, business and/or opportunity;
- loss of profits;
- loss of revenue or anticipated savings;
- business interruptions;
- loss of or corruption to data howsoever caused (including caused as a result of e-crime attacks by third parties) and/or
- any economic and/or other similar losses;
and in each case such liability is excluded whether it is foreseeable, known, foreseen or otherwise and whether such losses are direct, indirect, consequential or otherwise;
- for any loss or damage suffered by the Advertiser arising out of or about the incorporation by Autocoincars of any Manufacturer Advert pursuant to these Conditions; and
- Subject to clause 11.9 below, the total aggregate liability of Auto Trader in contract, tort (including without limitation negligence), statutory duty or otherwise (unless otherwise excluded), in respect of all claims arising under or in connection with the Advertising Agreement shall not exceed 125% of the monthly charge paid for the Package.
- Any warranties, terms or conditions of any kind whether express or implied, statutory or otherwise, including without limitation, implied terms of satisfactory quality or fitness for purpose, are hereby expressly excluded fully permitted by law.
- The Advertising Agreement contains the entire agreement and understanding between the parties and supersedes all prior agreements, arrangements, statements and understandings between the parties relating to the subject matter of the Advertising Agreement. Each party acknowledges that it has not entered the Advertising Agreement in reliance upon any representation not expressly set out in the Advertising Agreement and neither party shall be liable in respect of any representation made prior to and not contained in the Advertising Agreement. Nothing in these Conditions shall exclude or limit Auto Trader’s liability for fraudulent misrepresentation.
- The Advertising Agreement is personal to the Advertiser, and the Advertiser may not assign or transfer the Advertising Agreement without the prior written consent of Autocoincars. Autocoincars reserves the right to assign or subcontract the Advertising Agreement and any of its rights and obligations under the Advertising Agreement to a third party.
- Where two or more persons are named on the Advertising Agreement as the Advertiser, their liability shall be joint and several.
- Except as set out in these Conditions, no variation of the Advertising Agreement shall be binding unless agreed in writing and signed by an authorised representative of Autocoincars
- If any provision of the Advertising Agreement is found by any competent authority to be invalid, unlawful or otherwise unenforceable then such provision shall be severed from the remaining provisions in the Advertising Agreement which shall continue to be valid and enforceable fully permitted by law.
- The Advertising Agreement shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.