TERMS AND CONDITIONS - PPC

for advertising/lead generation on the Netcars Website

1. Definitions

1.1. Words and expressions used in these terms and conditions shall, unless the context expressly requires otherwise, have the same meaning given to them in the Sales Acknowledgement (as defined below).

1.2. In these terms and conditions, the following words have the following meanings:

2. Service

2.1. We agree to provide and you accept the Service subject to and on the terms of these Conditions and any specific terms set out in the Sales Acknowledgement.

2.2. The contract between you and us relating to the Service will be deemed to come into existence only when we accept your Sales Acknowledgement.

3. Dealer Manager

3.1. Upon initiation of the Service you will be provided with a login name and password which will enable you to access and use the Dealer Manager application.

3.2. You warrant to us that all details provided to us in your Sales Aknowledgement or at any time thereafter are correct, complete and not misleading. You must inform us immediately of any changes to the information that you have provided to us.

3.3. You must keep your password safe and secure and must not disclose it to anyone.

4. Our right to suspend or cancel your registration

We may suspend or cancel your registration immediately at any time if you breach any of your obligations under these Conditions or if we reasonably suspect that a fraud is being perpetrated against us or any third party.

5. Copyright and other intellectual property rights

5.1. You confirm and acknowledge that all copyright, trade marks, service marks, logos and any other rights in our trademarks, designs, logos and the Website, together with any goodwill are and shall remain our sole and exclusive property and that you shall not acquire any right or interest in such trademarks, designs, logos or the Website, nor in any developments or variations to them.

5.2. You agree that in performing the Service, we shall be entitled to access and upload any information, data, text or graphics from your website as are necessary for the purposes of completing the Advertisement in the Advertising Space.

5.3. We shall not make any use of any information, data, text or graphics provided to us by you or a third party on your behalf save for the purposes of promoting your business in the Advertising Space.

6. Charges

6.1. Each time a visitor to the Website clicks on one of your vehicles the site generates a deep link to the vehicle page on your own website that displays the details of that vehicle and you will be charged a fixed amount per deep link in accordance with the Sales Acknowledgement ("the Charges").

6.2. Charges shall be payable by you in arrears. We shall invoice you twice monthly by emailed electronic invoice on the 1st day and the 16th day of each month in relation to the Charges incurred during that preceding period. All invoices are payable within 10 working days of their date and shall be paid by you by direct debit.

6.3. Details of all Charges will be displayed in the invoices and a full history of all Charges will be stored in your section of the Dealer Manager application.

6.4. We make no representations as to the number of times the Advertising Space will be accessed, the number of deep links to your website or the number of leads that will be generated.

6.5. In the event of late payment or underpayment of any monies due to us, you shall pay us interest on such monies accruing from day to day calculated at the annual rate of 3% above the base rate from time to time in force of Lloyds Bank plc on such payment from the due date for payment until the actual date of payment (both before and after judgment).

7. Use of the Advertising Space

7.1. You warrant that:

7.1.1. the reproduction and/or publication of any Advertisement by us will not breach any contract or infringe or violate any copyright, trademark or any other personal or proprietary right of any person or render us liable to any claim, liability or proceedings whatsoever;

7.1.2. each Advertisement:

7.1.2.1. is accurate, complete and true and does not contain any information which is out of date; and

7.1.3. each Advertisement, the contents of Your Website and other content accessible by any link from Your Website:

7.1.3.1. complies with all applicable UK and EU statutory and regulatory requirements;

7.1.3.2. is not defamatory of any person or obscene, offensive, threatening or abusive;

7.1.3.3. does not infringe any copyright, database right or trade mark of any other person;

7.1.3.4. is not likely to deceive any person or promote any illegal activity or discriminate against any person based on race, sex, religion, nationality, disability, sexual orientation or age; and

7.1.3.5. does not misrepresent our involvement.

7.2. You must:

7.2.1. obtain and maintain in force all licences, permissions and consents which may from time to time be necessary for you to use the Service and must cease using the Service in the event that any such licences, permissions or consents expire or are revoked; and

7.2.2. comply with all applicable laws and regulations (including the Data Protection Act 1998) in connection with all contact made with you by visitors of the Website.

7.3. Where you act as an agent of a third party, you warrant that you are authorised by that third party to place the Advertisement with us and that you will indemnify us against any claim made by that third party against us arising from its publication.

7.4. Without prejudice to your obligations in respect of Advertisements under this Condition 7, we reserve the right, to remove at any time and without notice any Advertisement which fails to comply with these Conditions. For the avoidance of doubt whilst we reserve the right to correct any content of Advertisements, we accept no responsibility for checking such content for conformity with these Conditions and any such checking will not relieve you of your obligations under these Conditions.

7.5. You acknowledge and agree that the information you provide to us may be utilised by us and disclosed to third parties.

7.6. We will use our reasonable endeavours to operate the Website. We will not be liable if you cannot access the Website or because of the failure, suspension or withdrawal of all or part of the Website. We may change, suspend or cancel the operation of the Website or any part of it at our sole discretion at any time.

8. Third Party Websites

You acknowledge that the Advertisements may be accessed via third party websites and that these linked sites are not under our control. We are not responsible for the content or operation of such linked sites or any link contained in such linked site and any changes or updates to such sites. The inclusion of any link does not imply endorsement by us of the linked site or any association with its operators.

9. Indemnity

9.1. You agree to indemnify and keep us, our employees, directors and agents indemnified from and against any and all liability, damages, losses, claims (including legal fees) resulting in any way from or connected with the use of the Dealer Manager application or the Advertising Space by you, your employees or agents or any breach by you, your employees or agents of these Conditions.

10. Termination

10.1. We may, without limiting any other right or remedy available to us, terminate the Contract and remove all Advertisements from our Website with immediate effect if:

10.1.1. you commit any material breach of any of the Contract and that breach (if capable of remedy) is not remedied within 5 working days of being given notice requiring it to be remedied;

10.1.2. an order is made or a resolution is passed for your winding up or an administrator is appointed to manage your affairs, business and property or a receiver and/or manager, or administrative receiver is appointed in respect of all or any of your assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up order or you take or suffer any similar or analogous action in consequence of debt.

10.2. For the avoidance of doubt, non-payment of any Charges shall constitute a material breach for the purposes of Condition 10.1.1.

10.3. Upon termination of the Contract pursuant to Condition 10.1 you shall pay to us a sum equal to the whole of the Monthly Cap Payments that would (but for the termination) have been payable if the Contract had continued from the date of termination to the end of the Contracted Period or relevant Renewal Period (as the case may be). Your obligation to pay such sum shall be absolute, irrespective of the fact that the Service will not be provided following termination and the sum payable shall be agreed compensation for our loss and shall be payable to us in addition to any other sums payable as at the date of termination.

11. Assignment

The Service is personal to you and you agree not to assign, transfer or charge your rights or obligations under these Conditions without our prior written consent. We may assign or sub-contract the Service and/or the contract with you in whole or in part without your consent.

12. Governing Law

These Conditions shall be subject to the laws of England and you and we agree to submit to the exclusive jurisdiction of the English Courts.

13. General

13.1. Applicable laws require that some of the information or communications we send to you should be in writing. When using the Website, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

13.2. All notices given by you to us must be given to JLR Digital Limited at Albion Works, 12-18 Pollard Street, Manchester M4 7AJ, email: admin@netcars.com. We may give notice to you at either the e-mail or postal address you provide to us when submitting your Registration Form, or in any of the ways specified in condition 13.1. Notice will be deemed received and properly served immediately when posted on the Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

13.3. Our failure to act or delay in acting in respect of any breach by you of these Conditions will not waive our right to act in respect of any subsequent or similar breach.

13.4. If any provision of these Conditions or the Sales Acknowledgment is held to be invalid, unlawful or unenforceable to any extent, such provision will to that extent be severed from the remaining provisions which will continue to be valid to the fullest extent permitted by law.

13.5. These Conditions, the Sales Acknowledgement and any document expressly referred to in them represent the entire agreement between us in relation to their subject matter.

13.6. We have the right to amend these Conditions from time to time either by email or by posting the amended Conditions on the Website. Except where any amendment to these Conditions is required by law, all amended Conditions will be effective either on receipt by you of our email or 28 days after they are initially posted on the Website (as the case may be).

13.7. No agency, partnership, joint venture or employee-employer relationship is intended to be created between you and us by virtue of the contract between you and us.

13.8. The contract between you and us is made for the benefit of you and us and is not intended to benefit, or be enforceable, by anyone else.

13.9. In the event of any ambiguity or conflict arising between the terms of these Conditions and those of the Sales Acknowledgement, the terms of the Sales Acknowledgement shall prevail.