Terms and Conditions - Stock Advertising

Please read these Conditions carefully as they govern the provision of Services by the Publisher to you. The Publisher may modify these Conditions from time to time and you should therefore ensure that you review these Conditions regularly.

DEFINITIONS AND INTERPRETATION

1.1 1.1 In these Conditions, unless the context otherwise requires, the following terms have the following meanings:
"Addendum" means a completed form signed by both parties or a stock advertising email confirmation (in the prescribed form provided by the Publisher) sent by the Advertiser to the Publisher which (i) varies the original Advertising Agreement (Sales Order) and/or (ii) forms a new agreement with the Publisher for new Advertising Services and which in all cases incorporates and is subject to these Conditions;

"Advertisement" means any copy, artwork, text, data, photographs, slides and/or video clips, advertising a vehicle, product and/or service for sale, to be published on the Websites;

"Advertiser" means the person, firm or company who is the advertiser of the vehicle, product and/or service promoted on the Websites;

"Advertising Agreement" means any agreement for the provision of Advertising Services incorporating these Conditions, the Application Form and/or Addendum (where appropriate);

"Advertising Services" means the designing, creating and hosting of the Advertisement on the Websites and/or any other advertising services (including, without limitation, Used Car Co) to be provided by the Publisher to the Advertiser from time to time as specified on the Application Form;

"Sales Order Form" means a completed form signed by both parties setting out details of the Advertiser and the Advertising Services to be provided by the Publisher, which incorporates and is subject to these Conditions;

"Azizi Media Website" means the website located at www.usedcarco.co.uk;

"Charges" means the charges to be paid by the Advertiser for the Advertising Services as set out in the Application Form or Addendum (as appropriate);

"Conditions" means the Stock Advertising Terms & Conditions as set out in this document;

"Data" means the information regarding the Advertisers stock or vehicle including but not limited to vehicle registration and images which is communicated to the Publisher;

"Dealer Manager" means the stock management and upload tool owned by the Publisher;

"Dealer Manager Portal" means the dealer portal located at www.dealermanager.co.uk

"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, trade marks, patents, design rights, database rights and/or know how;

"Materials" means any copy, artwork, data, photographs, slides, video clips and/or other material provided by the Advertiser for inclusion in an Advertisement or otherwise;

"Mobile Dealer Manager" means the stock management and upload tool accessed via a mobile phone device and owned by the Publisher;

"Partner Websites" means any third party websites, other than the Azizi Media Website on which an Advertisement is to be placed as solely determined by the Publisher;

"Publisher" means Azizi Media Limited

"Stock Information" means the Data received by the Publisher, which may be processed by the Publisher for the purpose of providing services to the Advertiser, including but not limited to verification, enhancement or amendment;

"Websites" means the Azizi Media Website.

1.2 In these Conditions, unless the context otherwise requires: words importing any gender include every gender; words importing the singular include the plural and vice versa; references to numbered clauses are references to the relevant clause in these Conditions; and the headings to the clauses will not affect its interpretation.

1.3 In the case of any conflict or ambiguity between any provision contained in these Conditions and any provision contained in an Application Form or Addendum, the provision in the Application Form or Addendum shall take precedence. In the case of any conflict or ambiguity between any provision contained in the Application Form and any provision contained in an Addendum, the provision in the Addendum shall take precedence.

ADVERTISING AGREEMENT

2.1 Each Advertising Agreement that is agreed between the parties will form a separate contract for Advertising Services on and subject to these Conditions. These Conditions shall govern the Advertising Agreement to the exclusion of any other terms and conditions (including any terms or conditions which the Advertiser purports to apply under any purchase order, confirmation of order, specification or other document and any terms and conditions previously provided by the Publisher), unless expressly stipulated otherwise by the Publisher in writing.

2.2 Each order or acceptance of a quotation for Advertising Services shall be deemed to be an offer by the Advertiser to purchase Advertising Services subject to these Conditions. Subject to clause 2.3 below, no order placed by the Advertiser shall be deemed to be accepted by the Publisher until an Application Form or Addendum (as appropriate) is signed by the Publisher or, if earlier, the Publisher commences the provision of the Advertising Services.

2.3 Where the Advertiser wishes to amend its stock advertising quantity and sends a stock advertising email confirmation to the Publisher, on receipt of the stock advertising e-mail confirmation the order shall be deemed to be accepted by the Publisher.

2.4 The Advertiser shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.5 Any quotation is given on the basis that no Advertising Agreement shall come into existence until the Publisher signs an Application Form or Addendum (as appropriate). Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

2.6 Publisher shall be entitled to modify these Conditions from time to time and any such modifications shall be effective immediately from the time they are notified to the Advertiser. Display of the modified Conditions on the Dealer Manager 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.

ADVERTISING SERVICES

3.1 In consideration of payment of the Charges by the Advertiser in accordance with clause 6, the Publisher will provide the Advertising Services to the Advertiser.

3.2 If the Advertiser requests an upgrade of the Advertising Services and/or requests additional Advertising Services, the Advertiser shall sign an Addendum. Where both parties have signed an Addendum, all references in these Conditions to "Application Form" shall be read to mean the Addendum. Except as expressly amended by any Addendum, the original Advertising Agreement shall remain in full force and effect. For the avoidance of doubt, if an Advertiser wishes to cancel any Advertising Services and/or downgrade the Advertising Services, notice will be required to be given by the Advertiser in accordance with clause 10.2 or 10.4 (as appropriate).

3.3 Details of the Advertising Services may be separately set out by the Publisher from time to time on the Azizi Media Website and/or as otherwise provided by the Publisher to the Advertiser and references to those Advertising Services shall be read accordingly. Provisions in these Conditions relating to a particular Advertising Service will only apply where that Advertising Service is to be supplied by the Advertiser as identified on the Application Form. Provision of any of the Advertising Services set out in clauses 3.5 to 3.14 shall be subject to the payment of the relevant charges for those services as set out on the Application form and in accordance with clause 6.

3.4 Stock advertising: On acceptance of an order or quotation for Advertising Services the Advertisement will go live on the Azizi Media Website within 24 hours. This does not apply to Bank Holidays or any other public holiday when it may take longer.

3.5 Dealer Reports: The Advertiser shall not use, copy (other than incidentally in the process of viewing), market, re-sell, distribute, retransmit, publish or commercially exploit in any form any information received via or in connection with the Dealer Reports other than for the internal purposes of the Advertiser's business. The Publisher will take all reasonable steps to ensure that the reports produced as part of the Dealer Reports are accurate. However, due to the nature of the service and the way that Internet traffic is collated and logged there may be errors in the information supplied for which the Publisher is not liable. If the Publisher believes that the margin or error is such that the usefulness of the Dealer Reports are affected it will notify Advertisers of this fact either by contact from a member of the Publisher's sales team, by e-mail or by notification on the login page to the Dealer Manager Portal

3.6 Dealer Directory Service: The Publisher will use all reasonable endeavours to update details supplied in connection with any listing on its Dealer Directory Service within 3 working days of receipt of the updated information. It is the Advertiser's sole responsibility to provide the Publisher with accurate and up to date information to include in the Dealer Directory and the Publisher shall have no liability for any inaccuracies in information provided by the Advertiser.

3.7 Fault or error removal: The Publisher will use all reasonable endeavours to remedy faults or errors on the Azizi Media Website. The Advertiser acknowledges and accepts that once a fault or error has been reported to the Publisher it may take up to 48 hours for the Publisher to investigate and rectify the problem.

3.8 Stock Export: Where the Advertiser wishes stock information to be sent by the Publisher to third party websites, the owners of which have entered into an agreement with the Publisher for the transmission of stock information, the Advertiser shall agree separate commercial terms with the relevant third party direct for display of stock information on that third party's website. The Advertiser shall be solely responsible for notifying the Publisher of all third party websites to which stock information is to be sent. The Publisher's sole responsibility is to send stock information to such third parties and only to third parties who have a stock broadcast agreement with the Publisher. Stock Export is only available to an Advertiser validly licensed to use Dealer Manager to upload stock information, unless otherwise agreed in writing by the Publisher.

3.9 9 Images: The Advertiser is solely responsible for uploading the photographs using Dealer Manager and the Publisher shall have no liability for the quality of those photographs. If at any time, the Advertiser increases its stock level as set out in the Advertising Agreement, the Publisher shall be entitled to recalculate the charges payable for Images.

3.10 Video Slideshow: The Advertiser is solely responsible for uploading the minimum volume of images as specified by the Publisher and the Publisher shall not be obliged to provide Video Slideshow if the Advertiser does not comply with this requirement. If at any time, the Advertiser increases its stock level as set out in the Advertising Agreement, the Publisher shall be entitled to recalculate the charges payable for Video Slideshow.

3.11 The Advertiser is solely responsible for uploading the photographs using Dealer Manager via a data feed from the Advertiser to the Azizi Media Website and the Publisher shall have no liability for the quality of those photographs. The Advertiser is solely responsible for uploading the minimum volume of images as specified by the Publisher and the Publisher shall not be obliged to provide stock photographs if the Advertiser does not comply with this requirement. If at any time the Advertiser increases its stock levels as set out in the Advertising Agreement, the Publisher shall be entitled to recalculate the charges payable for stock photographs.

3.12 Off Site Links: Where the Advertiser requests an off site link in order to link a search result from the Azizi Media Website to its own website, the Advertiser shall be solely responsible for ensuring that the link is correct and that it directs to the correct website. The Advertiser shall not place on its website anything which might infer an association with the Azizi Media Website and/or which infers the endorsement of the Advertiser's website and/or business by the Publisher. The Advertiser shall be solely responsible for notifying the Publisher if at any time the link is incorrect or does not operate. The Publisher has no liability for any website which is linked from the Azizi Media Website.

3.13 Off Site Stock Page: The Publisher shall supply and host a stock page which is embedded in the Advertiser's website. The Advertiser is solely responsible for the hosting of its website and the Publisher shall have no liability for any interruptions in the availability of the Off Site Link Stock Page where the interruption arises as a result of an interruption to the Advertiser's website and/or the internet. Whilst the Publisher will use its reasonable endeavours to avoid minor errors and/or interruptions in the Off Site Stock Page, the Advertiser acknowledges that these may arise and the Publisher shall not be held liable for such errors and/or interruptions. The Advertiser is solely responsible for all data accessible via the Off Site Stock Page.

3.14 Enhanced View: Due to the nature of Enhanced View, the provision of Enhanced View is at the Publisher's sole discretion and subject to availability. Enhanced View shall comprise of such features as notified by the Publisher to the Advertiser. The Publisher shall be entitled to alter the features of Enhanced View from time to time upon notification to the Advertiser.

3.15 Featured Listings: The Publisher shall be entitled to remove an Advertisement as a featured listing product without notice.

3.16 Featured Listings Tenancy: Featured listings are available for on a tenancy basis for a specified period of time as requested by the Advertiser. The Publisher shall be entitled to remove an Advertisement as a featured listing product as soon as the tenancy period as set out on the Application Form or Addendum has expired.

3.17 The Publisher does not guarantee that an Advertisement will appear on a specific number of Partner Websites or any at all and/or on any Partner Websites in particular and the Publisher may at its sole discretion vary the Partner Websites on which an Advertisement appears from time to time.

COPY, ARTWORK AND PHOTOGRAPHS

4.1 The Publisher may refuse, edit and/or require to be amended any Advertisement and/or any copy, artwork and/or other materials set out in an Advertisement and/or provided by the Advertiser to the Publisher 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 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.

4.2 The Publisher has the right, at its sole discretion, to remove from the Websites, at any time and for any reason, any Advertisements which carry a finance price. Where the Publisher (at its sole discretion) permits Advertisements to carry a finance price, it is the Advertiser's responsibility to ensure that the full terms and conditions applicable to the finance arrangement are available to view on the Advertiser's website.

4.3 The Publisher has the right, at its sole discretion, to refuse to publish and to remove from the Websites at any time, any "Wanted Adverts" which do not advertise particular vehicles for sale.

4.4 The Advertiser shall be solely responsible for checking the accuracy of any Advertisement for errors and for amending copy.

4.5 The Publisher may take photographs of vehicles for use in Advertisements. However, the Publisher reserves the right in its sole discretion not to include a photograph in an Advertisement. For the avoidance of doubt, the Publisher's advertising rates in force from time to time shall apply to each vehicle, product or service whether or not photographs are included in any Advertisement. The Publisher shall not be liable if the quality and/or colour of any photograph published in an Advertisement is not acceptable to the Advertiser.

4.6 The Publisher may receive copy via such means as specified by the Publisher from time to time. However, the Advertiser shall submit copy at its own risk and the Publisher shall not be liable or responsible for non-receipt or corruption of any text, font, image or material sent by the Advertiser and/or arising out of any third party data feed stock errors.

4.7 Where copy is sent by means other than Dealer Manager, the Publisher shall not be liable for:

4.7.1 the compatibility of third party systems with those of the Publisher; and/or

4.7.2 failure by the Publisher to upload copy to the Websites at the same frequency as would occur if copy was supplied by the Advertiser via Dealer Manager.

4.8 The Advertiser is solely responsible for completing all mandatory data fields for each Advertisement and for submitting copy and data to the Publisher or upload provider (as appropriate) in the correct format as specified and by any deadlines specified by the Publisher or upload provider (as appropriate). The Publisher shall have no liability in respect of any Advertisement not appearing on the Websites where the Advertiser has failed to submit copy and data in accordance with this clause 4.8.

4.9 The Advertiser is prohibited from supplying any contact details, including but not limited to, any telephone numbers or e-mail addresses, in additional data fields. Failure to comply with this rule may, at the Publisher's sole discretion, result in the removal of all of the Advertiser's Advertisements on the Websites.

4.10 The Advertiser shall ensure that all hyperlinks sent to the Publisher link directly through to the page on the Advertiser's website displaying the exact vehicle, product or service identified in the Advertisement searched by a visitor to the Website. Failure to provide direct and correct links may, at the Publisher's sole discretion, result in the removal of all the Advertiser's Advertisements on the Websites.

ADVERTISER'S OBLIGATIONS AND WARRANTIES

5.1 The Advertiser shall not advertise vehicles on the Websites that are owned or offered for sale by private owners.

5.2 The Advertiser agrees to access or use any Advertising Services solely in respect of its own business. The Advertiser agrees not to: (a) make any attempt to access, amend or upload information on any other business; (b) access any unauthorised areas of the Websites; (c) modify or make any attempt to modify the Websites, or any software used in connection with the Websites; and/or (d) use any software which would corrupt the Websites in any way. If the Advertiser does not comply with this clause, the Publisher may suspend, terminate or downgrade the Advertiser's participation in any Advertising Service.

5.3 The Advertiser shall comply with all current legislation, advertising codes and any other regulatory requirements. The Publisher may suspend, or terminate immediately the Advertising Agreement and/or the Advertisers participation in any Advertising Service where:

5.3.1 the Advertiser does not comply with this clause 5.3;

5.3.2 the Publisher suspects the Advertiser is not complying with this clause 5.3; and/or

5.3.3 any competent law enforcement or compliance authority instructs, advises or makes a recommendation to the Publisher to take down any of the Advertisers content and/or suspend the delivery of the Services to the Advertiser.

5.4 The Advertiser shall keep safe and confidential all passwords, security identification and/or encryption details relating to the Dealer Portal and/or Websites and will follow all security instructions issued by the Publisher from time to time. The Advertiser will promptly update their password details and notify the Publisher promptly if it believes that any password and/or other security information has been disclosed or is otherwise at risk.

5.5 The Advertiser shall not upload files to the Websites that contain a virus and/or corrupted data. No warranty is given by the Publisher that the Websites are free from computer viruses or any other malicious or impairing computer programs and the Advertiser shall report to the Publisher any suspected faults to the Dealer Portal and/or the Websites promptly after such suspected faults come to the Advertiser's attention (and in any event within one week from the date the Advertiser first becomes aware of the relevant fault).

5.6 The Advertiser agrees that any questions and complaints regarding the vehicles, products and/or services offered for sale by the Advertiser on the Websites are the exclusive responsibility of the Advertiser.

5.7 The Advertiser shall be solely responsible for obtaining, operating and maintaining all necessary computer hardware, software, modems and telecommunications links which it requires to access and use the Dealer Portal, Dealer Manager (where relevant) and the Websites.

5.8 To the extent permitted by law, the Advertiser shall not reverse engineer, decompile, disassemble or modify the whole or any part of any software (nor attempt to do any of the same) used by the Advertiser in connection with the Dealer Portal and/or the Websites. The Advertiser shall not use software to access the Dealer Portal and Websites without permission and/or use software that will corrupt the Dealer Portal and Websites in any way.

5.9 The Advertiser shall:

5.9.1 price vehicles, products and/or services (as appropriate) consistently within an Advertisement (in both the asking price section and the description) and consistently across the Websites and across all other websites of the Publisher in which the Advertiser places any Advertisements; and

5.9.2 not be permitted to place more than one Advertisement for any one vehicle, product or service on the Azizi Media Website and the Publisher shall be entitled to remove any Advertisements that duplicate other existing Advertisements on the Azizi Media Website, at its sole discretion. In relation to vehicles advertised, an Advertisement will be deemed to be a duplication if the make, model, derivative, trim and price of the vehicle advertised on the Azizi Media Website are all identical to those of another vehicle advertised on the Azizi Media Website. If the Advertiser fails to comply with the provisions of this clause 5.9.2, the Publisher may at its sole discretion remove all Advertisements submitted by the Advertiser from the Websites.

5.10 The Advertiser will treat as confidential and keep secret all information contained in or concerning the Websites, the Dealer Portal and/or any Advertising Service. The Advertiser will not disclose such information to any third party, except to the extent that (a) it is required to do so by a court or other competent authority provided that such advance notice of disclosure as is possible is given to the Publisher; or (b) the information is already, or becomes, public knowledge except by way of any breach of confidence.

5.11 The Advertiser warrants that:

5.11.1 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 Websites;

5.11.2 it will only use the Dealer Portal and Websites in accordance with these Conditions and shall only supply Materials which comply in all respects with these Conditions, at all material times;

5.11.3 all copy and any other information and materials provided by the Advertiser is complete, accurate, legal, non-defamatory, decent, honest and truthful and complies 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;

5.11.4 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 the Advertiser has the legal right to offer for sale any vehicle, product or service advertised by it on the Websites;

5.11.5 where the Advertiser is an advertising agency or other representative, that it is authorised to place the Advertisement with the Publisher;

5.11.6 the reproduction and/or publication of the Advertisement (including but not limited to any photographs contained in the Advertisement) by the Publisher and/or the use of the Advertiser's logo and trade marks on the Websites will not breach any contract; infringe any third party intellectual property rights or other rights; render the Publisher liable to any proceedings whatsoever; and/or harm or detriment the reputation of the Publisher and/or of any other companies within Azizi Media Ltd.;

5.11.7 in respect of any Advertisement submitted for publication which 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 this Advertising Agreement and has complied in all respects with the Data Protection Act 1998 (as amended from time to time).

PAYMENT

6.1 The Advertiser shall pay to the Publisher the Charges for all Advertising Services on or before the agreed due date, which shall be 30 days from the date of invoice unless notified otherwise. Time for payment is of the essence.

6.2 The Charges are exclusive of VAT which shall be payable by the Advertiser in addition.

6.3 Where the Advertiser elects for Stock Export, the Advertiser will pay the relevant Charges direct to the Publisher unless stated otherwise by the Publisher. Where the Advertiser is required by the Publisher to pay the relevant Charges to the third party on whose website the Stock Information is to be published, that third party shall be required to collect and remit those charges to the Publisher.

6.4 Where the Advertiser is a multi-franchise dealer and is charged discounted rates as part of a Manufacturer Endorsed Programme entered into between the Publisher and a particular vehicle manufacturer, the discounted rates agreed for that Manufacturer Endorsed Programme shall only apply in respect of Advertisements for vehicles held by the Advertiser as part of its franchise with the relevant vehicle manufacturer. Advertisements placed by the Advertiser for vehicles held other than in respect of the Advertiser's franchise with the relevant vehicle manufacturer will be charged at Azizi Media’s standard rates applicable from time to time, unless otherwise agreed in writing with Azizi Media Ltd.

6.5 The Advertiser shall pay all sums due to the Publisher 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.

6.6 If the Advertiser fails to make any payment by the due date then all monies owing by the Advertiser to the Publisher shall immediately become due and payable. Payment terms may vary if payment is made by Standing Order and agreed in writing by the Publisher. Any discount, which is extended to an Advertiser who pays the charges by electronic means is at the sole discretion of the Publisher and may be withdrawn by the Publisher at any time and for any reason.

6.7 Where the Advertiser takes the pre-payment option as agreed with the Publisher, the Advertiser shall be solely responsible for ensuring that sufficient funds have been paid in advance of the chargeable period.

6.8 When a sum owing has not been received in full by the Publisher within 30 days from the date of invoice, the Publisher shall be entitled (without prejudice to any other right or remedy it may have) to:

6.8.1 charge the Advertiser interest on any unpaid sums (both before and after judgment) at the current statutory rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 and related secondary legislation as amended or re-enacted from time to time; and

6.8.2 suspend all services (including without limitation the Advertising Services provided to the Advertiser pursuant to any agreement with Azizi Media Ltd.(or any part of them) until such time as payment has been received in full (including any interest payable pursuant to clause 6.8.1 above).

6.9 If the Advertiser genuinely disputes an invoice, the Advertiser must notify the Publisher within [30] days of the date of invoice. If the Advertiser fails to notify the Publisher within this time period, payment in full shall be due and the Publisher shall have the rights and remedies set out in clause 6.8 above.

6.10 Unless the Publisher authorises payment to be made by Standing Order, payment must be sent to the address on the invoice and any payment sent by post shall be at the Advertiser's sole risk. All cheques must be payable to Azizi Media Limited unless notified otherwise. 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.

6.11 In the event that the Advertiser exceeds the stock levels or otherwise exceeds the volume of content agreed in the Advertising Agreement, the Publisher shall be entitled to recalculate the Charges due by the Advertiser in respect of such Advertising Agreement and any additional charges shall be payable by the Advertiser immediately.

6.12 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 any Advertising Services and/or cancellation or termination of the Advertising Agreement (for any reason).

6.13 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, grant the Advertiser an agency discount, provided that, in the sole opinion of the Publisher the Advertising Agreement has been complied with and all advertising copy provided by the Advertiser requires no further work to be carried out by the Publisher. The Publisher may at any time withdraw this discount for any reason in relation to all or any Advertising Services. For the avoidance of doubt, any discount that is extended to the Advertiser shall not apply to the featured listing product.

ADVERTISING CHARGES

7.1 The Publisher shall have the right to change its scale of charges at any time and for any reason. If the Publisher changes its charges during the term of the Advertising Agreement, the charge in force at the date of the Advertising Agreement shall continue to apply to such Advertising Agreement for a period of four weeks following notification by the Publisher in writing of any such change, after which the amended charges shall apply.

INTELLECTUAL PROPERTY RIGHTS

8.1 In respect of any Data which the Advertiser supplies to the Publisher, its employees, contractors, agents and/or associated companies whether by means of Dealer Manager or other software communication tools or by any other way or means howsoever arising, the Advertiser grants the Publisher a non-exclusive, irrevocable, perpetual and royalty free licence to use the Data and any Stock Information supplied for any purpose.

8.2 The creation of Stock Information may require the enhancement, amendment and/or alteration of the Data which, may require the Publishers use or the incorporation of third party material used under licence by the Publisher. As a consequence, both the Publisher and/or its licensors may acquire Intellectual Property Rights in the Stock Information.

8.3 The Advertiser acknowledges that in the event the Publisher alters the Data provided by the Advertiser and/or creates or incorporates third party content to comprise part of the Stock Information then the Stock Information shall become a work of joint copyright co-owned by the Advertiser and the Publisher. To the extent that any such joint Intellectual Property Rights are not automatically vested in the Publisher, the Advertiser hereby assigns to the Publisher all such rights.

8.4 The Advertiser acknowledges and agrees that nothing in the Advertising Agreement confers on the Advertiser any licence or right to use any trade marks, names or logos of the Publisher or its licensors except as expressly set out in the Advertising Agreement and that all Intellectual Property rights in such trade marks, names and logos (including without limitation the trade mark "Azizi Media" and in the Azizi Media Website together with all goodwill arising out of or in connection with these, belong to the Publisher and/or its licensors (as appropriate).

8.5 The Advertiser acknowledges and agrees that all Intellectual Property Rights related to, embodied by or incorporated in the Off Site Stock Page belong to the Publisher and/or its licensors (as appropriate). The Publisher grants the Advertiser a personal, non-exclusive, revocable licence to use the Off Site Stock Page subject to the payment of the relevant Charges.

8.6 The Advertiser warrants that it has all necessary rights, licences and consents to incorporate or to procure the incorporation by the Publisher onto the Websites of any materials and/or data provided by the Advertiser.

8.7 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 (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. Hypertext links to the Azizi Media 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 Azizi Media Website or the Websites from any website controlled by the Advertiser.

8.8 The Publisher is hereby permitted to reproduce and publish (or to permit the same) all or any part of any Advertisements (including without limitation the reproduction and publication of copy, artwork and photographs and other materials) and to include them on the Azizi Media Website and Partner Websites.

8.9 No part of any Advertisement may be used in any other publication, electronic or otherwise, without the prior written consent of the Publisher. The Advertiser agrees that it will not enable or permit anyone to copy the content of any Advertisement.

8.10 The Advertiser agrees that it will give all necessary assistance to the Publisher and do all acts as may reasonably be required by the Publisher to enable it to protect and enforce its Intellectual Property Rights and those of its licensees against third parties.

DATA PROTECTION AND CREDIT REFERENCE CHECKS

9.1 Each of the Advertiser and the Publisher warrants to the other that it shall comply with the provisions of the Data Protection Act 1998 ("Act") in so far as the Advertising Agreement relates to or involves the processing of Personal Data (as defined in the Act).

9.2 The Advertiser acknowledges and agrees that in entering into the Advertising Agreement, the Publisher may collect certain Personal Data relating to the Advertiser and/or employees, consultants and/or contractors engaged by the Advertiser. This Personal Data may be used for a number of purposes including without limitation processing the Advertiser's order and providing products and/or services to the Advertiser; carrying out customer and market research; dealing with requests and enquiries; maintaining records; sending the Advertiser information on products and services the Publisher thinks may be of interest to the Advertiser; fraud prevention purposes; assisting with police investigations and/or enquiries; and/or complying with statutory and regulatory obligations.

9.3 The Publisher may disclose any information that it collects to other companies within Azizi Media, to third parties whose products and/or services the Publisher think may be of interest to the Advertiser, to credit reference agencies, finance companies, fraud prevention agencies, the police, the Financial Services Authority and/or any other regulatory authorities.

9.4 The Advertiser acknowledges and agrees that in entering into the Advertising Agreement, the Publisher may carry out credit reference checks on the Advertiser and/or any individual employed or otherwise engaged by the Advertiser. The Publisher reserves the right, at its sole discretion, to refuse to provide any services to the Advertiser, including without limitation any Advertising Services, if in the Publisher's sole opinion any credit reference results are unsatisfactory.

CANCELLATION AND TERMINATION

10.1 Unless terminated earlier in accordance with these Conditions, the Advertising Agreement shall continue in force for the period specified on the Application Form. If no such period is specified on the Application Form, the Advertising Agreement shall remain in force unless or until terminated by either party in accordance with these Conditions.

10.2 Subject to clauses 10.3 and 10.4 below, the Advertiser shall be entitled to terminate the Advertising Agreement, cancel all or any Advertising Services and/or downgrade the Advertising Services by giving notice in accordance with this clause 10.2. The Advertiser should telephone Azizi Media on 01942 221919 to inform them that they are intending to terminate the Advertising Agreement, cancel all or any of the Advertising Services and/or downgrade the Advertising Services. If, having made such phone call to Azizi Media, the Advertiser continues to want to terminate the Advertising Agreement, cancel all or any of the Advertising Services and/or downgrade the Advertising Services, the Advertiser shall give not less than 28 days' notice in writing to the Publisher sent to the Accounts Department at the address specified on the invoice, such notice not to expire prior to the end of the first 13 weeks of the Advertising Agreement or such other initial period as specified in writing by the Publisher ("Initial Period"). Any free periods of Advertising Services provided by the Publisher to the Advertiser under the Advertising Agreement shall not count towards the calculation of the Initial Period. Any notice must state the Advertiser's account number and the exact Advertising Services being terminated. It is a condition of the Advertising Agreement that any attempt to terminate the Advertising Agreement verbally shall be ineffective.

10.3 The provisions of this clause 10.3 and clause 10.4 below shall only apply if the Advertiser has entered into the Advertising Agreement as part of a Manufacturer Endorsed Programme as solely indicated on the Advertising Agreement and/or Addendum. In such circumstances, clause 10.2 shall not apply and the Advertiser shall only be entitled to terminate the Advertising Agreement, cancel all or any Advertising Services and/or downgrade the Advertising Services by giving notice in accordance with clause 10.4.

10.4 The Advertiser shall give not less than:-

10.4.1 90 days notice in writing to the Publisher to terminate the Advertising Agreement or cancel all or any of the Advertising Services;

10.4.2 28 days notice in writing to the Publisher to downgrade the Advertising Services sent to the Accounts/Customer Support Department at the address specified on the invoice, such notice not to expire prior to the end of any initial period specified in writing by the Publisher ("Initial Period"). Any notice must state the Advertiser's account number and the exact Advertising Services being terminated. It is a condition of the Advertising Agreement that any attempt to terminate the Advertising Agreement verbally shall be ineffective.

10.5 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 this Advertising 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 clearly stating the Advertiser's relevant address details.

10.6 In the event the Advertiser breaches payment terms and/or where the Advertiser has chosen a pre-payment option and the pre-paid funds are insufficient to cover the Advertiser's accrued sum of charges, the Publisher shall be entitled to serve a formal Notice of Termination of the account in writing, allowing the Advertiser 7 days to remedy any such breach and/or deficient funds. This is without prejudice to any previously accrued rights referred hereto.

10.7 The Publisher shall be entitled to terminate the Advertising Agreement and/or the provision of any Advertising Services at any time on 7 days' written notice to the Advertiser for convenience.

10.8 The Publisher shall be entitled to terminate the Advertising Agreement immediately on the giving of notice by telephone, fax, email or by letter to the Advertiser and further reserves the right in its sole discretion to refuse to publish any Advertisement or provide any Advertising Services, where:

10.8.1 the Advertiser breaches the terms of the Advertising Agreement (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);

10.8.2 the Advertiser commits a material breach of the Advertising Agreement;

10.8.3 the Advertiser persistently breaches any one or more terms of the Advertising Agreement;

10.8.4 the Advertiser is in breach of any other agreement with the Publisher and/or is in legal proceedings with the Publisher in respect of any other agreement;

10.8.5 the Advertiser ceases, or threatens to cease, to carry on its business;

10.8.6 the Advertiser (being a company) is unable to pay its debts within the meaning of s.123, Insolvency Act 1986 or convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I, Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or a receiver, administrator, administrative receiver, trustee or other similar officer is appointed over any of its property or assets or a meeting is convened for the purpose of considering a resolution or other steps are taken for winding up the Advertiser (whether by the presentation of a winding up petition or otherwise or for the making of an administration order (other than for the purposes of solvent amalgamation or reconstruction) or any similar action or steps are taken in any jurisdiction in relation to any of the above;

10.8.7 the Advertiser (being an individual) is unable to pay his/her debts within the meaning of s.268, Insolvency Act 1986, is declared bankrupt, has a petition presented against him/her or makes an arrangement or compromise for the benefit of his/her creditors whether pursuant to Part VIII Insolvency Act 1986 or otherwise;

10.8.8 the Advertiser (being a partnership) is unable to pay its debts or a petition is presented for its winding up under the provisions of the Insolvent Partnerships Order 1994 whether or not involving individual insolvency proceedings against the Advertiser's partners and presented by creditors or by the partners themselves or such petition is presented against it in conjunction with bankruptcy or individual insolvency or petitions against any partner or if the Advertiser enters into any composition, scheme or arrangement or voluntary arrangement including its business and assets or the share of any partner or in the event of any action for a partnership account and/or winding up or dissolution of the Advertiser under the Partnership Act 1890 or if any of the states or affairs or events described in this clause 10.8.7 occur in relation to any partner or any similar action or steps are taken in any jurisdiction in relation to any of the above;

10.8.9 the Advertiser is refused credit by the Publisher and/or another company within Azizi Media;

10.8.10 the Publisher receives persistent complaints about Advertisements placed by the Advertiser and/or regarding the Advertisers business practices;

10.8.11 the Advertiser commits an offence; and/or

10.8.12 the Advertiser acts in a way, which exposes the Publisher and/or any users of the Websites to financial loss and/or legal liabilities and/or in a way which the Publisher reasonably believes may be detrimental to the reputation and/or business of the Publisher and/or any other company in Azizi Media.

10.9 Termination of the Advertising Agreement shall be without prejudice to any rights accrued by the Publisher prior to termination and the Advertiser shall repay the Publisher on a full indemnity basis for all costs and expenses (including administration and legal costs) incurred by the Publisher in the event that the Advertiser changes address and fails to notify the Publisher and/or in recovering any sums due to it under the Advertising Agreement.

LIABILITY AND INDEMNITY

11.1 The Publisher shall provide the Advertising Services with reasonable care and skill and in a professional and timely manner. Any Advertisements on the Websites created by or on behalf of the Publisher, shall be designed materially in accordance with the Materials provided by the Advertiser. Notwithstanding the foregoing, the Advertiser acknowledges and accepts that it is technically impossible to provide the Advertising Services free of faults, interruptions or errors and that the Publisher does not undertake to do so. The Publisher shall have no responsibility or liability arising out of or in connection with any communications or network defects, delays or failures (whether temporary or otherwise) (a) experienced by the Advertiser or any third party while accessing the Dealer Portal, Mobile Dealer Manager and/or the Websites; and/or (b) which impact on any Advertising Service.

11.2 Where the Publisher is transferring Advertiser information to any third party in connection with any Advertising Service, including but not limited to owners of the Partner Websites, the Publisher will use its reasonable endeavours to transfer such information accurately and without corruption or errors. However, the Advertiser acknowledges that it is technically impossible to guarantee continuity of service or corruption-free or error-free transfer. The Publisher's sole liability in connection with this clause is to liaise with the relevant third party and to re- transfer the relevant information.

11.3 Any credits offered to the Advertiser in respect of faults in the operation of the Azizi Media Website affecting the Advertising Services shall only be payable by the Publisher at its sole discretion and in any event for a maximum period of four weeks unless there is proven to be (to the Publisher's reasonable satisfaction) an ongoing fault.

11.4 From time to time, the Publisher will need to carry out maintenance work on its equipment and systems, and shall use its reasonable endeavours to ensure that, in doing so, reasonable notice is given and minimum disruption to the Azizi Media Website is caused. However, the Advertiser acknowledges that the Publisher cannot guarantee that the Azizi Media Website will be continuously available online. For the avoidance of doubts, no credits shall be offered to the Advertiser in respect of interruptions to the Azizi Media Website arising as a result of maintenance work.

11.5 The Publisher has the right at its discretion to decline to publish (in whole or in part), or to omit, suspend, change the position, size, quality or colouring of or reclassify any Advertisement or information supplied by the Advertiser. The Publisher may at any time update or withdraw any Advertising Service or vary the Websites or any part thereof by notice to the Advertiser or by publishing new details.

11.6 The Advertiser acknowledges that where the Publisher has transferred or otherwise transfers information to and/or an Advertisement is placed on a third party website (including without limitation a Partner Website) display of any such information and/or Advertisement on the third party website is the responsibility of the relevant third party and the Publisher has no responsibility for the acts and/or omissions of the third party in question (including but not limited to any failure by the third party to place an Advertisement on its website and/or any disruption to the third party website). The Advertiser shall promptly notify the Publisher if the agreement between the Advertiser and any such third party is terminated whereupon the Publisher shall be entitled to cease to transfer information to such third party.

11.7 The Publisher does not monitor or control and shall not be responsible for the content of Advertisements. The Advertiser agrees that such matters are its sole responsibility.

11.8 Subject to clause 11.10 below, the Publisher shall not be liable to the Advertiser:

11.8.1 for any loss or damage suffered by the Advertiser arising out of or in connection with any total or partial failure to publish an Advertisement and/or for removing any materials from the Websites;

11.8.2 for failure of the Publisher to publish a photograph of any vehicle or product;

11.8.3 for any loss or damage suffered by the Advertiser arising out of or in connection with an failure by the Advertiser to keep safe and confidential all passwords, security identification and/or encryption details;

11.8.4 for any loss of copy, artwork, photographs or other materials, which the Advertiser warrants that it has retained in sufficient quality and quantity for whatever purpose;

11.8.5 in contract, tort (including without limitation negligence), statutory duty or otherwise arising out of or in connection with the Advertising Agreement for: (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill or reputation; (c) loss of contracts, business and/or opportunity; (d) loss of profits; (e) loss of revenue or anticipated savings; (f) business interruptions; (g) loss of or corruption to data howsoever caused (including caused as a result of e-crime attacks by third parties) and/or (h) 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; and/or

11.8.6 unless a claim is brought by the Advertiser against the Publisher within 3 months of the date of the cause, or first in the series of causes of related events, giving rise to the claim.
11.9 Subject to clause 11.10 below, the total liability of the Publisher in contract, tort (including without limitation negligence), statutory duty or otherwise (unless otherwise excluded), in respect of each event or series of connected events shall not exceed (i) where the liability arises in connection with any Advertisement(s), the aggregate of the Charges paid for Advertisements in the week during which the event giving rise to the liability occurred; and (ii) where the liability arises in connection with any other Advertising Services, the aggregate of the Charges paid for the particular Advertising Services giving rise to the liability, in the week during which the event giving rise to the liability occurred.

11.10 Nothing in the Advertising Agreement shall exclude or restrict any liability the Publisher 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.

11.11 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 to the fullest extent permitted by law.

11.12 The Advertiser shall indemnify and keep the Publisher fully indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising out of or in connection with any breach of the Advertising Agreement by the Advertiser, any third party complaints or claims brought against the Publisher in respect of any Advertisement, the subject matter thereof or any other materials supplied by the Advertiser in connection with any Advertising Service, and for any claim that the use by the Publisher of any copy, artwork, photograph or other materials provided by the Advertiser infringes any third party intellectual property rights or other third party rights and/or that the Advertiser has failed to fulfil any offer accepted by it, such offer having been placed via the Azizi Media Website, the Dealer Portal, or the Websites.

11.13 Without prejudice to the liability of the Advertiser to pay the relevant Charges for any Advertising Agreement in full by the relevant due date, in the event of any error, misprint or omission in an Advertisement, the Publisher may at its sole discretion, either amend the relevant part of the Advertisement 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 Advertisement or where it arises as a result of incorrect or inadequate information provided by the Advertiser.

FORCE MAJEURE

12.1 The Publisher shall not be liable to the Advertiser and/or be deemed to be in breach of the Advertising Agreement by reason of any delay in performing and/or any failure to performing of its obligations under the Advertising Agreement if the delay and/or failure is due to any cause beyond the Publisher's 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.

TRADE ADVERTISEMENTS

13.1 It is the responsibility of the Advertiser to make it clear in any Advertisement and on its website that the Advertiser is selling goods in the course of a business in compliance with the Business Advertisement (Disclosure) Order 1977 and failure to comply is an offence for which the Advertiser may be prosecuted.

13.2 The Advertiser is not permitted to place any Advertisements as private Advertisements and/or otherwise pass itself off as a private seller. The Publisher may at its sole discretion remove any Advertisement that has been placed as private by an Advertiser who the Publisher reasonably believes is selling a vehicle in the course of a business. In such circumstances, the Advertiser will not be entitled to any refund for the Advertisement in question and may be charged an administration fee by the Publisher.

GENERAL

14.1 The Advertising 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 Advertising Agreement. Each party acknowledges that it has not entered into 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 the Publisher's liability for fraudulent misrepresentation.

14.2 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 the Publisher. The Publisher 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.

14.3 Where two or more persons are named on the Advertising Agreement as the Advertiser, their liability shall be joint and several.

14.4 No variation of these Conditions shall be binding unless agreed in writing and signed by an authorised representative of the Publisher or in the case of any stock amendments, unless the Publisher confirms receipt of a stock advertising confirmation e-mail (in the prescribed form as provided by the Publisher).

14.5 No waiver or indulgence by the Publisher shall be effective save in relation to the matter in respect of which it was specifically given.

14.6 If any provision of these Conditions is found by any competent authority to be invalid, unlawful or otherwise unenforceable then such provision shall be severed from the remaining Conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

14.7 Nothing in these Conditions 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.

14.8 The Advertising 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