Display Advertising Terms & Conditions

Definitions and Interpretation

In these Conditions, unless the context otherwise requires, the following terms have the following meanings:
In these Conditions, any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Agreement

These Conditions and the Insertion Order (and Brand Partnership Services Agreement, if applicable) shall govern the Agreement to the exclusion of any other terms and conditions (including any terms or conditions which the Advertiser seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing), unless expressly stipulated otherwise by the Publisher in writing.
Each Insertion Order for Advertising Services sent via the Publisher’s online system or by any other means, shall be deemed to be an offer by the Advertiser to purchase Advertising Services subject to these Conditions. No order placed by the Advertiser shall be deemed to be accepted by the Publisher until the Publisher sends an order confirmation to the Advertiser.
The Advertiser shall ensure that the Insertion Order is complete and accurate and shall be liable for any error in the Insertion Order.
In the event of any conflict between the terms of these Conditions and the Insertion Order (or, if applicable, the Brand Partnership Agreement), the terms of the Insertion Order (or, if applicable, the Brand Partnership Agreement) shall take precedence.

Advertising Services

In consideration of payment of the Charges by the Advertiser, the Publisher will provide the Advertising Services to the Advertiser. Subject to clauses 3.2 and 3.3, where the Publisher fails to meet the Impression Count (as determined by the Publisher, unless otherwise agreed in writing by the parties) in the agreed timeframe (as detailed in the Insertion Order) then the parties will (acting in good faith) agree either to reduce the Charges accordingly or extend the campaign to give the Publisher more time to deliver the Impression Count (the latter will require the Publisher to produce a revised Insertion Order).
A discrepancy of up to 5% between the Impression Count of the Publisher and the Impression Count of the Advertiser is permitted. In the event of a party becoming aware of a discrepancy of more than 5%, the party shall notify the other party in writing and the parties agree in good faith to investigate the matter with a view to finding the cause of such discrepancy and to find a mutually agreeable solution to such discrepancy within 30 days from the date of the notice.
The Publisher cannot guarantee the physical number of impressions, conversions or clicks of the Advert nor that the placement, positioning or the timing or dates of delivery of the Advert to the Advertiser (if agreed) will be adhered to. Such decisions are at the Publisher’s discretion.
The Advertiser shall submit Materials for the Advert in a timely manner and ensure such Materials are received by the Publisher at least 5 days before the date specified in the Insertion Order as the ‘Go Live Date’. The Advertiser may be subject to additional charges for late submission of the Materials to the Publisher.
Any changes to the Advert requested by the Advertiser after the acceptance of the Insertion Order by the Publisher will be at the Publisher’s sole discretion and may be subject to the payment of additional charges.
1. confirmation from the Advertiser; or
2. the end of the 5th working day following the notification by the Publisher regarding modification carried out by the Publisher.
The Publisher reserves the right at any time (at the Publisher’s sole discretion and without liability to the Advertiser) to remove part or all of the Advert from the Auto Trader Website for whatever reason, whether live or otherwise, or make any alteration it considers necessary or desirable to the Advert and/or to require illustrations, artwork or copy to be amended by the Advertiser to meet the Publisher’s approval, for any reason.
1. vary the content, layout and format of the Auto Trader Website at any time, without notice to the Advertiser; and
2. freely place advertisements on the Auto Trader Website in respect of products and/or services which may compete with the Advertiser’s business.
The Publisher maintains an impartial editorial policy. Unless specifically agreed in writing, Advertisers and/or agents are never guaranteed an editorial mention or becoming a sponsor of any website operated and/or owned by the Publisher or another company within the Publisher’s group of companies.

ADVERTISER'S RESPONSIBILITIES

1. be accurate, complete and free from errors and shall be supplied in the format required by the Publisher;
2. comply with all relevant UK legislation, codes of practice and regulations that apply to the Materials and/or the Advertiser and comply with any other guidelines notified to the Advertiser by the Publisher from time to time;
3. not be defamatory or derogatory to any third party or be offensive;
4. be free from any Virus or corrupted data and will not cause an adverse effect on the operation of the Auto Trader Website; and not be prejudicial to the image of the Publisher or the Auto Trader Website.
1. it contracts with the Publisher as a principal (notwithstanding that the Advertiser may be acting as an advertising agent or in some other representative capacity) and it has the legal right to offer for sale any vehicle, product or service advertised by it in an Advert);
2. where the Advertiser is an advertising agency or other representative, it is authorised to enter into the Agreement;
3. it has obtained all necessary rights, consents, licences, clearances, and so on, in relation to the publication of the Advert;
4. the publication by the Publisher of any Materials, the Advert and/or the use by the Publisher of the Advertiser’s logo and trade marks in respect of the Advertising Services (and the Advertiser’s own website, if the Advert links to the website) will not infringe any third party Intellectual Property Rights or other rights;
5. in respect of any Material that contains any copy and/or photographs by which any living person is or can be identified, the Advertiser has obtained the necessary authority of such living person for the Publisher to make use of such copy under the Agreement and has complied in all respects with the Data Protection Legislation;
6. it is responsible for any payments due to third parties as a result of any publication of the Materials and the Advert; and
7. subject to clause 7, it will not collect or use for any purpose information relating to users of the Auto Trader Website and the Advertiser acknowledges that all user information, including the IP addresses of those viewing the Advert, shall at all times belong to the Publisher and not be monitored, harvested and/or supplied to third parties.
The Advertiser shall ensure that the Materials comply with the Publisher’s ad spec requirements (which can be found at https://www.autotrader.co.uk/partners/retailer/ad-spec ). The Publisher may refuse to publish, edit and/or require to be amended any Materials set out in the Advert which the Publisher deems not to comply with the Publisher’s requirements referred to above. In the event that the Publisher finds that any Materials do not comply with requirements referred to above, and as a result the Advert impacts on the functionality of the Website, the Publisher reserves the right (at the Publisher’s sole discretion and without liability to the Advertiser) to remove the Advert immediately and the Advertiser will compensate the Publisher for any loss the Publisher may have suffered as a result of such impact.
The Advertiser shall be solely responsible for checking the accuracy of any Advert for errors and for amending copy. Errors and omissions in Adverts are the sole and exclusive responsibility of the Advertiser and (once notified) the Publisher will act with reasonable speed to correct such error or omission.
The Advertiser shall report to the Publisher any suspected errors, omission and/or faults in an Advert and/or the Advertising Services as soon as the suspected errors, omissions and/or faults come to the Advertiser’s attention.

Intellectual Property Rights

The Advertiser acknowledges and agrees that all Intellectual Property Rights in any content and/or materials which the Publisher or its employees, contractors, agents and/or associated companies have created (including in respect of any Materials that have been in any way altered) during performance of the Advertising Services shall vest in the Publisher or its licensors (as appropriate). To the extent that any such Intellectual Property Rights are not automatically vested in the Publisher, the Advertiser hereby assigns to the Publisher all such rights.
1. any Materials (except those referred to in clause 5.1 above) which the Advertiser supplies to the Publisher, its employees, contractors, agents and/or associated companies; and
2. the Advertiser’s logo and trade marks,
The Advertiser acknowledges and agrees that nothing in the Agreement confers on the Advertiser any licence or right to use any trademarks, names or logos of the Publisher or its licensors except as expressly set out in the Agreement and that all Intellectual Property Rights in such trademarks, names and logos (including the trade mark “Auto Trader”) and in the Auto Trader Website together with all goodwill arising out of or in connection with these, belong to the Publisher and/or its licensors (as appropriate).
The Publisher has no liability or responsibility of any kind for the accuracy or content of any information or any other aspect of any third party websites and the inclusion of hypertext links to such websites from the Auto Trader Website does not imply any endorsement of the material contained on such websites or of the owners. Hypertext links to the Auto Trader Website on non-consumer facing sites only may be made without the need for the Publisher’s written consent, provided there is no express or implied endorsement or sponsorship of the Advertiser, its commercial entity or any other website by the Publisher. The Publisher may at any time and for any reason require the Advertiser to remove any hypertext links to the Auto Trader Website from any website controlled by the Advertiser.
The Publisher is hereby permitted to reproduce and publish (or to permit the same) all or any part of any Advert (including the reproduction and publication of copy, artwork and photographs and other materials) and to include them on the Auto Trader Website and/or on any other third party websites as agreed with the Advertiser to the extent necessary to provide the Advertising Services.

Charges and Payment

The Advertiser shall pay to the Publisher the Charges by its chosen Method of Payment on or before the agreed due date, which shall be 30 days from the date of invoice unless stated otherwise in the Insertion Order. Time for payment is of the essence. Unless otherwise agreed in the Insertion Order, the Publisher shall issue invoices at any time within seven days of the end of the month in respect of the provision of the Advertising Services in that month.
The Method of Payment by which the Charges will be paid by the Advertiser will be agreed between the parties and set out in the relevant Insertion Order.
In the event that the Advertiser’s Method of Payment is ‘Cost per Action’ the Advertiser will deliver to and share with the Publisher reasonable records detailing each agreed action between third parties and the Advertiser as a result of the Advertising Services and the Advertiser hereby gives the Publisher the right to audit the records at any time on giving 24 hours’ notice to the Advertiser.
The Charges are exclusive of VAT which shall be payable by the Advertiser in addition.
The Advertiser shall pay all sums due to the Publisher under the 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 any payment of undisputed amounts by the due date and the payment is not made within thirty (30) days after the notification by the Publisher of such non-payment, then all monies owing by the Advertiser to the Publisher under this Agreement shall immediately become due and payable.
1. charge the Advertiser interest on any unpaid sums (both before and after judgment) on a daily basis at the rate of 4% above the base lending rate of the National Westminster Bank Plc from time to time; and
2. suspend all Advertising Services (or any part of them) until such time as payment has been received in full (including any interest payable pursuant to clause 6.7(a) above).
The Publisher reserves the right to decide the amount of any credit extended to the Advertiser in its sole discretion and the Publisher shall be entitled to withdraw credit facilities from the Advertiser at any time.
The Publisher will under no circumstances be liable to refund all or any part of the Charges (including but not limited to any pre-payment) in the event of the suspension of the Advertising Services and/or cancellation or termination of the Agreement (for any reason).
Where the Advertiser is a recognised member of one or more of the following associations: NPA, NS, PPA, ITCA or IPA the Publisher may, at its sole discretion and by agreement with Advertiser, grant the Advertiser an agency discount, provided that, the Agreement has been complied with and all advertising copy provided by the Advertiser complies with the submission deadline and technical requirements of the Publisher.

Data Collection

The Advertiser shall not drop cookies on users’ computers or use pixels, web beacons or other data collecting technology (“Data Collection Technology”) for the purpose of displaying or providing advertising on the Auto Trader Website or tracking impressions and related data or any other purpose, without obtaining the Publisher’s prior written consent. The Publisher shall provide such consent at its complete discretion and only where the Advertiser provides any reasonable information requested by the Publisher regarding such Data Collection Technology and (where deemed necessary by the Publisher) agrees to enter into a separate data sharing / processing agreement in respect of the use of such Data Collection Technology.

Term and Termination

Unless terminated earlier in accordance with these Conditions, the Agreement shall continue in force for the period specified in the Insertion Order (or Brand Partnership Services Agreement, if applicable). If no such period is specified in the Insertion Order (or Brand Partnership Services Agreement, if applicable), the Agreement shall remain in force unless and until terminated in accordance with these Conditions.
Subject to clause 8.3 and 8.4 and any other minimum duration specified in the Insertion Order, the Advertiser shall be entitled to terminate the Agreement, cancel all or any Advertising Services by giving notice in accordance with this clause 8.2. The Advertiser shall give not less than 28 days’ notice in writing to the Publisher sent to the E-Commerce Manager at the address specified on the Insertion Order. Any notice must state the Advertiser’s account number and the exact Advertising Services being terminated. It is a condition of the Agreement that any attempt to terminate the Agreement verbally shall be ineffective.
The Advertiser is solely responsible for ensuring that the Publisher receives any notice of cancellation or termination or any other items sent to the Publisher in connection with the Agreement. For the avoidance of doubt, the Publisher shall not be responsible for any notices or items sent using the Royal Mail or otherwise not sent by recorded/registered post or by fax or email to the correct number/address and/or not clearly stating the Advertiser’s relevant account number.
If at any time the Advertiser cancels an Advert once it has been published, due to no fault of the Publisher, the Advertiser will still be accountable for the full Charges and shall not be entitled to any refunds, unless otherwise agreed by the Publisher in writing.
Termination of Account: In the event payment terms are breached by the Advertiser, the Publisher may serve a formal Notice of Termination of the account in writing, allowing the Advertiser 30 days to remedy any such breach if not remedied within 30 days of such notice being served, the Agreement shall automatically terminate.
1. commits a material breach of these Conditions (and, if the breach is capable of remedy), has not remedied the breach within 30 days of receiving notice requiring the breach to be remedied;
2. ceases, or threatens to cease, to carry on business; or
3. has any distress or execution is levied on its property or if the Advertiser has a receiver, administrator, administrative receiver or manager appointed over the whole or any part of its assets, becomes insolvent, compounds or makes any arrangement with its creditors, commits any act of bankruptcy, is wound up or goes into liquidation, or if the Advertiser suffers any analogous proceedings under foreign law.
Termination of the Agreement shall be without prejudice to any rights and obligations of each party accrued prior to termination.

Data Protection and Credit Reference Checks

Each of the Advertiser and the Publisher warrants to the other that it shall comply with the provisions of the Data Protection Act Legislation in so far as the Agreement relates to or involves the processing of Personal Data. Neither party shall through its acts or omissions place the other party in breach of the Data Protection Legislation.
The Advertiser acknowledges and agrees that in entering into the Agreement, the Publisher may (acting as data controller, as that term is defined in the Data Protection Legislation) collect certain Personal Data relating to the Advertiser and/or employees, consultants and/or contractors engaged by the Advertiser. This Personal Data can only be used for the purpose of providing Advertising Services pursuant to the Agreement and/or other purposes as the parties may agree.
The Publisher may disclose any information that it collects to other companies within the Auto Trader group only, to the extent necessary to provide Advertising Services under these Conditions and to fraud prevention agencies, the police, the Financial Services Authority and/or any other regulatory authorities.
The Advertiser acknowledges and agrees that in entering into the Agreement, the Publisher may carry out credit reference checks on the Advertiser. The Publisher reserves the right, at its sole discretion, to refuse to provide any services to the Advertiser, including any Advertising Services, if in the Publisher’s sole opinion any credit reference results are unsatisfactory.

Liability and Indemnity

1. experienced by the Advertiser or any third party while accessing the Auto Trader Website; and/or
2. which impact on any Advertising Service.
Where the Publisher is transferring Advertiser information to any third party in connection with any Advertising Service, the Publisher will use reasonable endeavours to transfer such information accurately and without corruption or errors.
From time to time, the Publisher will need to carry out regular maintenance work on its equipment and systems, and shall ensure that, in doing so, reasonable notice is given and minimum disruption to the Auto Trader Website is caused. However, the Advertiser acknowledges that the Publisher cannot guarantee that the Auto Trader Website will be continuously available online. For the avoidance of doubt, no credits shall be offered to the Advertiser in respect of interruptions to the Auto Trader Website arising as a result of such regular maintenance work.
1. consequential, indirect or special loss or damage; or
2. any loss of goodwill or reputation;
3. loss of contracts, business and/or opportunity;
4. loss of profits; and/or
5. loss of revenue or anticipated savings; 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.
Subject to clause 10.6 below, the total liability of either party in contract, tort (including negligence), statutory duty or otherwise (unless otherwise excluded), in respect of each event or series of connected events shall not exceed the Charges paid or to be paid by Advertiser under the Agreement in the week during which the event giving rise to the liability occurred.
1. either party may have for death or personal injury caused by its negligence, for fraudulent misrepresentation and/or for any other liability which it is not permitted to exclude by law; or
2. the Advertiser may have under the indemnity in clause 10.9.
Any warranties, terms or conditions of any kind whether express or implied, statutory or otherwise, including implied terms of satisfactory quality or fitness for purpose, are hereby expressly excluded to the fullest extent permitted by law.
1. any third party complaints or claims brought against the Publisher, and/or any regulatory action taken and/or fines issued against the Publisher, in respect of any Advert (excluding any portion altered or modified by Publisher);
2. any Materials supplied by the Advertiser in connection with the Advertising Services; and/or
3. any claim that the use of the Materials by the Publisher for the purpose of the Agreement and/or the publishing of the Advert infringes any third party Intellectual Property Rights or other third party rights.
Without prejudice to the liability of the Advertiser to pay the relevant Charges for the Agreement in full by the relevant due date, in the event of any error, misprint or omission in an Advert, the Publisher shall, subject to the agreement of the Advertiser, either amend the relevant part of the Advert or refund or adjust the Charges. No amendment, refund or adjustment to the Charges will be made where in the Publisher’s sole opinion the error, misprint or omission does not materially detract from the Advert or where it arises as a result of incorrect or inadequate information provided by the Advertiser.

Force Majeure

Neither party shall be liable to the other and/or be deemed to be in breach of the Agreement by reason of any delay in performing and/or any failure to perform its obligations under the Agreement if the delay and/or failure is due to any cause beyond its reasonable control (including but not limited to any act of God, lock out or other industrial action, governmental action or restriction, war, terrorism, fire, flood, infrastructure failure, power failure, strike or civil commotion) and time for performance of that obligation shall be extended accordingly.

General

The Agreement contains the entire agreement and understanding between the parties and supersedes any and all prior agreements, arrangements, statements and understandings between the parties relating to the subject matter of the Agreement. Each party acknowledges that it has not entered into the Agreement in reliance upon any representation not expressly set out in the Agreement and neither party shall be liable in respect of any representation made prior to and not contained in the Agreement. Nothing in these Conditions shall exclude or limit the Publisher's liability for fraudulent misrepresentation.
The Agreement is personal to each party, and each party may not assign or transfer the Agreement without the prior written consent of the other party.
Where two or more persons are named on the Agreement as the Advertiser, their liability shall be joint and several.
No variation of these Conditions or the Agreement shall be binding unless agreed in writing and signed by an authorised representative of the Publisher.
No waiver or indulgence by the Publisher shall be effective save in relation to the matter in respect of which it was specifically given.
If any provision of these Conditions or the Agreement is found by any competent authority to be invalid, unlawful or otherwise unenforceable then such provision shall be severed from the remaining Conditions or the Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.
Nothing in these Conditions or the Agreement shall confer any rights or benefits, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the Advertiser and the Publisher.
The Agreement, which incorporates these Conditions, 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.