Dealer Contract Terms And Conditions

1. Introduction

MyCarQuotes.co.uk ("the Website") is owned and operated by Simply Cars Limited ("Simply Cars"). The Company is Registered in England and Wales Registration Number 6004433. The Company is Registered at Barn Studio, Lane End Farm, Beeby, Leicester, LE7 3BL. The Website is made available for use by manufacturer franchised dealers in the UK only. Please read these terms carefully before using the Website. Simply Cars also recommends that you read the Privacy Policy and the Website Disclaimers which are to be considered as part of and incorporated into these terms. Each time you access the Website you agree to be bound by these terms and conditions. If you do not agree to be bound by these terms please cease all use of the Website immediately.

2. Contract

1. These terms and conditions apply to all access and/or use by you of the Website and the Service provided by Simply Cars to the exclusion of all other terms. These terms supersede all previous terms and conditions and you acknowledge that you do not rely on any representation and/or warranty that is not contained in these terms. These terms may be modified at any time and it is your responsibility to keep them under review. Your continued use of the Website is acceptance of any modification we make and it will be deemed to apply to any subsequent contract.
2. The contract between you and Simply Cars will be formed when Simply Cars accept your registration details and issue you with a User name and password and shall continue until terminated by either party giving to the other not less than one month's prior written notice, subject always to prior termination as specified in these terms. The contract will not be filed by Simply Cars and will not be available to you but you may print out and store these terms.
3. In these terms unless the context otherwise requires the following words have the following meanings:

   Term	Meaning
   "Confidential Information"	means any and all information acquired by either party about the other party's business and/or given by one party to the other party and/or generated by either party from the other party's confidential information;
   "Data Controller"	means the organisation responsible for determining the purposes for which Personal Data is processed;
   "Data Processor"	means, in relation to Personal Data, any person (other than an employee of either Party) who processes data on behalf of either party;
   "Data Subject"	means the individual who is the subject of Personal Data;
   "Force Majeure Event"	means any occurrence which hinders, delays or prevents the performance of any of a party's obligations and which is beyond the control of, and without the fault or negligence of, such party and which by the exercise of reasonable diligence it is unable to prevent or provide against;
   "Intellectual Property Rights"	means all and any patent, copyright, database right, design right (registered and/or unregistered), trade mark (registered and/or unregistered), know how Confidential Information or other industrial or intellectual property right subsisting anywhere in the world whether in existence now or in the future and all rights to apply for the same and all rights of action with regard to any infringement of the same;
   "Know How"	means Simply Cars' know how, methodologies and expertise which is relevant to its Intellectual Property Rights or their design, configuration, manufacture, production or assembly and which is not publicly known and which has been devised or developed by its Simply Cars or acquired by it, including but not limited to that in connection with the Service;
   "Liability"	means actions, awards, costs, claims, damages losses (including without limitation any direct or indirect consequential losses), demands, expenses, fines, loss of profits, loss of reputation, judgments penalties and proceedings and any other losses and/or liabilities;
   "Personal Data"	means data relating to a living individual who can be identified from the data or from information which is in or likely to come into, the possession of either Party;
   "Processing"	means obtaining, recording or holding data, or carrying out any operation on the data, including organising, adapting, altering, retrieving, consulting, using, disclosing or destroying the data and "Process" shall have a corresponding meaning;
   "Purpose"	means the capture by you of data controlled by you and relating to new vehicles which you are legally entitled to sell, including price, specification, discounts, age, registration details, any repairs required, stocks of vehicles and location in the Territory and/or the input of such data into the Simply Cars' computer systems via the Website and transmission of the same to potential purchasers and the capture from Simply Cars via the Website of sales leads for new vehicles;
   "Service"	means the provision by Simply Cars of new vehicle sales leads via the Website accessed by you remotely;
   "Territory"	means the United Kingdom;
   "Use"	means accessing the Website for the Purpose;
   "User"	means an employee of yours named or otherwise identified to the Simply Cars;

4. You shall Use the Website strictly in accordance with these terms and Simply Cars' policies and procedures as communicated via the Website from time to time. You may Use the Website to provide quotes for the sale of new vehicles which you are legally entitled to sell to potential purchasers but all and any contracts for the sale of vehicles shall be made with any potential purchasers on such terms and conditions as you agree with the relevant potential purchasers and Simply Cars shall have no Liability in relation to any transaction completed or attempted by you using the Website.

3. The Service

1. Simply Cars will endeavour to provide you with the number of sales leads for which you have agreed to pay the requisite charges and the sales leads will be validated by Simply Cars by obtaining and checking detailed contact information and by obtaining from the contact certain details such as the new vehicle specification, details of how they intend to finance their purchase, their timescales for purchase and any part exchange information.
2. Simply Cars will contact each sales lead before passing it to you, to identify the potential purchaser's new vehicle preferences, timescales for purchase and readiness to buy.
3. You will provide quotes only for new vehicles which you have available for sale and which you are legally entitled to sell. Such quotes you provide will be passed to a potential purchaser.
4. If any potential purchasers express interest in your quotes Simply Cars will validate the request for contact with you before passing the sales lead to you.
5. You shall follow up every sales lead passed to you by Simply Cars in a timely, proactive and courteous manner and use reasonable care and skill to convert the sales leads into a sale.
6. The Service the Website and all other material, information and services made available to you by Simply Cars are part of Simply Cars' application service provision computer system (the "ASP System"). The ASP System comprises hardware, software, firmware and communications facilities which are continually amended and updated and may involve third party suppliers.
7. You acknowledge and agree that any part of the ASP System may be amended from time to time provided that where any such change requires ASP System downtime or will substantially affect the operability of the Website, Simply Cars will endeavour to give as much notice as possible.
8. Simply Cars shall use its reasonable endeavours to ensure that the Website will (subject to other terms) be available 24 x 7 x 365.
9. In order for you to gain access to and Use the Website Simply Cars grants to you a non-exclusive, non-transferable licence to access and Use the Website for the Purpose and no other purpose;
10. Simply Cars shall use all reasonable endeavours to ensure that the data which you provide will be kept confidential and will not knowingly be disclosed to any third party other than their successors in title unless required by law or an appropriate authorised authority.
11. You acknowledge and consent to the transmission of data from you via the Website to potential purchasers of vehicles and/or the successors in title to Simply Cars.

4. Use of the Website

1. The Website may only be accessed and Used by the number of Users who have been issued with a login ID and password.
2. If you require multiple logins on the same username password this is strictly subject to prior agreement of Simply Cars.
3. Simply Cars reserves the right to monitor your Usage of the Website.
4. You are solely responsible and liable for Use of the Website by your Users including but not limited to proper Use of login IDs and passwords. The login IDs and passwords must be kept confidential and not disclosed to any other User and you must notify Simply Cars immediately if you suspect that there has been any breach of this provision.
5. Shared access to the Website with anyone else is not permitted without Simply Cars' prior consent.
6. You shall not reproduce or redistribute, use, store, download, sell or deal with the Website, any applications or the software comprising the Website in any form other than in accordance with these terms.
7. You shall be liable to indemnify Simply Cars for any loss Simply Cars suffers and/or to reimburse Simply Cars for the gain you obtain in contravention of these provisions.
8. You shall reproduce or, if omitted, add the copyright symbol and the name of Simply Cars Limited to all copies (authorised or otherwise) of the Website or these terms made whether in printed form, magnetic or any other media.
9. You acknowledge that you are aware that Use of the Website whether by accessing, utilizing, storing, providing information via the Website or otherwise dealing with the same may be subject to certain statutory or other external regulations, conditions and restrictions (including but not limited to data protection, financial services, etc regulations). You undertake to comply with all laws, regulations, conditions or restrictions relevant to your Use of the Website and the provision of information via the Website to members of the public.
10. Other than with the prior written consent of the Simply Cars, you are expressly prohibited from using or redistributing the Website for the purposes of:
1. acting, either yourself or in conjunction with any other party, as an application service provider or enabler;
2. commercial redistribution or reproduction through your own or any third party network, cable or satellite system;
3. permitting or allowing the Website or any software comprised in it to infringe third party rights or be infringed or otherwise prejudice the proprietary rights of the Simply Cars;
4. allowing any third party to access the Website or the ASP System unless expressly permitted by Simply Cars.
11. Any unauthorized access to or use of the Website or the ASP System will entitle Simply Cars at its sole discretion to terminate access rights to the Website and/or the ASP System immediately (temporarily or permanently).
12. You shall not without Simply Cars' express prior written consent, and shall ensure that no other person shall:
1. make any additions, modifications, adjustments or alterations to the Website or the ASP System;
2. attempt to rectify or permit any persons other than Simply Cars or its agent to rectify any fault or inaccuracy in the Website or ASP System;
3. otherwise tamper with the Website or ASP System;
4. use your means of access to the Website in a manner which is inconsistent with these terms and conditions;

5. Fees and Charges

1. You shall pay to Simply Cars £25 plus VAT for each sales lead provided to you. This charge may be varied from time to time by Simply Cars giving you 30 days' prior written notice and such variation shall take effect on expiry of the notice period unless you elect to terminate your contract in accordance with the provisions of section 2. Payment of all charges shall be made without deduction, set-off, counterclaim or withholding.
2. You will decide the maximum amount of sales leads you require each month and the charges for them are payable by debit or credit card within 30 days after the end of the month in which the sales leads are passed to you. Time for payment shall be of the essence. If Simply Cars agree that they have been unable to provide the number of sales leads you have agreed to pay for in any stated period they will only charge you for the number passed to you. If Simply Cars agree that they have not successfully validated a sales lead passed to you they will pass another sales lead to you free of charge.
3. In the event of late/non-payment of any of the charges, Simply Cars reserves the right (without liability) to bar your access to the Website and/or the ASP System by whatever means it deems appropriate until such time as payment is received in full.
4. Simply Cars may charge interest (both before and after judgement) on any amount overdue at the rate of 4 per cent over its bank's base rate compounded with monthly rests or such rate as is prescribed by law whichever is the higher from the due date until the total invoice sum has been paid.

6. Intellectual Property Rights

1. You acknowledge that any and all of the copyright, patents, trade marks, and other intellectual property rights subsisting in or used in connection with the Website and/or the ASP System including the manner in which it is comprised, compiled, presented or appears ("look and feel") and all information, documentation and manuals relating to the same are (unless another owner is specified such party being referred to as the "Owner") the property of Simply Cars or the Owner (as the case may be) and you shall not question or dispute the ownership by Simply Cars or the Owner as the case may be of any such rights.
2. You shall not at any time without the prior written consent of Simply Cars or the Owner as the case may be or to the extent only permitted by the applicable law, abuse or permit the abuse of such copyright, patent or other intellectual property right or use or adopt any trade mark, trade name or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade name or commercial designation used by Simply Cars or the Owner as the case may be.
3. You undertake not to reproduce, adapt, translate, arrange or make available to any third party, either directly or indirectly, any part of the Website, the ASP System or their contents except to the extent that and for so long as you are expressly permitted to do so by these terms.
4. You acknowledge that civil and criminal penalties may be incurred in the event of any infringement of the copyright and/or other rights in relation to the Website or the ASP System and that any such infringement may result in incalculable damage and/or loss to Simply Cars and/or the Owner, and you agree that Simply Cars or the Owner shall be entitled to immediate injunctive relief to restrain any actual or apprehended infringement. You will indemnify Simply Cars and/or the Owner in full, against all loss, damage, costs and expenses (including loss of profit) which may be incurred by Simply Cars and/or the Owner by reason of any infringement by you.

7. Confidential Information and Data Protection

1. All information, facilities, software and services in and relating to the Website the Service and/or the ASP System and/or their marketing is confidential and proprietary to Simply Cars and you agree that you will use such confidential information solely for the Purpose and that you shall not disclose it, whether directly or indirectly, to any third party other than as required to carry out the Purpose.
2. These provisions shall not prevent the disclosure or use by either party of any information which is or through no fault of the receiving party, becomes public knowledge or to the extent permitted by applicable law.
3. Both Parties undertake to comply with the Data Protection Act 1998 ("the Act") and shall procure that their employees, agents and subcontractors shall observe the provisions of such Act (as applicable) or any amendments and re-enactments of it.
4. You shall not store, copy, disclose or use Personal Data obtained from Simply Cars except as necessary for the performance of the Purpose and/or your obligations under these terms.
5. To the extent that Personal Data is held and/or processed by either Party, it shall perform secure back-ups of it and store up-to-date back-ups of such Personal Data off-site.
6. Both Parties shall:
1. use all reasonable skill and care in relation to its processing of any Personal Data and to preserve its integrity and to prevent any corruption or loss of it or unauthorised access to it;
2. on written request of the other Party and at its cost promptly provide that other Party such copies of any relevant Personal Data held by the first Party in order to comply with any subject access request made under the Act;
3. on receipt of any updating material in respect of any Personal Data promptly modify the relevant Personal Data in accordance with the updating material;
7. The Parties agree that all data provided and used via the Website and/or the ASP System may be used for the provision of quotes for vehicles and sales leads in relation to new vehicles.

8. Liability

1. Simply Cars undertakes to use all reasonable endeavours to ensure that the Website is accessible and that if any material errors occur they will addressed as soon as possible. You shall check for accuracy all information provided by you or on your behalf to Simply Cars or any member of the public or via the Website and/or the ASP System or otherwise and shall be entirely responsible for the accuracy and completeness of all information provided. Simply Cars shall have no Liability for any information, representations, warranties, specifications or details provided by you or on your behalf and no Liability for any failure to convert into actual sales any sales leads provided by Simply Cars.
2. Neither Party excludes or limits liability to the other Party for any liability which it cannot exclude or limit as a matter of law including death or personal injury due to negligence, fraud or breach of the implied terms as to title as set out in section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982.
3. Subject always to section 8.2 the entire liability of Simply Cars under or in connection with its agreement with you whether for tort (including negligence) misrepresentation, breach of contract, breach of common law or otherwise, for direct loss or damage arising out of each act, omission or default or series of related acts omissions or defaults or otherwise shall not exceed one hundred percent (100%) of the total charges paid to Simply Cars by you.
4. Subject to section 8.2 in no event shall Simply Cars be liable for:
1. indirect or consequential loss or damage or
2. loss of profits or
3. loss of business, or
4. loss of revenue or
5. loss of or damage to goodwill or
6. loss of anticipated savings or opportunity or
7. loss of data or
8. business interruption or
9. loss or damage incurred by you as a result of third party claims.
5. Simply Cars shall have no Liability for anything caused or contributed by you to the extent it is caused or contributed by you.
6. If for any reason the exclusion of liability in section 8.4 above is void or unenforceable, in whole or in part Simply Cars' total liability to you for all loss or damage shall be as provided in section 8.3
7. You shall give Simply Cars a reasonable opportunity to remedy any matter for which it is liable before you incur any costs and/or expenses in remedying the matter yourself and if you do not Simply Cars shall not be Liable to you.
8. All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.

9. Indemnity

You undertake fully and effectively to indemnify and keep indemnified at all times Simply Cars against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by Simply Cars directly or indirectly in respect of (i) any information, representations, warranties, specifications or details provided by you or on your behalf at any time (ii) breach by you of any of these terms or any contract made or to be made between you or any of your agents and any member of the public and (iii) any representation made by you or on your behalf to any member of the public including potential purchasers.

10. Termination of Your Contract with Simply Cars

1. Without prejudice to any other rights such party serving notice may have, either party may immediately terminate the contract by written notice to the other if any of the following events shall occur:
1. if the other party commits any breach of these terms or conditions and fails to remedy such breach within (30) thirty days after receiving written notice requiring it to do so;
2. if the other party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a private limited or a public limited company or equivalent organisation in any jurisdiction) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a genuine reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution shall be threatened or levied upon any equipment and/or software or other property or if it is unable to pay its debts.
2. Termination of the contract shall be without prejudice to any accrued rights of either party and shall not affect obligations which are expressed not to be affected by expiry or termination hereof.
3. Within seven (7) days after the date of expiry or termination of the contract for whatever reason, you shall uninstall/purge/expunge from your systems, all copies of any parts of the Website and if requested furnish Simply Cars with a certificate, certifying that this has been done.

11. Force Majeure

Neither party shall be liable to the other for failure, interruption, delay or any other matters of any nature arising out of a Force Majeure Event, the failure of or interruption to the ASP System, any software or problems associated with transmission or access by/to the ASP System, the unavailability of upgrade material, information or applications for or to update the ASP System or the requisitioning or other act or order by any government department, council or other constituted body.

12. General

1. All notices to or by the respective parties shall be in writing in the English language and shall be deemed to have been duly given when delivered by hand, posted by recorded delivery post or sent by facsimile to Simply Cars at their address on the Website or to you at the address registered with Simply Cars:
2. Notices delivered by hand or sent by facsimile shall be deemed received the first working day following such delivery or sending. Notices which have been posted as above shall be deemed received on the 3 working day following posting
3. You shall not assign or transfer the contract or any of your rights under it to any other person, firm or company.
4. Failure or neglect by the either Party to enforce at any time any of the provisions of this contract shall not be construed nor shall be deemed to be a waiver of that Party's rights nor in any way affect the validity of the whole or any part of the contract nor prejudice that Party's rights to take subsequent action.
5. These terms and the contract with Simply Cars shall be governed and construed in accordance with English Law and the Parties shall submit to the exclusive jurisdiction of the English Courts.
6. All third party rights are excluded and no third party shall have any rights to enforce this contract
7. Nothing in these terms is intended to or shall operate to create a partnership, agency, employment or joint venture of any kind between the parties.

Disclaimers

Please read these terms and conditions carefully before using this Web Site. These terms and conditions apply to the entire contents of this Web Site [“Web Site”] and to any correspondence by email or telephone between Simply Cars and Users. By accessing or using the Web Site, Users agree to be bound by the provisions set out below. If a User does not agree to be bound in this way, access or use or the Web Site should cease immediately.

Simply Cars may modify these provisions at any time. Any such modifications are effective immediately from the time they are included on the Web Site. Users agree to review these provisions regularly to ensure they become aware of any modifications to them.

Intellectual Property

All intellectual property rights, including but not limited to all and any patents, copyright, database rights, design rights (whether registered or unregistered) trade mark (whether registered or unregistered) or other industrial or intellectual property rights subsisting anywhere in the world and all rights to apply for the same in or relating to this Web Site (“Intellectual Property”) is the property of Simply Cars Limited (Simply Cars) or of third parties who Simply Cars has agreed can put their intellectual property on the Web Site. No Intellectual Property relating to the Web Site may be used or reproduced in any form, whether electronically or otherwise, without the prior consent of Simply Cars. “autoleadsolutions” is a trade mark and is the property of Simply Cars. Other product and company names contained in the Web Site may be the trade marks of their respective owners. All copyright, including copyright in the Web Site design, text, pictures, graphics and the selection and arrangement of them and all software, compilations, coding, source code, databases and all other material on the Web Site are copyright 2006 Simply Cars Limited unless otherwise acknowledged. ALL RIGHTS ARE RESERVED.

Infringement of Simply Cars' copyright in the Web Site or the materials associated with the Web Site may lead to criminal and/or civil sanctions in the UK, US and other countries.

Permission is granted to Users to copy electronically and to print hard copy portions of the Web Site for the sole purpose of using the Web Site as a research and information resource provided the User agrees not to change and/or delete any content, web design and/or layout contained in that material. Any other use of materials on the Web Site, including modification, distribution or republication, are strictly prohibited.

If you believe that any content of the Web Site in any way infringes intellectual property rights belonging to you or any third party, please contact Simply Cars immediately.

Cookies

Cookies are software applications which are placed on the hard drive of computers by websites. The aim of a cookie is to track a User's navigation of the web site and store the information on the User's hard drive. This information should make the User's web site visits more productive by storing and using information on web site preferences and habits. They do not identify Users individually but they do identify a User's computer. Your browser software can choose whether or not to accept cookies and most browser software is initially set up to accept them. Simply Cars may offer cookies to Users and Users should ensure that their browser software is set not to accept cookies if they do not wish to receive them. Further information on cookies and how you can remove cookies from your browser is provided by the Interactive Advertising Bureau on its web site which is located at www.allaboutcookies.org.

Encryption

Please note that any e-mail sent to or from Simply Cars via the Web Site and any attachments will not be encrypted unless prior written notice is given on the website. They may therefore be liable to be compromised. This is an inherent risk in relation to e-mail.

Simply Cars does not, to the extent permitted by law, accept any liability (whether in contract, negligence or otherwise) for any external compromise of security and/or confidentiality in relation to transmissions sent by e-mail.

Data Protection

Simply Cars will comply with the requirements of all Data Protection legislation in force in England and Wales from time to time. Please see the Privacy Policy on the Web Site for further information.

Viruses

Please note that viruses and similar destructive programs are an inherent risk of communication via the Internet.

Simply Cars will use its reasonable endeavours to prevent contamination of any material sent to Users with any virus or similar destructive code.

Simply Cars does not, to the maximum extent permitted by law, accept any liability for any virus or similar destructive code which computer equipment and/or software used by Users may suffer as a result of their accessing the Web Site and/or any other communication via the Internet between Users and Simply Cars.

It is each and every User's responsibility to scan what he/she chooses to download from Simply Cars' web site to ensure that it is free of such items as viruses, worms, trojan horses and other similar destructive code.

Confidential Information

The Internet is not a secure medium and privacy cannot be assured. We cannot accept any responsibility for any harm or damage you may experience or incur by sending personal or confidential information to us over the Internet or if we send you such information at your request.

If you choose to give us personal information via the Internet we may need to correspond with you, for example, to let you know how we will use such information. If you inform us that you do not wish to have this information used as a basis for further contact with you then we will respect your wishes.

Links to other sites

The Web Site contains links to web sites operated by third parties; links are provided solely for the User's convenience. The operation of such web sites is entirely outside Simply Cars' control and the User proceeds at his own risk. Simply Cars has not reviewed the content of any third party web sites and it is not responsible for their content or availability. Simply Cars does not endorse or sponsor the products, services or content Users may access through any linked site.

The User acknowledges and agrees that all third party suppliers of products, services or content through links contained on this Web Site are independent entities and Simply Cars shall not be liable in respect of any act or omission on the part of such third parties, including without limitation with respect to product liability claims or any claim of negligence or wrongful act of such third parties and Simply Cars shall have no contractual or other relationship or obligations with the User or any such third parties in this respect.

Links to the Website may only be made with the prior permission of Simply Cars.

Advertising and sponsorship

Areas of the Web Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Web Site complies with all legal and regulatory requirements. Simply Cars will not be responsible for any error or inaccuracy in advertising material.

General Disclaimers

Neither Simply Cars nor any of its affiliates, directors, employees or other representatives will be liable for losses arising out of or in connection with the use of the Web Site.

Simply Cars is only providing the Web Site and its contents on a “as is” basis and Simply Cars makes no (and expressly disclaims all) representations and/or warranties of any kind with respect to the Web Site or its contents including without limitation warranties of satisfactory quality and/or fitness for a particular purpose. In addition Simply Cars does not represent or warrant that the information accessible from or via the Web Site is accurate, complete or current.

The limitations of liability in relation to the Web Site applies to all damages of any kind, including, without limitation, compensatory, direct, indirect or consequential damages, loss of data, income, production or profit, loss of or damage to property and claims of third parties.

Consumers have certain statutory rights regarding the supply of defective services and claims in respect of losses caused by any negligence of Simply Cars or failure by Simply Cars to carry out any of its obligations. Nothing contained in these terms shall affect the User's statutory rights.

Users are liable for any telephone charges and any charges made by their internet service provider as a result of their use of the internet service.

Any rights not expressly granted by Simply Cars are reserved.