Autotrader Connect

Advertiser Business Rules

Last updated: 1 November 2022

Please read these Rules carefully as they govern the payment of fees directly by you for the receipt of Data from the Autotrader Connect Products which are licensed to you by Autotrader Limited (“Autotrader”). Autotrader shall notify you of any changes to these Rules from time to time in accordance with the Main Advertising Terms & Conditions.

These Rules are provided subject to theMain Advertising Terms and Conditionswhich are incorporated into the Rules by reference.

Terms defined in theMain Advertising Terms and Conditionsshall have the same meaning in these Rules provided that, should a term be defined in both the Main Advertising Terms & Conditions and these Rules, the meaning of the term defined in these Rules shall have precedence in relation to the Rules.

If you have a direct agreement with Autotrader for Autotrader Connect Products, that agreement will apply to the licence by Autotrader to you of Autotrader Connect, in place of these Rules.

These Rules apply where a third party integrates with Autotrader to access the Autotrader Connect Products on your behalf, in order to allow you access to the Data.

1. Definitions

   1. In these Rules, unless the context otherwise requires, the following terms have the following meanings:

      "Autotrader Connect" means Autotrader's application programming interface licensed by Autotrader to the Integrator System Provider, the Autotrader Connect Licence Agreement, which is used to allow the Advertiser access the Autotrader Connect Products and Data;

      "Autotrader Connect Licence Agreement" means a contract direct between the Integrator System Provider and Autotrader, under which the Integrator System Provider agrees to facilitate access to the Autotrader Connect Products and Data for the Advertiser (via the Integrator System);

      "Autotrader Connect Products" means the Autotrader Connect products/services to which the Integrator System Provider facilitates access to for some of its advertiser customers including the Advertiser, under an Auto Trader Connect Licence Agreement which may include some or all of the following: (a) Autotrader Connect: Retail Essentials (b) Autotrader Connect: Website Search, (c) Autotrader Connect: Retailer Strategy; (d) Autotrader Connect: Vehicle Check; (e) Autotrader Connect: Valuations;(f) Autotrader Connect: Retail Check; (g) Autotrader Connect: Co-Driver;

      "Autotrader Metrics" means any metrics data that is provided to the Advertiser via the Autotrader Connect Products, which shall include retail rating, days to sell, price adjusted days to sell, live market condition, supply, demand, price indicator, average mileage indicator data and Co-Driver Key Selling Points (as such list may be updated by Autotrader from time to time);

      "Branding Guidance" means Autotrader's branding guidance, as made available to the Advertiser by Autotrader;

      "Co-Driver Key Selling Points" means the functionality that is provided to the Advertiser as part of the AT Connect: Co-Driver Product, which automatically retrieves vehicle key selling points for a given vehicle;

      "Data" means any data that is provided or surfaced to the Advertiser via the Autotrader Connect Products;

      "DID" means Autotrader's internal dealer identification number;

      "Generated Advert Content" means content, in any format, which is generated, created or otherwise provided by Autotrader to the Advertiser as part of AT Connect: Co-Driver Product, for inclusion in the advertising of vehicles (including automatically generated vehicle descriptions), where the Advertiser has the ability to make changes to such content and authorise its use before it is included in the advertising;

      "Input Information" means the information provided by the Advertiser (including the VRM) which may be augmented by Autotrader to enable the provision of the Data in accordance with these Rules;

      "Integrator System" means the Integrator System Provider's stock management, data management, dealer management, consumer website, image software, vehicle record system or other similar application or system where the Data is stored, which may include (without limitation) dealer management system software, business intelligence reporting software; vehicle appraisal tools; and/or valuation applications on consumer facing retailer websites (where applicable).;

      "Integrator System Provider " means a customer of Auto Trader (being the third party nominated by the Advertiser as its integrator) who facilitates access to the Autotrader Connect Products and Data for the Advertiser via the Integrator System;

      “Licence” means the licence granted to the Advertiser by Auto Trader for use of the Data derived via the Autotrader Connect Products as more particularly described in clause 2 and any supplemental licence conditions pertaining to particular Data as notified by Autotrader from time to time (including, for the avoidance of doubt, the Vehicle Check Conditions, where applicable), and subject to any further terms set out in these Rules;

      "Licence Fees" means the fees due for the Licence to access the Autotrader Connect Products and Data and for the use of the services under the Autotrader Connect Licence Agreement, which the Advertiser will pay directly to Autotrader (where applicable) in accordance with these Rules;

      "Minimum Subscription Period" means: (i) where an Advertiser subscribes to the following Autotrader Connect Products: Autotrader Connect: Website Search, the minimum period for which the Advertiser must subscribe to that Autotrader Connect Product, shall be 90 days; and/or (ii) where the Advertiser subscribes to Autotrader Connect: Retail Strategy, the minimum period for which the Advertiser must subscribe to that Autotrader Connect Product, shall be 6 months;

      "Rules" means the terms and conditions set out in these Business Rules;

      "Term" has the meaning given in clause 7.1;

      "Territory" means the United Kingdom (comprising of England, Scotland, Wales and Northern Ireland) and the Republic of Ireland;

      "Valuation Data" means any valuation data that is provided to the Advertiser via the Autotrader Connect Products;

      "Vehicle Check Conditions" means the conditions at:https://www.autotrader.co.uk/partners/retailer/terms-and-conditions/vehicle-check, which also apply to these Rules where the Autotrader Connect Products include Autotrader Connect – Vehicle Check, as may be updated on notice by Autotrader from time to time; and

      "VRM" means the registration mark of a vehicle.

2. LICENCE AND USE OF THE DATA

   1. Pursuant to these Rules, Autotrader grants to the Advertiser the Licence, being a non-exclusive, non-transferable and revocable licence to access and use the Data for its own business purposes, for the Term and in respect of the Territory, subject to and in accordance with the terms of these Rules.
   2. The Licence is granted to the Advertiser in consideration of payment of the Licence Fees by the Advertiser, such Licence Fees to be paid directly by the Advertiser to Auto Trader in accordance with clause 5.
   3. Notwithstanding any other provision of these Rules, the Advertiser's use of the Data shall be limited to the display the Data and associated functionality within the Advertiser's own internal software interface only and the Advertiser shall not be permitted to export the Data in any other manner (such as by way of an application programming interface or data feeds) except as expressly permitted at clause 2.4.
   4. Subject to the remainder of this clause, the Advertiser shall only be permitted to export Data to third parties where such export is limited to only the elements of the Data which constitute the Advertiser's own stock advertising records. Valuations and/or Autotrader Metrics must not be shared with any third party for any purpose (with the exception of price indicator metrics and Co-Driver Key Selling Points, which may be exported to third parties but only on the Advertiser's stock records that are for advertising purposes, but not otherwise). The Advertiser shall not be permitted to export any other elements of the Data save as expressly permitted in this clause or specifically agreed in writing by Autotrader.
   5. The Advertiser shall not:
      1. use or allow use of the Data other than expressly set out in these Rules;
      2. use or allow the use of the Autotrader Metrics via any consumer facing website or application (or other consumer facing platform) of the Advertiser, with the exception of price indicator metrics and Co-Driver Key Selling Points (but only as permitted by clause 2.4), average mileage indicator data and part exchange valuations data; or
      3. or commercialise (that is sell, rent, trade or lease) the Data or any part thereof or share Data with a third party not expressly permitted under these Rules or the Autotrader Connect Licence Agreement.
   6. The Advertiser acknowledges and agrees that where the Data is altered, edited, enhanced or supplemented by the Advertiser in whole or in part in any way whatsoever, it shall be deemed to be “Modified Data” and the following clauses shall apply:
      1. save as set out in clause 2.6.2, Modified Data shall be deemed to be Data for the purposes of these Rules, such that the terms of these Rules shall apply to such Modified Data, meaning that the Advertiser may not do anything with the Modified Data that is outside the scope permitted under the Licence (including selling, licensing or other commercialisation);
      2. and notwithstanding clause 2.6.1 above, Autotrader shall have no responsibility for such Modified Data and no liability to the Advertiser in respect of the use of such Modified Data by the Advertiser. The Advertiser must not represent to its customers that any Modified Data is Autotrader data.
   7. The Advertiser shall ensure that any display of the Data within its own internal software interface, in accordance with these Rules, is always accompanied at all times by appropriate branding and/or wording in accordance with the Branding Guidance. The Branding Guidance is subject to change (on Autotrader giving notice (including by email)) and the Advertiser will update any display of the Data (where applicable) in order to reflect any such change to the Branding Guidance without undue delay.
   8. Notwithstanding any other provision of these Rules, to the extent that the Advertiser is able to access any Autotrader data other than the Data, it agrees that it shall not view or use such data for any purpose and the Advertiser shall promptly inform Autotrader upon becoming aware of this.

   9. The Advertiser will promptly:

      1. report to Autotrader any errors in or corruption of the Data;
      2. inform Autotrader immediately in the event that it comes to the attention of the Advertiser that the Data misrepresents the details of the vehicles to which it purports to pertain or in the event of any suspicion of unlawful activities pertaining to the vehicles identified by the Data and/or any assertion of infringement of Intellectual Property Rights; and/or
      3. report to Autotrader in the event it becomes aware of a breach or potential breach in security relating to Autotrader Connect, the Integrator System, the Data, any personal data or any other Intellectual Property Rights or Confidential Information belonging to Autotrader and will implement any and all instructions issued by Auto Trader in order to reduce this risk, within a reasonable timeframe.

3. PRODUCT SPECIFIC TERMS

   1. Autotrader Connect: Retail Essentials and Autotrader Connect: Retail Check: Autotrader Connect: Retail Essentials and Autotrader Connect: Retail Check are Products which are automatically added to all advertiser agreements and packages. Notwithstanding anything to the contrary in the Main Advertising Terms & Conditions, Autotrader Connect: Retail Essentials and/or Autotrader Connect: Retail Check cannot be cancelled by an Advertiser or otherwise removed from an advertiser agreement or package by the Advertiser. For the avoidance of any doubt, where an Advertiser marks a vehicle as sold on any third party channel that Autotrader integrates with, the relevant vehicle Advert will automatically be removed from the Autotrader Platforms immediately.
   2. Autotrader Connect: Vehicle Check: If the Advertiser is receiving the Autotrader Connect: Vehicle Check Autotrader Connect Product pursuant to the Licence, the Advertiser acknowledges and agrees that it agrees to and has accepted the Vehicle Check Conditions.
   3. Autotrader Connect: Website Search: If the Advertiser is receiving the Autotrader Connect: Website Search Autotrader Connect Product pursuant to the Licence, Autotrader only acts as an intermediary to provide finance quotes against the Advertiser's vehicles in line with agreements made directly with third parties who are the source of that finance information. Autotrader is not responsible or liable for such finance data nor is Autotrader liable for errors or omissions in the finance data returned by Auto Trader Connect. Further, Autotrader is not responsible or liable in the event that finance details are returned for non FCA-authorised firms. Autotrader's written approval of the visual display of any data returned as part of the API Products: Auto Trader Connect: Retail Strategy and Response Metrics (as part of Autotrader Connect: Retail Essentials) within Advertiser's systems is obtained to ensure that the correct Autotrader branding and visuals are used; and
   4. Autotrader Connect: Retail Essentials: If the Advertiser is receiving the Autotrader Connect: Retail Essentials Autotrader Connect Product pursuant to the Licence, any taxonomy Data accessed via the Autotrader Connect: Retail Essentials should be used only in connection with vehicle identification, sourcing, creation and management of stock records, and/or advertising and for no other purpose.
   5. Autotrader Connect: Retail Check: If, and to the extent that, the Advertiser is receiving the Autotrader Connect: Retail Check Autotrader Connect Product pursuant to the Licence, the Advertiser shall be prohibited from displaying the Retail Rating metrics in a vehicle inventory listing format within the Integrator System. Autotrader Connect: Retail Check API Product is only to be used for individual vehicle appraisals in vehicle-level workflows within any Integrator System. The Advertiser is not permitted to use the Autotrader Connect: Retail Check API Product to create, derive or control business intelligence functions or logic for the purposes of automated pricing and/or forecourt-level vehicle appraisal and/or pricing strategies.
   6. Autotrader Connect: Co-Driver: If, and to the extent that, the Advertiser is receiving the Autotrader Connect: Co-Driver Product pursuant to the Licence, any Data accessed by the Advertiser via the Autotrader Connect: Co-Driver Product should only be used in connection with the creation and management of the Advertiser's stock records and/or advertising and for no other purpose. The Advertiser shall at all times comply with the Branding Guidance and, in particular, shall ensure that it presents Generated Advert Content (including generated vehicle descriptions) in a way that requires the Advertiser to take clear affirmative action to authorise the use of the Generated Advert Content in the advertising of its vehicles. Autotrader shall not be responsible or liable for the Advertiser's use of or reliance on the Generated Advert Content or for any errors or omissions in such Generated Advert Content returned by Autotrader Connect.
   7. Autotrader Connect: Website Search: If the Advertiser is receiving the Autotrader Connect: Website Search API Product pursuant to the Licence, Autotrader only acts as an intermediary to provide finance quotes against the Advertiser's vehicles in line with agreements made directly with third parties who are the source of that finance information. Autotrader is not responsible or liable for such finance data nor is Auto Trader liable for errors or omissions in the finance data returned by the API. Further, Autotrader is not responsible or liable in the event that finance details are returned for non FCA-authorised firms.
   8. Autotrader Connect: Retail Essentials (Taxonomy): If the Advertiser is receiving the taxonomy as part of the Autotrader Connect: Retail Essentials API Product pursuant to the Licence, any taxonomy Data accessed via the Autotrader Connect: Retail Essentials API Product should be used only in connection with the identification of vehicles for sourcing and creation and management of stock records and for no other purpose.

4. INTEGRATOR SYSTEM PROVIDER

   1. It is the Advertiser's responsibility to:

      1. inform Autotrader who its Integrator System Provider is, and if Autotrader agrees it will allow the Integrator System Provider access to the Autotrader Connect Products, subject to entering into an Autotrader Connect Licence Agreement with the Integrator System Provider; and
      2. ensure it has all necessary agreements in place (including without limitation, where relevant, the data processing agreement referred to in clause 9.4) with the Integrator System Provider to enable the provision of the Integrator System by the Integrator System Provider to the Advertiser.
   2. In the event that the Advertiser wishes to change its Integrator System Provider, it shall contact its Autotrader Account Manager to discuss facilitating this change. Where an Integrator System Provider contacts Autotrader direct to request that it is set up as a provider on behalf of an Advertiser (including to replace an existing provider), Autotrader shall be entitled to request to see evidence in writing of the Advertiser's instruction to the Integrator System Provider before Autotrader actions the request.
   3. The Advertiser acknowledges and agrees that, in order to allow the Integration System Provider to be able to effectively manage changes to the total stock allowance which the Advertiser is permitted to advertise on the Autotrader Platforms, Autotrader shall be permitted to share the Advertiser's total contracted stock allowance with the Integrator System Provider.

5. LICENCE FEES AND PAYMENT

   1. Licence Fees will be payable where indicated as part of the Advertiser's package, or as purchased separately from Autotrader. Where applicable, the terms of this clause 5 will apply.
   2. In consideration of the Licence granted to the Advertiser, the Advertiser shall pay directly to Autotrader the Licence Fees. Payment of the Licence Fees shall be made in accordance with the payment terms set out in the Main Advertising Terms & Conditions.
   3. Autotrader may from time to time make available new features, improvements and/or add-ons, in respect of which there may be additional fees payable. To the extent that they are implemented by the Integrator System Provider and any such additional fees constitute an increase to the Licence Fees payable by Advertiser, notice of such increase shall be provided in accordance with the Main Advertising Terms & Conditions.
   4. Autotrader shall charge the Advertiser the Licence Fee on a monthly basis in respect of access to each of the Autotrader Connect Products for the DID which is applied to the Advertiser, it being acknowledged that the Advertiser may have more than one DID applied to it (and will be charged accordingly). Unless otherwise agreed, where multiple API credentials are required the Licence Fee per DID will be multiplied to reflect the number of API credentials “key” and “secret” requested.
   5. The Licence Fees are exclusive of VAT which shall be payable by the Advertiser in addition.
   6. The Licence Fees may change depending on the number of Advertisers (it being acknowledged that the Advertiser may have more than one DID applied to it and will be charged accordingly) who are provided with access to the Autotrader Connect Products each month.

6. INTELLECTUAL PROPERTY RIGHTS

   1. The Advertiser acknowledges that Autotrader and/or its licensors own all Intellectual Property Rights in Autotrader Connect and the Data and no ownership in the same is granted to the Advertiser.
   2. The Advertiser shall not use any logos or branding of Autotrader (or any other Intellectual Property Rights) without Autotrader's express written consent and, if such consent is granted the Advertiser agrees to comply with the Branding Guidelines as to the use of the same.
   3. The Advertiser shall notify Autotrader immediately if it becomes aware of any unauthorised use or access to the Intellectual Property Rights in Autotrader Connect, any Autotrader Connect Products and/or Data by any third party and if there is any claim by a third party that Autotrader Connect, any Autotrader Connect Products and/or Data infringes the Intellectual Property Rights of a third party.

7. TERM AND TERMINATION

   1. The Licence will continue for the term under the Autotrader Connect Licence Agreement, and subject to the Minimum Subscription Periods, unless terminated earlier under these Rules or the Main Advertising Terms & Conditions (the “Term”).
   2. After the expiry of all Minimum Subscription Periods, where applicable, either Party may terminate the Licence granted under these Rules (or any one or more licences for the Autotrader Connect Products) for any reason by giving 30 days' written notice (subject to clause 3.1).
   3. Upon termination of the Licence in accordance with these Rules, for any reason, the Advertiser shall no longer be entitled to use the Autotrader Connect Products and/or Data and Autotrader will be entitled to terminate the Advertiser's use of the same, with immediate effect. Promptly upon request by Autotrader on or after termination, the Advertiser shall erase all Data on the Integrator System, or otherwise in the Advertiser's possession or control and shall confirm to Autotrader in writing when this has been done.
   4. Any termination of the Licence shall be without prejudice to any other rights or remedies a Party may be entitled to under these Rules or at law and shall not affect any accrued rights or liabilities of either Party nor the coming into or continuance in force of any provision in these Rules which is expressly or by implication intended to come into force on or after such termination.

8. LIABILITY

   1. Autotrader will use its reasonable endeavours to provide the Autotrader Connect Products and access to the Data without corruption or errors and Autotrader uses good industry standard practices to reduce the risk of any transfer without corruption or errors or harmful computer code. However, this does not remove any responsibility of the Advertiser to carry out their own checks on the Data to ensure that it contains no corruption, errors or harmful computer code.
   2. The Advertiser acknowledges and agrees that the Data is comprised of data provided by third parties which it would not be possible or commercially reasonable for Autotrader to guarantee. The provision of the Data also involves statistical analysis and modelling which may be affected by circumstances beyond Autotrader's control and which by its nature cannot be guaranteed. Autotrader therefore provides the Data "as is" and gives no representation or warranty regarding the accuracy or completeness of such Data. Autotrader's sole obligation is to accurately reflect the Data provided to it by third parties. Autotrader accepts no liability for the Data including for infringement of any third party Intellectual Property Rights.
   3. The Data is not intended to be used as the sole basis for any business decision, and the Advertiser acknowledges that it is prudent to use, and it is responsible for using, the Data as one of a number of factors in its decision-making process, and for determining those other factors. The Advertiser acknowledges and agrees that it is solely responsible for the use of the Data. In particular, Autotrader shall not be liable for:
      1. any inaccuracy, incompleteness or other error in the Data which arises as a result of data provided to Autotrader by the Advertiser, the Integrator System Provider or any third party; or
      2. any failure of the Autotrader Connect Products or Data to achieve any particular result or outcome for the Advertiser; and
      3. any Data that contains forecast based metrics (such as trended valuations, days to sell and price adjusted days to sell) is intended to signal potential outcomes determined from models based on current and historical data. Such Data is provided without any guarantee and may not reflect actual outcomes, for example, due to unforeseen events or regional disparities. Autotrader will not be liable for any reliance placed on such Data
   4. The Advertiser acknowledges and agrees that the supply of Data to the Advertiser via the Autotrader Connect Products is reliant in part on the Integrator System Provider and Autotrader will not be liable for any acts or omissions of the Integrator System Provider. Autotrader has no liability to the Advertiser if it suspends or terminates access to the Autotrader Connect Products due to the act or omission of the Integrator System Provider or if the Autotrader Connect Licence Agreement terminates or expires for any reason.

9. DATA PROTECTION

   1. For the purposes of this clause, “personal data”, “data subject”, “controller”, “processor”, and “process”, shall have the meanings given to them in the Data Protection Laws.
   2. To the extent relevant, in performing its obligations and exercising its right under these Rules, each Party shall comply with applicable Data Protection Laws. Each Party anticipates that it will act as an independent controller in processing any personal data under or in connection with these Rules.
   3. Without prejudice to the generality of clause 9.2, to the extent that the Input Information contains any personal data, the Advertiser will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of such personal data that is contained in the Input Information to Autotrader for the duration of the Term and purposes of these Rules.

   4. Without prejudice to the generality of clause 9.2, to the extent that the Advertiser requires Autotrader to transfer personal data to the Integrator System Provider (where the Integrator System Provider is acting as the Advertiser's data processor), via Autotrader Connect, to enable the Integrator System Provider to surface the personal data in the Integrator System, the Advertiser confirms that it:

      1. instructs Autotrader to transfer the personal data to the Integrator System Provider, via Autotrader Connect, in accordance with and subject to the Autotrader Connect Licence Agreement;
      2. shall: (i) enter into an appropriate data processing agreement (as required by Article 28 of the UK GDPR) with the Integrator System Provider to cover the processing of the personal data as described in this clause 9.4; (ii) give full information to any data subject whose personal data may be processed on the Advertiser's behalf by the Integrator; and (iii) take all other necessary steps to ensure the Advertiser's compliance with the Data Protection Laws and all security obligations in respect of the personal data (including, without limitation, contractual measures to ensure that no personal data is transferred outside the UK or EEA other than in compliance with the Data Protection Laws); and
      3. is fully responsible for ensuring it undertakes due diligence against the Integrator System Provider to ensure that the Integrator System Provider has appropriate security and organisational measures in place to keep the personal data fully protected
   5. The Advertiser shall without undue delay (and in any case within 48 hours of becoming aware) inform Autotrader in the event of any breach, complaint or any other default of the Advertiser's responsibilities under this clause 9, or by the Integrator System Provider (as applicable), in each case relating to the personal data, and shall provide Autotrader with full details of the same. The Advertiser shall, on demand, provide Auto Trader with all reasonable co-operation and assistance in relation to the resolution of any breach, complaint or other issue relating to the personal data.
   6. Autotrader shall not be liable for any failure by the Advertiser, or Integrator System Provider (as applicable), to comply with this clause 9 or the Data Protection Laws, or failure to take adequate steps to protect the personal data. The Advertiser agrees to indemnify and keep indemnified Autotrader against any and all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising out of or in connection with any breach of this clause 9 or the Data Protection Laws by the Advertiser (or Integrator System Provider, as applicable) whether or not such losses or liabilities were foreseeable at the time of the breach giving rise to them.

10. GENERAL

    1. Autotrader reserves the right to monitor and review the Advertiser's use of the Autotrader Connect Products and Data.
    2. The Advertiser shall, during the Term and for a minimum of 2 years thereafter, keep full and proper records relating to its access to the Autotrader Connect Products and use of the Data. The Advertiser shall permit Autotrader, on reasonable notice and during normal working hours and (save where Advertiser is, or is reasonably suspected of being, in material breach of these Rules) no more than once per 12 month period, to audit, inspect and have access to the Advertiser's premises, systems (including the Integrator System) and/or information (as reasonably required by Autotrader in connection with the Advertiser's use of the Autotrader Connect Products and Data) in order to assess the Advertiser's compliance with its obligations under these Rules in relation to the use of the AT Connect Products and the Data. If Autotrader wishes to carry out more than one such audit in any 12-month period, it shall reimburse the Advertiser for any costs reasonably and properly incurred in connection with supporting such additional audit. During any audit, Autotrader shall: (i) observe the Advertiser's procedures relating to the protection of the Advertiser's confidential information; and (ii) take all reasonable steps to minimise disruption to the Advertiser's business during such audit.
    3. In the event of a breach of these Rules by any Advertiser, such breach shall be deemed a breach of the Main Advertising Terms & Conditions and Autotrader will be entitled to such rights and remedies available to it thereunder.
    4. Autotrader reserves the right to amend, modify, remove and/or extend Autotrader Connect at any point with immediate effect.
    5. Autotrader may modify these Rules from time to time on giving at least 15 days' notice in accordance with our Main Advertising Terms & Conditions.