FETCHAUTO GENERAL TERMS AND CONDITIONS FOR DEALERS
The General Terms and Conditions are valid from March 10, 2020.
The following General Terms and Conditions (hereinafter referred to as "GTC-D") apply to dealers using the services provided and operated by FETCHAUTO LIMITED, a company registered in England and Wales under company number 12250311 with its registered office at 1 (Office 6050), Fore Street Avenue, Barbican, London EC2Y 9DT (hereinafter referred to as "Fetchauto").
The GTC-D govern the use of Fetchauto’s website and mobile applications made available in the United Kingdom (hereinafter referred to as "Fetchauto Service") by Dealers (as defined in A.I.§ 2(1)). By accessing or using the Fetchauto Service or otherwise indicating your consent, Dealers agree to be bound by the GTC-D. If as a Dealer you do not agree with or accept any of the provisions of the GTC-D, you should stop accessing or using the Fetchauto Service immediately.
You can contact Fetchauto by:
a) emailing email@example.com; or
b) writing to us at 1 (Office 6050), Fore Street Avenue, Barbican, London EC2Y 9DT.
§ 2 General
(1) The Fetchauto Service provides corporate legal entities, individuals acting as an agent or representative of such corporate legal entities and individuals acting in their commercial capacities (such as a sole trader) (referred to in these GTC-D as "Dealers" or “you” or “your”) with an online advertising space for the sale of motor vehicles. Fetchauto also provides individuals acting in their personal capacity (hereinafter referred to as "Consumers"; Consumers and Dealers collectively referred to as "Users") with a search function through which Consumers can sort and search for motor vehicles and certain other functions including but not limited to those set out in § 3 (hereinafter referred to as "The Platform"). Certain functions and services may not be available through all Fetchauto Service outlets or may require the creation of an Fetchauto user account.
(2) The GTC-D apply exclusively to the relationship between Fetchauto and the Dealers using the Fetchauto Service. For the relationship between Fetchauto and Consumers, only the General Terms and Conditions for Consumers ("GTC-C") shall apply [insert link to the GTC-C].
(3) To the extent permitted by applicable law, these GTC-D together with any other additional terms of Fetchauto which also apply to the Dealer’s use of the Fetchauto Service (or any part of it), including its privacy policies, constitute the entire agreement and understanding between you and Fetchauto relating to the Fetchauto Service, and supersede and extinguish any and all prior agreements, arrangements, statements and understandings, except for any fraud or fraudulent representation by either you or Fetchauto.
(4) Except as expressly provided, no terms and conditions, standard or otherwise, contained on any invoice, order form, licence or other document of the Dealer shall apply to the subject matter of the GTC-D unless incorporated as a variation agreed in writing between the parties and signed by the relevant representatives of each party.
(5) Fetchauto processes personal data of Users when providing its services. Information on how personal data is processed in the context of these GTC-D is available in Fetchauto’s privacy policies [insert link to the privacy policies].
(6) Fetchauto merely provides the technical means (in the form of databases or The Platform) through which information is conveyed on the Fetchauto Service. In particular, Fetchauto is not itself offering the motor vehicles for sale.
(7) Fetchauto is not involved in the relationship between Dealer and Consumer, neither as a party nor as a representative of any party. Contracts concluded as a result of the placement of advertising on the Fetchauto Service shall be concluded and executed without any participation of Fetchauto and, accordingly, Fetchauto assumes no responsibility arising out of or in connection with such contracts.
(8) Fetchauto seeks to make the Fetchauto Service as accessible as possible. If you have any difficulties using it, please contact Fetchauto using the contact details set out at the start of these GTC-D.
§ 3 Scope of Services
(1) The website and mobile applications made available as part of the Fetchauto Service are intended for use by Dealers residing in the United Kingdom. Fetchauto does not represent that content available on or through the Fetchauto Service is appropriate for use or available in other locations.
(2) Fetchauto provides an online platform for Dealers that acts as a marketplace ("Dealer Site") on which Dealers can upload the price and relevant information about motor vehicles they are selling (hereinafter referred to as "Car Information"). The Dealer Site provides a list of Dealers and their relevant business information, such as telephone number, geographic location as well as detail (make, model, equipment etc.) regarding the new and used vehicles they are selling. Consumers can select Dealers from the list and can either choose to provide their own contact information and wait for the Dealer to contact them (this process is hereinafter referred to as "Enquiry" and is described further below) or contact the Dealer themselves directly.
(3) Fetchauto will also make the Dealer's business information available after Consumers have selected a particular vehicle through the search function on The Platform. After reviewing the Car Information, Consumers can click on a button that is labelled with a term such as "Get a Quote", "Contact Dealer" or similar. By clicking this button, Consumers will be asked to either make an Enquiry or they can choose to directly contact a Dealer whose Car Information matches their search.
(4) Fetchauto will provide Dealers with all information supplied by a Consumer in their Enquiry, which includes the Consumer’s data such as name, telephone number, e-mail address and car preferences. Based on the information supplied by Consumers at the time of submitting an Enquiry, Fetchauto will also provide Dealers with a trending chart that shows how many Enquiries they have attracted.
(5) Furthermore, Fetchauto operates and provides an "Industry News & Information" page, similar to a news feed. This includes original content produced by Fetchauto or Users as well as industry news and links to articles, reviews and other information gathered from various websites.
(6) Display and scope of services may differ between the Fetchauto website and mobile applications.
(7) Enabling Consumers to contact a Dealer or transmitting Consumer information to the Dealer does not constitute a binding offer to conclude a contract by Fetchauto or the respective Consumer. Neither Consumers nor Dealers are obliged to sell or purchase the motor vehicle at the price displayed on the Fetchauto Service. Negotiations about the scope and the conclusion of a contract are conducted directly between the Consumer and the Dealer. § 1 (5) and (6) of these GTC-D shall apply in these circumstances.
(8) Fetchauto cannot guarantee that the Fetchauto Service, or any Content (as defined in § 11(1)) on it, will always be available, uninterrupted or error-free. Fetchauto reserves the right to temporarily suspend, withdraw or restrict: a)all or any part of the Fetchauto Service; and b)the possibilities of placing, retrieving and reviewing displayed information on the Fetchauto Service if this is necessary due to capacity limits, for purposes of server safety or integrity or in order to implement technical measures and solely if this serves to provide for a due, proper, or improved performance of the services, such as maintenance work.
(9) Dealers are entitled to use the Fetchauto Service and its functions only to the extent defined by these GTC-D.
§ 4 Registration/Dealer Account
(1) You may only use the Fetchauto Service for lawful purposes. You may not access or use the Fetchauto Service (or any Content (as defined in § 11(1)) on it): a)in violation of any applicable law; b)in a manner that is deceiving or fraudulent, or has any deceiving or fraudulent purpose or effect; c)to harm or attempt to harm any other person in any way; d)to contact a Consumer other than in connection with a genuine enquiry relating to the purchase of the motor vehicle in question; e)to access or interfere with another Dealer’s dealer account or information, impersonate another person, or create or use a false identity or contact details; f)to transmit, or procure the sending of, any unsolicited or unauthorised communications, including of advertising or promotional material (spam); g)to knowingly transmit any data, send or upload any material that is corrupt or contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware or perform any act that would cause the Fetchauto Service to become unavailable for use by others (including via any form of denial-of-service attack); h)to obtain or attempt to obtain unauthorised access to, or interfere with, damage or disrupt any part of the Fetchauto Service or any computer systems, equipment, software or networks on or through which the Fetchauto Service is stored or operated; i)to modify, adapt, decompile, disassemble, reverse engineer or create derivative works of the Fetchauto Service or any of the software comprised in or in any way making up a part of the Fetchauto Service; j)to scrape, reproduce, duplicate, copy, modify, rent, sell, lease, sub-licence, distribute, assign, or otherwise transfer or encumber rights to any element comprised in the Fetchauto Service, including any of the software comprised in or in any way making up a part of the Fetchauto Service; k)for the purpose of building a competitive product or service of the Fetchauto Service or any proprietary or third party software making up the Fetchauto Service, or copying its features or user interface; l)to remove, alter, or obscure any copyright, trade mark or other proprietary notices appearing in or on the Fetchauto Service; or m)in any way that is not authorised by Fetchauto or is detrimental to it or its third party service providers.
(2) The information which you upload on The Platform (including any Car Information) and any other communication to Users must be: a)your own original work and lawfully submitted; b)factually accurate or your own genuinely held belief; c)provided with the necessary consent of any third party; d)not defamatory or likely to give rise to an allegation of defamation; e)not offensive, obscene, sexually explicit, discriminatory or deceptive; and f)unlikely to cause offence, embarrassment or annoyance to others.
(3) You must not link to any page of the website made available as part of the Fetchauto Service.
§ 6 Suspension
(1) Fetchauto may take, in individual cases, the following measures on sufficient grounds that a Dealer has violated statutory provisions, the rights of third parties or these GTC-D: a)issue warnings toDealers; b)limit or restrict the use of the Fetchauto Service; and/or c)block Dealers for a limited period of time.
(2) In selecting the measure, Fetchauto will take into consideration whether there are indications that the Dealer is not responsible for the violation.
(3) Fetchauto may finally and conclusively suspend a Dealer from using the Fetchauto Service if the Dealer has repeatedly or seriously violated these GTC-D or for any other comparable important reason. Any User Agreement between you and Fetchauto will terminate immediately on the date that you are finally and conclusively suspended.
(4) If you are blocked or suspended, you may no longer use the Fetchauto Service and are not allowed to create a new dealer account.
(5) In the event that any of the information which you upload on The Platform (including any Car Information) breaches any statutory provisions or the provisions of these GTC-D, or violates the rights of any third parties without prior notice then without limit to any other rights or remedies available to Fetchauto under these GTC-D or at law, Fetchauto may: a)delete or edit such information; b)disclose such information to law enforcement authorities; and/or c)take any other action that Fetchauto considers necessary to remedy the breach.
§ 7 Term and termination
(1) If you register to create a dealer user account and enter into a User Agreement with Fetchauto, the User Agreement will continue in effect for an indefinite term it is terminated by you or by Fetchauto in accordance with these GTC-D.
(2) Dealers may terminate the User Agreement at any time. To do so, Dealers can close their dealer account at any time by contacting their personal consultant. The personal consultant is a representative of Fetchauto who is responsible for the maintenance of the Dealer's dealer account and who is allocated, and whose contact details are provided, to the Dealer upon registration of a dealer account.
(3) Without limit to any other rights or remedies available to Fetchauto under these GTC-D or at law, Fetchauto reserves the right to terminate the User Agreement with immediate effect pursuant to § 6(3) if you repeatedly or seriously violated these GTC-D or for any other comparable important reason, or if you breach applicable law. In all other circumstances, Fetchauto may terminate the User Agreement at any time with a cancellation period of 14 days.
§ 8 Warranty Disclaimer
(1) You shall be exclusively responsible for the contents of the Car Information. Fetchauto will not review the Car Information provided by you for correctness, legitimacy or completeness. Fetchauto makes no representations, warranties or guarantees, whether express or implied: a)that the Car Information or any prices displayed on The Platform is correct, complete or up to date, or that it complies with statutory provisions; b)as to the ownership, quality, authenticity or fitness for purpose of any motor vehicle advertised on the Fetchauto Service; and c)that you can supply the output of the configurator tool on The Platform.
(2) The Content (as defined in § 11(1)) on the Fetchauto Service is only for information purposes. It does not constitute advice and you should not rely on any Content to make (or refrain from making) any decision or take (or refrain from taking) any action.
(3) Fetchauto excludes any and all warranties and liabilities arising from the fact that contracts initiated or concluded on the basis of Car Information placed on the Fetchauto Service may be legally unenforceable or may in any other way result in legal or economic disadvantages for you or Fetchauto.
(4) The Fetchauto Service may contain other material submitted by Users or other third parties. Fetchauto shall not be responsible or liable for, and makes no representations, warranties or guarantees, whether express or implied, as to, the correctness, legitimacy or completeness of any material submitted by Users or other third parties that is displayed on the Fetchauto Service, including any Car Information, or any declarations made by Users or in respect of the identity or integrity of Users. The views expressed by Users and other third parties on the Fetchauto Service does not represent Fetchauto’s views or values.
§ 9 Hyperlinks and third party sites
(1) The Platform may contain hyperlinks or references to third party websites other than the website made available as part of the Fetchauto Service. Any such hyperlinks or references are provided for your convenience only. Fetchauto has no control over third party websites and accepts no legal responsibility for any content, material or information contained in them.
§ 10 Liabilit
Fetchauto does not exclude or limit in any way its liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by Fetchauto’s negligence or the negligence of Fetchauto’s employees, agents or subcontractors, and for fraud or fraudulent misrepresentation.
Except for any liability that Fetchauto cannot exclude or limit by law (as explained in A.I.§ 10(1)), Fetchauto will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
use of, or inability to use, or unavailability of, the Fetchauto Service (or any part of it) or websites linked to it;
use of or reliance on any Content (as defined in § 11(1)) on the Fetchauto Service; or
any inaccuracy or incompleteness of any information received by you or by Fetchauto through the Fetchauto Service.
Fetchauto will not be liable to you for any breach of these GTC-D caused by any event or circumstance beyond its reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes, breakdown of systems or network access, or flood, fire, explosion or accident.
Except for any liability that Fetchauto cannot exclude or limit by law (as explained in A.I.§ 10(1)), Fetchauto will not be liable for any losses that:
were not foreseeable to you and Fetchauto when these GTC-D were formed. Loss or damage is foreseeable if it is an obvious consequence of Fetchauto’s breach or if they were contemplated by you and Fetchauto at the time these GTC-D were formed;
were not caused by any breach on Fetchauto’s part; or
are suffered by non-Dealers.
In the event of damage, you shall make your best efforts or arrange for such efforts to be made without delay to limit the damage and its effects to a minimum.
§ 11 Ownership, Use and Intellectual Property Rights
Other than as set out in A.I.§ 11(3), the Fetchauto Service and all intellectual property rights in it, including but not limited to any text, images, graphics, video, audio or other multimedia content, or other information or material submitted to or on The Platform or Dealer Site (together hereinafter referred to as “Content”) are owned by Fetchauto or its licensors. Intellectual property rights means rights such as copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). Fetchauto and its licensors reserve all of its and their rights in any intellectual property in connection with the Fetchauto Service. This means, for example, that Fetchauto and its licensors remain owners of them and are free to use them as Fetchauto and its licensors see fit.
Nothing in these GTC-D grants you any legal rights in the Fetchauto Service other than as necessary to enable you to access and use the Fetchauto Service in accordance with these GTC-D.
You represent and warrant to Fetchauto that:
you are the sole owner of all rights in and to the information (including the Car Information) that you submit or that you are otherwise entitled (e.g. by effective permission of the rights owner) to: (i) submit such information; and (ii) to grant the rights of use and exploitation of such information set out in these GTC-D;
the information (including the Car Information) that you submit does not violate any third party’s rights.
Any information (including the Car Information) that you submit will be considered non-confidential and non-proprietary. By submitting such information, you (or therelevant rights holder) shall retain all ownership rights in such information, but you shall grant Fetchauto and its affiliated companies the following perpetual, worldwide, royalty-free, irrevocable, non-exclusive, transferable and sublicensable licence to use, reproduce, modify, publish, edit, translate, distribute, perform and display such information (in whole or in part) on the Fetchauto Service, and on any other websites or mobile applications operated by Fetchauto or its affiliated companies, or in any other media, including for the following purposes:
to make such information publicly available and to reproduce as well as distribute such information online;
to archive such information in any form and, in particular, to record them in digital form, to place them in databases and to store them on all known storage media and on any data carriers as well as to combine them with other works or parts of works;
to store, reproduce and make available or disseminate such information in whole or in part in electronic or other media (e.g. Internet, newspapers, magazines); and
to edit such information at will, in particular to change, shorten, supplement and combine them with other information.
In particular, Fetchauto is permitted to have the aforementioned actions carried out by third parties.
§ 12 Indemnification
You will be liable to Fetchauto and indemnify Fetchauto from and against any losses, damages, liabilities and costs (including costs of a necessary legal defence) suffered or incurred by or made against Fetchauto as a result of or in connection with any actual or alleged action, demand or claim that the use of the information (including the Car Information) by or on behalf of Fetchauto infringes any intellectual property rights of any third party.
You will inform Fetchauto without undue delay as soon as there is an indication of a relevant infringement of third parties or such an infringement becomes apparent.
§ 13 Viruses
Although Fetchauto takes all reasonable steps to protect its systems, you access and use the Fetchauto Service at your own risk. You are responsible for configuring your information technology, computer programmes and platform to access and use the Fetchauto Service. You should use your own virus protection software. We do not guarantee that the Fetchauto Service will be free from bugs or viruses.
§ 14 Changes or amendments to the GTC-D
Fetchauto may amend or change these GTC-D insofar as this is necessary for the implementation of amended legal requirements or amended supreme court rulings, due to changes in the financial circumstances of Fetchauto, changes in market conditions or due to technical changes or further developments of the Fetchauto Service.
The amended GTC-D (and details of the scope of the amendments) will be displayed on the website and mobile applications made available as part of the Fetchauto Service. By continuing to access and use the Fetchauto Service following any amendment to the GTC-D, you agree to be bound by any amendment made by Fetchauto. It is your responsibility to check the GTC-D from time to time to ensure that you understand the terms and conditions that apply at that time.Changes to the Fetchauto Service
Fetchauto may update or change the Fetchauto Service from time to time to reflect changes to its products or services, User needs and Fetchauto’s business priorities.
§ 15 Miscellaneous
These GTC-D and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. You and Fetchauto both agree that the courts of England and Wales will have non-exclusive jurisdiction.
These GTC-D are between you and Fetchauto. No other person shall have any rights to enforce any of the provisions of these GTC-D.
Fetchauto shall be entitled, with a notification period of four weeks to Dealers who have entered into a User Agreement, to assign or transfer, wholly or in part, its rights and obligations under these GTC-D to a third party.
Should one or more provisions of these GTC-D be or become illegal, invalid or unenforceable, this shall not affect the legality, validity and enforceability of its remaining provisions. The same shall apply if the GTC-D do not contain an essential provision. Such ineffective provisions shall be replaced primarily by legally effective provisions which come as close as possible to said ineffective provisions in economic terms.
Termination of these GTC-D for whatever reason shall not operate to affect the survival of the licence granted by the Dealer at A.I.§ 11(4), nor affect any provisions that expressly or by implication are intended to continue in force after termination of these GTC-D.