Deal Builder Terms & Conditions

Terms and Conditions

Deal Builder Business Rules (“Rules”)

8 May 2024

The Deal Builder product is provided subject to the Main Advertising Terms and Conditions (which are incorporated into these Rules by reference) and is available for use by Qualifying Advertisers.

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

DEFINITIONS
1. Advertiser’s Platform means, in respect of a Platform Customer, the Advertiser’s own platform (either proprietary or provided by a Third Party Integrator, as applicable), which may be (without limitation) a stock management, dealer management, enquiry management, order management, online sales channel or similar system used by the Advertiser and which integrates with the Deals API;
2. Appraisal Questionnaire means (where the Consumer obtains a Part Exchange Valuation as part of their Deal) the online questionnaire which is to be completed by the Consumer to provide the Banding of the Permitted Vehicle for the purposes of generating a Part Exchange Valuation;
3. 1. the Permitted Vehicle has not been used by the emergency services, used as a taxi, used by a driving school, or used as a lease vehicle;
  2. the Permitted Vehicle has not been categorised by insurers as a category S (formally category C, structurally damaged repairable) and/or category N (formally category D, non-structurally damaged repairable);
  3. the Permitted Vehicle has not sustained substantial accident damage, including damage that would, had it been assessed by an insurer, have rendered the car categorised as category A (scrap), category B (break), category S (formally category C, structurally damaged repairable) and/or category N (formally category D, non-structurally damaged repairable);
  4. any and all safety recalls applicable to the Permitted Vehicle have been dealt with in accordance with manufacturer instructions and, where required, any defect(s) fully remedied;
  5. where the Permitted Vehicle has a personalised registration number plate assigned to it, the Consumer has all rights, title, and interest to sell that registration plate; and
  6. the Permitted Vehicle has an accurate mileage reading;
4. Banding means (where the Consumer obtains a Part Exchange Valuation as part of their Deal) the banding of the Permitted Vehicle as either Poor, Fair, Good, Great or Excellent, which shall be assessed based on the Consumer’s responses to the Appraisal Questionnaire (as such may be subsequently amended by the Advertiser in accordance with these Rules);
5. Beta Phase means the period during which the Deal Builder product is being made available to selected Qualifying Advertisers whilst Auto Trader tests and develops the Deal Builder product (such period to be as determined by Auto Trader);
6. Broker means the third party broker who provides the Broker Panel from time to time, being Car Money Limited;
7. Broker Panel means the service provided by Auto Trader in partnership with the Broker to provide details of an alternative Quote to a Consumer, which shall be included as part of the Deal Builder Product (unless the Advertiser opts out), as described in clause 6.3 and subject to the terms of clauses 6.11-6.14 and Appendix 1;
8. Consumer means a user of the Auto Trader Platform who is interested in making an Deal in relation to a Vehicle advertised by the Advertiser;
9. Consumer Personal Data means Personal Data relating to a Consumer;
10. Deal means a Consumer’s order and Reservation for a Vehicle, which shall be submitted in accordance with clause 3.1 below, which may include other optional elements including a Part Exchange Valuation; Estimate or Finance Application; and/or home delivery or collection (where such optional element(s) is(are) offered by the Advertiser), which is started online via the Advertiser’s Adverts on the Auto Trader Platforms and which may subsequently be viewed, accessed, managed and/or amended by the Advertiser via Portal or the Advertiser’s Platform (where applicable) in accordance with these Rules;
11. Deal Builder means the Auto Trader product as described in clause 2.1 below:
12. Deal Notification means the notification sent to the Advertiser when a Consumer submits a Deal in respect of a Vehicle or where Auto Trader automatically completes the Deal (as further described in clause 3.1 below), which will be sent to the Advertiser by email and/or by notification in Portal or the Advertiser’s Platform, as applicable;
13. Dealer Standards means Auto Trader's Dealer Standards, which are subject to the Dealer Standards Business Rules;
14. Deals API means Auto Trader’s application programming interface, which (in the case of a Platform Customer) is licensed to the Platform Customer or their Third Party Integrator (as applicable) and which is used to allow the Platform Customer to view, access and manage Deals within the Advertiser’s Platform;
15. Estimate means an estimate(s) displayed as part of the Deal Builder journey, giving the Consumer an indication of the finance products that may be available to them for purchase of the Vehicle;
16. Estimates Only Journey has the meaning in clause 6.6;
17. Excluded Advertiser means an Advertiser who Auto Trader (at their discretion) have determined shall not be eligible for the Deal Builder product, including (without limitation) due to the Advertiser having bad debt with Auto Trader, being the subject of complaints from consumers, failing to keep their stock on the Auto Trader Platform up-to-date and/or otherwise having breached (or be suspected to have breached) these Rules and/or the Main Advertising Terms & Conditions;
18. FCA means the Financial Conduct Authority, which regulates the promotion and sale of consumer credit, including Finance Calculator and Retailer Finance, in the UK;
19. FCA Handbook means the document which sets out the FCA’s rules and guidance made under powers given to them by the Financial Services and Markets Act 2000, as amended, which can be located at www.handbook.fca.org.uk/ ;
20. Finance Application means an application for finance made by a Consumer in response to a Quote directly with a Lender or via the Broker, in relation to the potential purchase of the Vehicle as part of a Deal;
21. Finance Calculator means Auto Trader’s Finance Calculator product, which is subject to the Finance Calculator Business Rules;
22. Lender means a lender on the Advertiser’s own panel of lenders who the Advertiser has a current agreement in place with and selects for the Lender Panel (which can include a direct lender and, subject to Auto Trader’s approval, a broker);
23. Lender Panel means the panel of Lenders (such number of Lenders as shall be determined by Auto Trader) that the Advertiser selects from its own panel of direct lenders to provide Quotes for the Advertiser in relation to Deal Builder;
24. Online Application Service means the element of Deal Builder which enables a Consumer (at the Consumer’s option) to apply for a Quote and (subject to eligibility) make a Finance Application with their preferred finance provider to cover the cost of buying the Vehicle as part of the Deal, via the Advertiser’s Adverts on the Auto Trader Platform;
25. Outstanding Finance means (where the Consumer obtains a Part Exchange Valuation as part of their Deal), in relation to the Permitted Vehicle, any outstanding finance and/or ‘logbook’ loan arranged with a third party;
26. Part Exchange Valuation means (where the Consumer obtains a Part Exchange Valuation as part of their Deal) the estimated part exchange valuation of a Permitted Vehicle that Auto Trader will provide to a Consumer as part of a Deal (or to an Advertiser in accordance with clause 5.1.3(ii)), subject to the Assumptions and the Appraisal Questionnaire having been completed by the Consumer (and which may only be varied by the Advertiser in accordance with clause 5.1.3(ii));
27. Part Exchange Valuation Service means the element of Deal Builder which enables a Consumer (at the Consumer’s option) to get a part exchange valuation of a Permitted Vehicle following completion of the Appraisal Questionnaire by the Consumer, and, if they wish, to off-set the part exchange valuation against the cost of purchasing the Vehicle as part of a Deal;
28. 1. it is not a van, bike, or any other non-car vehicle;
  2. it has a valuation of £50,000 or less;
  3. it is of an age of 15 years and 6 months or less;
  4. it has a mileage of 150,000 miles or less;
  5. it does not fall within certain prestige brands and models of vehicle which Auto Trader deem to be unsuitable for a Part Exchange Valuation;
  6. it has not been re-registered, imported and/or registered outside of the United Kingdom and it is not a left-hand drive;
  7. it has not been categorised by insurers as a category A (scrap) or category B (break);
  8. it has not been stolen and recovered; and
  9. it has its true and proper registration mark and chassis number and/or vehicle identification number and which corresponds to the car’s registration documents.
29. Platform Customer means a Qualifying Advertiser who subscribes to the Deal Builder product and to whom Auto Trader has agreed to provide the Platform Services;
30. Platform Services means the services provided by Auto Trader as part of Deal Builder, which allow a Platform Customer (or, as applicable, a Third Party Integrator acting on the Platform Customer’s behalf) to integrate with the Deals API in order to facilitate the Platform Customer viewing, accessing, managing and/or amending Deals within the Advertiser’s Platform;
31. Qualifying Advertiser means an Advertiser who meets the criteria set out in clause 2.3 (as may be varied on notice by Auto Trader from time to time) and who are not an Excluded Advertiser;
32. Quotes means the quotes made to those Consumers who have met the Lender criteria where relevant, following a soft credit search;
33. Retailer Finance means the finance element of Deal Builder as described in clause 6 below;
34. Reservation means a Consumer has reserved a Vehicle on completion of the Deal and on payment of the Reservation Payment (using Stripe’s payment processing facility) (or, where Auto Trader automatically completes a Deal as described in clause 3.1.2, the Advertiser may later amend the Deal to add on a Reservation) and “Reserve”, “Reserved” and “Reserves” shall be construed accordingly;
35. Reservation Payment means the sum paid by a Consumer to Reserve a Vehicle on completion of a Deal, which will be held by Stripe until such time as it is automatically repaid to the Consumer on (the earlier of): (i) completion of the purchase of the Vehicle; (ii) cancellation of the Deal by the Consumer or the Advertiser; or (iii) on the 21st day following completion of the Deal in accordance with clause 3.1;
36. Stripe means Stripe Payments Europe, Ltd., a company incorporated in Ireland whose registered office is at The One Building, 1 Grand Canal Street Lower, Dublin 2, Ireland;
37. Third Party Integrator means (where applicable) a third party provider who provides the Advertiser’s Platform to the Advertiser and who has separately entered into an Auto Trader Connect API Licence Agreement with Auto Trader, pursuant to which it integrates with the Deals API to facilitate the Advertiser to view, access, manage and amend Deals within the Advertiser’s Platform, including any replacement third party provider as notified by the Advertiser to, and agreed by, Auto Trader from time to time;
38. Vehicle means the vehicle advertised by the Advertiser on the Auto Trader Platform, which is the subject of an Deal and, if applicable, in respect of which the Consumer wishes to make a Reservation, obtain Quotes and/or make a Finance Application; and
39. VRM means a vehicle registration mark.
ELIGIBILITY AND TERMS OF USE
1. 1. the ability for a Consumer to make an online order and Reservation for a Vehicle via the Auto Trader Platform;
  2. the option for the Consumer to obtain a Part Exchange Valuation for their Permitted Vehicle and, if they wish (and subject to these Terms), to off-set the Part Exchange Valuation against the cost of purchasing the Vehicle as part of the Deal;
  3. the option for the Consumer to obtain an Estimate or (where such functionality is offered in respect of the Advertiser) obtain a Quote and, subject to eligibility, make an online Finance Application in relation to the potential purchase of the Vehicle as part of the Deal;
  4. the ability to save and return to uncompleted Deals later via the Consumer’s account on the Auto Trader Platforms; and
  5. the ability for the Advertiser to view, access, manage and/or amend Deals at the Advertiser’s physical premises via Portal or, in the case of Platform Customers, via the Advertiser’s Platform.
2. Deal Builder is provided subject to these Rules and is available for use by Qualifying Advertisers only. For the avoidance of doubt, Deal Builder is not available to private advertisers or ‘pay as you go’ advertisers.
3. 1. have an Advertising Agreement in place with Auto Trader and who have received an invitation from Auto Trader;
  2. meet the Dealer Standards criteria and at all times comply with the Dealer Standards Business Rules, which are incorporated into these Rules (as may be updated from time to time);
  3. have signed up for Finance Calculator and who have access to Portal;
  4. are authorised and regulated by the FCA for the relevant permissions or who act as an Appointed Representative of an Authorised Firm with the relevant Consumer Credit permissions;
  5. in respect of Platform Customers, have either signed a separate Auto Trader Connect API Licence Agreement themselves or (where applicable) notified Auto Trader of its Third Party Integrator, to allow the Platform Customer or Third Party Integrator (as applicable) to integrate with the Deals API;
  6. in respect of Platform Customers, at all times comply with the Auto Trader Connect – Advertiser Business Rules, which are incorporated into these Rules (as may be updated from time to time); and
  7. meet such other technical, behavioural and/or other eligibility requirements as Auto Trader may give advance notice of from time to time.
4. Auto Trader reserves the right to reject any application by any Advertiser for Deal Builder for any reason.
5. Deal Builder is currently available to some Qualifying Advertisers during the Beta Phase. At the end of the Beta Phase, if Auto Trader wishes to continue to provide Deal Builder to such Advertisers as a formal Product (which shall be determined at Auto Trader’s sole discretion), it shall notify the Advertisers accordingly and such Advertisers may be required to agree to a new set of Rules and Charges for the provision and use of such Product. For the avoidance of any doubt, Auto Trader shall be entitled to terminate the Deal Builder Product at the end of the Beta Phase, on giving notice to the Advertiser, at Auto Trader’s sole discretion or in the event that the Advertiser does not agree to the new set of Rules and/or Charges.
6. The Advertiser shall not use Deal Builder (or any service element of it) for the benefit of any third party other than the Advertiser.
7. Deal Builder is currently provided to some Qualifying Advertisers at no extra cost during the Beta Phase. However, Auto Trader reserves the right to charge Qualifying Advertisers for this Product at any point in the future (including during the Beta Phase) but will only do so on the basis that such Qualifying Advertisers will be provided with not less than 15 days’ written notice (including, without limitation, by email) of such price change in accordance with our Main Advertising Terms & Conditions.
DEALS
1. 1. a Consumer completes and submits a Deal on the Auto Trader Platform; or
  2. a Consumer completes a Finance Application on the Auto Trader Platform but does not complete and submit the Deal, following which Auto Trader will automatically complete the Deal (but without a Reservation being made) the following morning at 8:59am.
2. 1. contact the Consumer as soon as possible (and within the same working day if the Deal Notification is received before 2pm, and in any event no later than 24 hours after receipt of the Deal Notification);
  2. where the Consumer has made a Reservation (which will always be the case where the Consumer has submitted the Deal, but might not be where Auto Trader automatically completes the Deal as described in clause 3.1.2), take all reasonable steps to ensure that the Vehicle is noted as Reserved and is not sold to any person other than the Consumer, or re-advertised on the Auto Trader Platforms or elsewhere, for a minimum of 3 days from the date of the Deal Notification (whilst that Vehicle remains Reserved by the Consumer); and
  3. act reasonably and in good faith in progressing the Deal to sell the Vehicle to the Consumer.
3. The Advertiser shall act reasonably and in good faith to ensure that it honours all Deals.
ADVERTISER OBLIGATIONS
1. 1. promptly action and progress all Deals with reasonable care and skill;
  2. use Portal or the Advertiser’s Platform (as applicable) to notify Auto Trader of the status of all Deals, including whether the purchase of the Vehicle was completed, (where relevant) whether a part exchange was completed and the final part exchange value, and whether any Deals have been cancelled by the Advertiser;
  3. provide Auto Trader with continuous feedback on Deals (to be provided in such format as is notified by Auto Trader in advance) and also agree to work with Auto Trader to agree and facilitate a more formal session (including product and user research, etc) two weeks after the go-live date;
  4. report to Auto Trader weekly identifying; all Deals generated; any sales of Vehicles made and the sale date, price, make and model, VRM and the Consumer’s postcode; and any part exchange transactions;
  5. ensure that all the Advertiser’s employees who are involved in utilising the Deal Builder product are properly trained and monitored, possess the relevant knowledge to be able to respond to requests, queries and complaints and provide services to Consumers in connection with the Deal Builder product in a professional manner;
  6. comply with Auto Trader’s Online Orders Terms and Conditions (as may be updated from time to time), to the extent that they apply to the Advertiser, and not do anything to put Auto Trader in breach of those terms;
  7. not make any representations, statements and/or warranties on behalf of Auto Trader or seek to bind Auto Trader in any manner;
  8. co-operate with Auto Trader for the purposes of producing case studies and testimonials for the Deal Builder product in future;
  9. not seek to take any deposit or reservation payment from the Consumer to reserve the Vehicle (other than the Reservation Payment);
  10. only use the Deal (including any Consumer Personal Data associated with it) for the purpose of contacting the relevant Consumer to proceed with the Deal and sell the Vehicle to the Consumer, and not for any other purpose; and
  11. not seek to contact the Consumer after a Consumer has cancelled a Deal for any marketing or sales purposes.
2. 1. comply with all current legislation, advertising codes and any other requirements, including those implemented by the FCA such as the FCA Handbook;
  2. notify Auto Trader immediately if there are changes to the Advertiser’s FCA authorisation or to the permissions held by the Advertiser which does or may impact on them being able to broker credit, or if the Advertiser is given any notice, sanction, suspension or similar;
  3. fully co-operate with Auto Trader in respect of any complaints from Consumers, or otherwise, and shall provide to Auto Trader all relevant information to assist Auto Trader in dealing with any complaints or issues in relation to the Advertiser’s use of Deal Builder; and
  4. not do anything, or allow it to be done by Lenders, which may mislead Consumers or be contrary to industry good practice, or which may intentionally circumvent use of Deal Builder or which may incur unnecessary charges for Auto Trader.
3. The Advertiser acknowledges and agrees that nothing in these Rules, or in the provision of the Deal Builder product, places any obligation on Auto Trader to undertake any or all of the Advertiser’s regulatory responsibilities. The Deal Builder product may facilitate the Advertiser in delivering its responsibilities, but this is not a substitute for (and Auto Trader has no liability for) the Advertiser continuing to ensure that it complies with all its regulatory obligations, whether under the FCA or otherwise. It is, and will remain, the Advertiser’s responsibility at all times to liaise with its Principal Firm in the case where it is an Appointed Representative (each as defined in the FCA Handbook).
4. Auto Trader will conduct regular due diligence to ensure that the Advertiser is authorised by the FCA and holds the relevant permissions.
PART EXCHANGE VALUATIONS
1. 1. following receipt of the Deal Notification, contact the Consumer and arrange to inspect the Permitted Vehicle (either in-person, online or over the telephone, at your option) within 7 days of the Deal Notification (after which date the Part Exchange Valuation will expire);
  2. carefully inspect the Permitted Vehicle (either in-person, online or over the telephone, at your option), request any necessary further information from the Consumer and carry out all other usual due diligence that the Advertiser would carry out in the normal course of its business before purchasing a Vehicle as part of a part exchange transaction, including (without limitation) to check that the Banding accurately reflects the condition of the Permitted Vehicle, that all the Assumptions are correct and to find out whether there is any Outstanding Finance and, if so, the amount;
  3. 1. if the Banding accurately reflects the condition of the Permitted Vehicle in all respects and all Assumptions are accurate in respect of the car, the Advertiser shall honour at least the Part Exchange Valuation (or, at the Advertiser’s option, shall increase the Part Exchange Valuation where appropriate, using the offer functionality in Portal or the Advertiser’s Platform, as applicable) and apply such Part Exchange Valuation (or increased Part Exchange Valuation, in accordance with this clause) in full to a part-exchange transaction with the Consumer; or
    2. if the Banding does not accurately reflect the condition of the Permitted Vehicle in all respects, and/or any Assumptions are inaccurate in respect of the car (such that the actual valuation of the Permitted Vehicle is less than the Part Exchange Valuation), the Advertiser shall either amend the Banding accordingly in Portal or the Advertiser’s Platform (as applicable) to generate a new Part Exchange Valuation for the Permitted Vehicle or withdraw the Part Exchange Valuation completely if the Advertiser does not (acting reasonably) wish to proceed to purchase the Permitted Vehicle; or
    3. if the Outstanding Finance sum is more than the Part Exchange Valuation, the Advertiser will have the right to withdraw the Part Exchange Valuation completely if the Advertiser (acting reasonably) does not wish to proceed to purchase the Permitted Vehicle.
2. The Advertiser shall indemnify and keep Auto Trader fully indemnified against all claims, costs, proceedings, demands, losses, damages, expenses, or liability whatsoever arising out of or in connection with any Consumer complaints or claims brought against Auto Trader in respect of any subsequent reduction in the Part Exchange Valuation following a Deal, and/or any subsequent transaction between the Consumer and Advertiser for the purchase by the Advertiser of any Permitted Vehicle.
3. The Part Exchange Valuation and Auto Trader’s services generally are not intended to be used as the sole basis for any business decision, nor to relieve the Advertiser of its obligation to comply with its own obligations under applicable law. The Advertiser acknowledges that it is solely responsible for carrying out checks to ensure that the Banding given for the purposes of the Part Exchange Valuation accurately describes the condition of the applicable Permitted Vehicle in all respects and that the Assumptions are all correct (along with all other due diligence that the Advertiser would usually carry out in the normal course of its business). Auto Trader shall not be liable for any loss suffered by the Advertiser, if the Banding does not accurately describe the condition of the Permitted Vehicle in all respects and/or if any of the Assumptions are incorrect.
4. Part Exchange Valuations are based upon data which is provided by the Consumer, the accuracy and/or completeness of which it would not be possible and/or economically viable for Auto Trader to guarantee. Auto Trader shall not have any liability for any inaccuracy, incompleteness or other error in the Appraisal Questionnaire, Banding and/or Part Exchange Valuations which arises as a result of: (i) data provided by a Consumer; or (ii) any failure of Deal Builder to achieve any particular result for the Advertiser.
5. Without prejudice to the generality of the foregoing or the limitations of liability set out in the Main Advertising Terms and Conditions which also apply to these Rules, the Advertiser assumes sole responsibility for any action taken as a result of Part Exchange Valuations obtained from the use of Deal Builder, and for conclusions drawn from such use. Auto Trader shall have no liability for any damage caused by errors or omissions in any information provided by the Advertiser or the Consumer, or any failure by the Advertiser to carry out appropriate due diligence, in connection with the Part Exchange Valuations.
FINANCE APPLICATIONS
1. 1. Quotes based on soft search eligibility through integration with a third party credit bureau service(s), as well as checks against lender criteria where applicable; and
  2. the submission of a Finance Application and receipt of any decision from the Lender.
2. The Deal Builder product allows the Advertiser to make changes to an existing Deal at the Advertiser’s physical retail sites, including the ability to provide Consumers with the same functionality as outlined in clause 6.1, via additional functionality on Portal or the Advertiser’s Platform, as applicable.
3. The Deal Builder product also includes the Broker Panel (unless the Advertiser opts out), which allows the Consumer to be introduced to the Broker who will provide details of an alternative Quote if the Consumer is not eligible to receive any Quotes offered by the Advertiser’s Lenders.
4. Following a decision from the Lender, the Retailer and the Lender are responsible for completing all necessary steps to finalise the Finance Application with the Consumer.
5. Retailer Finance is available for cars (subject to certain criteria) and for any other categories of vehicles as may be specified by Auto Trader from time to time.
6. Where an Advertiser does not have a Lender in place at all, or Auto Trader is currently technically unable to integrate with the Advertiser’s Lender(s) for the Lender Panel, Auto Trader will be unable to offer the Online Application Functionality in respect of the Advertiser. In that case, Consumers will instead be given the ability to obtain Estimates via the Advertiser’s Adverts on the Auto Trader Platforms and have the option to send the Estimates to the Advertiser at the time they submit their Deal (the “Estimates Only Journey”). If Auto Trader is at any point able to integrate with the Advertiser’s Lender(s), Auto Trader will give notice of this to the Advertiser and will replace the Estimates Only Journey with the Online Application Services on the Advertiser’s Adverts on the Auto Trader Platforms.
7. The Advertiser must have an agreement in place with each Lender it wishes to use on its Lender Panel prior to adding such Lender to the Lender Panel.
8. 1. ensure that all rates offered by the Lenders are accurate and up to date at all times;
  2. satisfy and complete all of Auto Trader's onboarding requirements; and
  3. act at all times in accordance with its own codes of practice and will not undertake any practices which may be deemed by Consumers or the FCA to be misleading.
9. Other than where Auto Trader is unable to offer the Online Application Service in respect of the Advertiser (in the circumstances described in clause 6.6), the Advertiser must, at any given time, have at least one Lender in place to offer Quotes. It is at the Advertiser's discretion regarding the maximum number of Lenders they work with, however the maximum number of Lenders via Deal Builder will be as determined by Auto Trader from time to time.
10. If the Advertiser wishes to change one or more Lenders on its Lender Panel it shall contact its Auto Trader account manager to request the changes. Auto Trader accepts no liability whatsoever in the event that the Advertiser fails to inform Auto Trader of any change to one or more of its Lenders and, as a result, the rates shown on the Advertiser’s Adverts are incorrect or out of date.
11. 1. is removed from the Advertiser's Lender Panel for any reason; or
  2. does not hold the relevant permissions with the FCA or has or is suspected to have breached regulations and/or any members of the Lender's business are being investigated by the FCA for any misconduct.
12. In the event that the Advertiser removes or changes one or more of its Lenders, such that one of the circumstances described in clause 6.6 applies and Auto Trader is unable to continue to offer the Online Application Service functionality in respect of the Advertiser, Auto Trader will move the Advertiser to the Estimates Only Journey until such time as Auto Trader is able to offer the functionality again (as described in clause 6.6).
13. If the Advertiser takes the Broker Panel option as part of the Deal Builder Package, the Consumer will be introduced to the Broker who will provide details of an alternative Quote if the Consumer is not eligible to receive any Quotes offered by the Advertiser's Lenders.
14. 1. DID
  2. Dealership Trading name;
  3. Legal entity status (limited company, sole trader, or partnership);
  4. Registered company address;
  5. Trading address; and
  6. Primary contact name, email address and telephone number;
  7. FCA number;
  8. Finance Status;
  9. Any fees that the Advertiser displays; and
  10. the Advertiser’s preference regarding managing approvals (whether they want to do it themselves or prefer the Broker to do it on their behalf).
15. The Broker has entered into a partnership with Auto Trader to provide the Broker Panel. As part of this partnership, the Broker requires all Advertisers using the Broker Panel to enter into an agreement with the Broker in the form set out below in Appendix 1 (“Broker Agreement”) prior to using the Broker Panel. Advertisers should therefore read the Broker Agreement carefully, as by using the Broker Panel, Advertisers are accepting the Broker Agreement and entering into a binding legal contract with the Broker directly on the terms of the Broker Agreement.
16. Auto Trader, at its sole discretion, may provide a messaging facility on the Auto Trader Platforms which allows messages to be exchanged between the Advertiser and the Broker in connection with a Quote. Notwithstanding anything to the contrary in the Broker Agreement, the Advertiser shall not input or share any Personal Data using such messaging facility.
CANCELLATION OF A DEAL
1. 1. if the Vehicle is sold or otherwise becomes unavailable (including if it is Reserved by another consumer) before it is allocated as Reserved to the Consumer in accordance with clause 3.2.2;
  2. if a Consumer has informed the Advertiser that it wishes to cancel the Deal (for example, without limitation, if the Consumer has changed their mind or their Finance Application is not successful) and the Consumer cannot reasonably activate the cancellation himself or herself;
  3. if, despite reasonable attempts, the Advertiser has been unable to contact the Consumer to discuss the sale of the Vehicle within a reasonable period after the Deal Notification was received (and a minimum of 3 days from the date the Deal Notification is received);
  4. if the Advertiser reasonably believes that the Consumer is not genuinely interested in purchasing the Vehicle from the Advertiser; and/or
  5. if a Consumer has frequently (being on more than 10 occasions in any 30 day period) made Deals which have not converted to the sale of Vehicles and the Advertiser reasonably believes that the Consumer is not genuinely interested in purchasing a Vehicle from the Advertiser,
2. If the Consumer informs the Advertiser that it no longer wants to purchase the Vehicle and wishes to cancel the Deal, the Advertiser should encourage the Consumer to cancel the Deal via the Consumer’s Auto Trader account to activate the release of the Reservation Payment back to the Consumer.
3. Auto Trader will cancel any Deals which have been outstanding for 21 days after being placed and automatically trigger the refund of the Reservation Payment to the Consumer. Where Auto Trader automatically completes a Deal without a Reservation (as described in clause 3.1.2) (where the Consumer has not paid the Reservation Payment), the Deal will be cancelled after 90 days.
ADVERTISER’S RIGHT TO CANCEL THE DEAL BUILDER PRODUCT AND THE CANCELLATION PROCESS
1. Subject to clause 8.2 below, for Advertisers who are receiving the Deal Builder product free of charge during the Beta Phase (on the basis that Deal Builder is being tested as a concept), the Advertiser may cancel the Deal Builder product at any time on giving at least 7 days’ notice to Auto Trader, such notice to be given in accordance with clause 8.3 below.
2. Notwithstanding clause 8.1 above, where the Advertiser has been notified (in accordance with clause 2.7) that it will be charged for the Deal Builder product, the Advertiser shall be required to give at least 30 days’ notice to Auto Trader to cancel the Deal Builder product, such notice to be given in accordance with clause 8.3 below.
3. The Advertiser may cancel by contacting its account manager. The Advertiser’s cancellation request must be confirmed in writing by email or post (in accordance with clause 11.2 of the Main Advertising Terms & Conditions). The Advertiser is solely responsible for ensuring that Auto Trader receives any notice of cancellation sent to Auto Trader in connection with these Rules. Receipt of the notice of cancellation by Auto Trader will only be confirmed when Auto Trader sends written confirmation to the Advertiser.
4. 1. Auto Trader will action the cancellation of the Deal Builder product immediately after sending its written confirmation of the cancellation to the Advertiser, in accordance with clause 8.3;
  2. once Auto Trader has actioned the cancellation, the Advertiser’s Adverts will no longer have the Deal Builder options available to Consumers and Consumers will not be able to submit any new Deals via the Advertiser’s Adverts; and
  3. in the event that the Advertiser has any Deals which are in progress at the date of termination, the Advertiser will still have access to the Deal history in Portal or the Advertiser’s Platform (as applicable) for a period of 30 days from the date of termination, in order that the Advertiser can progress and complete those Deals.
AUTO TRADER’S RIGHT TO CANCEL THE DEAL BUILDER PRODUCT
1. 1. Auto Trader has reason to suspect, or becomes aware of, any breach by the Advertiser of the Main Advertising Terms & Conditions, the Dealer Standards, these Rules, or any other terms referred to in these Rules;
  2. Auto Trader considers that the Advertiser has seriously or repeatedly misused the Deal Builder product or has become an Excluded Advertiser. Without limitation, this may include a retailer having bad debt with Auto Trader, being the subject of serious or repeated complaints from consumers, failing to keep their stock on the Auto Trader Platform up-to-date, or (in respect of Consumers who choose to obtain a Part Exchange Valuation as part of their Deal) repeatedly reducing the Part Exchange Valuation without reasonable and genuine cause;
  3. the Advertiser no longer meets the eligibility criteria in clause 2.3;
  4. the Advertiser does not hold the relevant permissions with the FCA, or has or is suspected to have breached regulations and/or any members of the Advertiser's business are being investigated by the FCA for any misconduct or if any of the events in clause 4.2.2 occur in relation to the Advertiser;
  5. the Advertiser has no Lenders available to provide Quotes or Finance Applications; or
  6. Finance Calculator terminates or expires for any reason in relation to the Advertiser or otherwise.
2. Auto Trader shall be entitled to monitor (and to inspect, audit and take copies of relevant records, and other documents as necessary, to verify) the Advertiser’s use of the Deal Builder product and the Advertiser’s compliance with its obligations as set out in these Rules. Auto Trader may suspend an Advertiser’s use of the Deal Builder product if Auto Trader reasonably considers that the Advertiser has breached any of these Rules and clause 13.2 shall apply.
3. Where Auto Trader suspends or terminates the Deal Builder product in accordance with clause 9.1, Auto Trader shall cancel any Deals which are in progress at the time of the suspension or termination (as applicable) and shall notify the Consumer of the same. The Advertiser shall not have access to the Deal history in Portal or the Advertiser’s Platform (as applicable) from the time of the suspension or termination.
PERSONAL DATA
1. 1. Auto Trader is a Controller in respect of any Consumer Personal Data collected via the Auto Trader Platforms in connection with a Deal, which is processed for Auto Trader’s own purposes in accordance with Auto Trader’s Privacy Notice;
  2. 2. the Advertiser is a Controller in respect of any Consumer Personal Data connected to a Deal that is: (i) shared with the Advertiser by Auto Trader; or (ii) collected by the Advertiser, in each case including as surfaced in Portal or the Advertiser’s Platform (as applicable), for the purposes of the Advertiser processing and completing a Deal (and any component parts of it); and/or
  3. where applicable, the Lender is a Controller in respect of any Consumer Personal Data shared with the Lender by Auto Trader and/or the Advertiser for the purposes of the Lender processing a Finance Application and (where the Finance Application is successful) entering into a contract for finance with the Consumer.
2. The Advertiser and Auto Trader shall at all times comply with their obligations as Controllers under the Data Protection Laws in respect of the Consumer Personal Data.
3. 1. instructs Auto Trader to transfer the Consumer Personal Data to the Third Party Integrator (acting as the Advertiser’s processor), to enable the Third Party Integrator to surface Deals and any component parts of it (including Reservations, Quotes and Finance Applications) in, and allow the submission of Finance Applications via, the Advertiser’s Platform as envisaged by these Rules;
  2. warrants and represents that it: (i) has entered (or will enter) into an appropriate data processing agreement (as required by Article 28 of the UK GDPR) with the Third Party Integrator to cover the processing of the Consumer Personal Data as described by clause 10.3.1 above; (ii) will give full information to any Consumer whose Personal Data may be processed on its behalf by the Third Party Integrator; and (iii) take all other necessary steps to ensure its compliance with the Data Protection Laws (including, without limitation, contractual measures to ensure that no Consumer Personal Data is transferred outside the UK or EEA other than in compliance with the Data Protection Laws); and
  3. acknowledges and agrees that it is fully responsible for ensuring it undertakes due diligence against the Third Party Integrator to ensure that the Third Party Integrator has appropriate security and organisational measures in place to keep the Consumer Personal Data fully protected.
4. Without prejudice to the generality of clause 10.2, the Advertiser is solely responsible for ensuring that it: (i) promptly provides Consumers with a copy of the Advertiser’s privacy notice after receiving the Consumer Personal Data from Auto Trader in accordance with these Rules; and (ii) only retains the Consumer Personal Data (including any Consumer Personal Data stored by the Advertiser in Portal or the Advertiser’s Platform) for as long as necessary for the Advertiser’s purposes and in accordance with the Advertiser’s privacy notice. Auto Trader sets the following default retention periods for Quote and Finance Application data stored in Portal. The Advertiser is responsible for ensuring that it makes a copy of any data that it requires for longer than the relevant default retention period.
  Data capturedDefault retention periodConsumer didn’t complete the Quote14 daysConsumer completes Quote90 daysFull Application (declined by Lender)6 monthsFull Application (approved by Lender)7 years
5. The Advertiser shall without undue delay (and in any case within 48 hours of becoming aware) inform Auto Trader in the event of any breach, complaint or any other default of the Advertiser’s responsibilities under this clause 10, in each case relating to the Consumer Personal Data, and shall provide Auto Trader with full details of the same. The Advertiser shall, on demand, provide Auto Trader with all reasonable co-operation and assistance in relation to the resolution of any breach, complaint or other issue relating to the Consumer Personal Data.
6. Auto Trader shall not be liable for any failure by the Advertiser to comply with this clause 10 or failure to take adequate steps to protect the Consumer Personal Data. The Advertiser agrees to indemnify and keep indemnified Auto Trader against any and all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising out of or in connection with any breach of this clause 10 or the Data Protection Laws by the Advertiser (or Third Party Integrator, as applicable) whether or not such losses or liabilities were foreseeable at the time of the breach giving rise to them.
LIABILITY, INDEMNITY AND AVAILABILITY
1. Each Advertiser shall indemnify and keep Auto Trader fully indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising out of or in connection with: (i) any Consumer complaints or claims brought against Auto Trader in respect of any act or omission by the Advertiser in respect of a Deal (or any component part of it); and (ii) any transaction between the Consumer and Advertiser for the purchase by the Consumer of any Vehicle, or (where applicable) the purchase by the Advertiser of a Permitted Vehicle in connection with a part exchange transaction, in each case in connection with a Deal.
2. Auto Trader does not warrant that the use of the Deal Builder product will be uninterrupted or error-free. The Advertiser acknowledges that Auto Trader cannot guarantee that the Deal Builder product and/or the Auto Trader Platforms will be continuously available. For the avoidance of doubt, Auto Trader shall have no liability, and no refunds or credits shall be offered, to any Advertiser (including in respect of where alternative services have been sourced by Advertisers from a third party) in respect of interruptions to the Deal Builder product and/or the Auto Trader Platforms arising as a result of maintenance and/or repair work and/or due to circumstances outside of Auto Trader’s reasonable control.
3. The Deal Builder product is provided to Advertisers on an ‘as is’ basis. The Deal Builder product and Auto Trader’s services generally are not intended to be used as the sole basis for any business decision, nor to relieve the Advertiser of its obligation to comply with its own obligations under applicable law.
4. Auto Trader makes no guarantees that any Deals will lead to sales of Vehicles or any particular increase in sales or lead generation.
5. Without prejudice to the generality of the foregoing or the limitations of liability set out in the Main Advertising Terms and Conditions which also apply to these Rules, the Advertiser assumes sole responsibility for any action taken as a result of a Deal. Auto Trader shall have no liability for any damage caused to the Advertiser by its use of the Deal Builder product.
QUERIES AND COMPLAINTS
1. Advertisers should notify Auto Trader of any complaints from Consumers which relate to Deal Builder.
2. Advertisers shall deal with any complaints as soon as possible (and in any event within 24 hours) and in a responsible and transparent way. Advertisers shall assist Auto Trader with any complaints raised with Auto Trader.
3. Advertisers shall allow Auto Trader reasonable time to investigate issues directed to them relating to the Deal Builder product.
4. If Auto Trader receives a complaint in connection with Retailer Finance and has reasonable grounds to be satisfied that the Advertiser is responsible for the matter alleged in the complaint, Auto Trader will promptly forward the complaint to the Advertiser using either the contact details held on Auto Trader's records, or those available on the FCA Register.
5. The Advertiser is then required to resolve the complaint in line with the Dispute Resolution Section of the FCA Handbook.
6. Any complaints received will be recorded on the Advertiser's account with Auto Trader.
7. The Advertiser is required to inform Auto Trader as soon as possible as to the final resolution/outcome of all complaints.
8. The Advertiser is required to provide any information or data that Auto Trader may reasonably request to enable Auto Trader to handle complaints in accordance with its obligations set out in the Dispute Resolution chapter of the FCA Handbook.
GENERAL
1. The design and format of the Deal Builder product and any related assets on the full-page Adverts, shall be determined by Auto Trader and may be amended by Auto Trader at any time at Auto Trader’s sole discretion.
2. In the event of a breach of these Rules by any Advertiser, such breach shall be deemed a breach of the Main Advertising Terms and Conditions and Auto Trader be entitled to such rights and remedies available to it thereunder.
3. Auto Trader reserves the right to amend, modify, remove and/or extend this Product at any point with immediate effect.
4. Auto Trader may modify these Rules from time to time on giving at least 15 days’ notice in accordance with our Main Advertising Terms and Conditions.

APPENDIX 1 - BROKER AGREEMENT

CarMoney Ltd - Dealer/Introducer Agreement & Terms of Business

Purpose of Agreement

This Agreement deals with the Supplier introducing a Customer to the Company to whom the Company may provide finance in connection with the purchase of an Asset and payment of commission by the Company to the Supplier, subject to the terms and conditions of this Agreement.

This Agreement is applicable solely to transactions involving Customers being introduced to the Company by the Supplier via Auto Trader Limited's platforms (including the website www.autotrader.co.uk, Auto Trader's mobile application and Auto Trader's dealer service delivered through a web-based portal, an application and/or APIs, which allow automotive dealers to manage their account, stock, adverts, consumer enquiries, leads and other products). To the extent that the Supplier introduces Customers to the Company other than via Auto Trader Limited's platforms, such introductions shall be governed by a different version of the “Dealer/Introducer Agreement & Terms of Business” between the Supplier and the Company which does not refer to Auto Trader.

In certain circumstances, the Company may require that the obligations of the Supplier to the Company in terms of this Agreement are guaranteed, in which event the provisions of clause 16 shall apply to the Guarantor.

IMPORTANT: By giving the guarantee, the Guarantor will become liable instead of or as well as the Supplier. The Guarantor should seek independent legal advice before entering into the Guarantee.

AgreementbetweenCarMoney Limited (incorporated in Scotland, SC467274), having its registered office atThe Wright Business Centre, 2 Renshaw Place, Motherwell, ML1 4UF, being authorisedand regulated by the Financial Conduct Authority (FCA Reference Number 674094(“the Company” which expression shall include CarMoney Limited's successors,transferees and assignees)andYour Legal Name ("The supplier") ……………………………………………………………………………………………………………………(Check : details to correspond exactly with FCA authorisation register)Your Address …………………………………………………………………………………………………………………… …………………………………………………………………………………………………………………… …………………………………………………………………………………………………………………… ……………………………………………………………………………………………………………………Your Postcode ……………………………………………………………………………………………………………………_____________________Supplier's DetailsType of Business ……………………………………………………………………………………………………………………(Sole Trader / Partnership / Limited Company )FCA Reference Number ……………………………………………………………………………………………………………………Telephone Number ……………………………………………………………………………………………………………………Co. Reg. Number ……………………………………………………………………………………………………………………Email Address ……………………………………………………………………………………………………………………VAT Number ……………………………………………………………………………………………………………………_____________________Supplier's Bank Details (for payment of advances and commission)Bank Name ……………………………………………………………………………………………………………………Branch Address ……………………………………………………………………………………………………………………Account Name ……………………………………………………………………………………………………………………Sort Code ……………………………………………………………………………………………………………………Account No. ……………………………………………………………………………………………………………………BACS Disclaimer You acknowledge that you have provided us with the above bank details for thepurpose of paying finance advances and commission payments to you by BACS orsimilar electronic transfer. You have indicated that you are an authorised signatory for the Supplier by signing this document. You have authorised the Company to make payment solely to the bank account detailed above. The Company is not liable if it transpires that any monies should have been paid to a different account. (Proof of these bank details in the form of a copy cheque or paying in slip must be provided). _____________________Guarantor Details (if box ticked by the Company)Guarantor Name ("The Guarantor") ……………………………………………………………………………………………………………………Home Address …………………………………………………………………………………………………………………… …………………………………………………………………………………………………………………… ……………………………………………………………………………………………………………………Postcode ……………………………………………………………………………………………………………………(example form only)

DEFINITIONS

In this Agreement, the following words and expressions shall have the meanings stated :

Asset: any vehicle or equipment to be sold by the Supplier to the Company for subsequent supply to a Customer under a credit agreement.

Customer: the person or persons entering into a Finance Agreement with the Company and who will be using the Asset.

Finance Agreement: any finance agreement between the relevant lender and the Customer relating to the sale/purchase of a particular Asset proposed by the Supplier.

Guaranteed Obligations: all monies, debts and liabilities of any nature from time to time done or owing by the Supplier to the Company in terms of this Agreement.

Introducer: the 'Supplier' as determined on this agreement, above.

Invoice: an invoice relating to the sale of a particular Asset to the Company.

Supplier's Obligations: The Supplier undertakes to the Company the following :

Status of Supplier
1. The Supplier is not the Company's agent, save in terms of and as a consequence of the provisions of the Consumer Credit Act 1974 and the Supplier shall not hold itself out as being the Supplier's agent.
2. The Supplier does not have an interest in, or a connection with the Customer or a business in which the Customer is connected or with which the Customer is interested.
3. The Supplier will act in good faith towards the Company, comply with the Company's reasonable instructions and not allow its interests to conflict with those of the Company.
Customer
1. The Supplier must check the identity of the Customer before releasing the Asset to them by seeking appropriate proof of identity as required from time to time by the Company. If the Supplier has any doubts regarding the identity of the Customer, the Supplier must telephone the Company on 0141 570 3310 and await written instructions.
2. The Customer is acquiring the Asset for their own beneficial use.
3. In the event of any fraud, misrepresentation, bribery and/or corruption by either the Supplier or their representatives or where the Supplier is reckless in not identifying the same by a Customer, the Supplier will indemnify the Company and keep the Company indemnified in respect of any resulting loss, claims, demands, actions, proceedings, damages, costs and expenses (including professional advisers' fees and any fees or rentals that the Company may refund or choose not to charge the Customer) that the Company incurs or suffers including in connection with (i) any complaint to the Financial Ombudsman Service and/or (ii) any civil claim by the Customer. The provisions of this clause shall continue to apply notwithstanding the termination of this Agreement for any reason.
4. The Company has the right to check the identity of the Customer/ legality of the transaction and has the right to withdraw from a specific transaction as a result of those checks in its discretion. The Company will confirm the outcome of those checks; title and liability cannot be passed until the outcome of such checks are confirmed.
Asset
1. In respect of each Asset, at the time of the sale of that Asset, the Asset is the sole property of the Supplier and free of all charges, liens and encumbrances.
2. 1. the Asset is being sold to the Company at the cash price stated on the Invoice, inclusive of VAT;
  2. the description and cash price of the Asset stated on the Invoice are correct in all respects;
  3. the Invoice will contain the following details and information in relation to each Asset:
    - Date of invoice & invoice number
    - Supplier Name & Registered Office
    - VAT Number
    - Make of Asset
    - Model of Asset
    - Whether the Asset is New or used
    - Registration/Serial Number of Asset
    - Identity/Chassis Number of Asset
    - Correct Mileage from odometer of Asset
    - Date Asset first registered
    - Cash price of Asset
    - Deposit paid
    - Part exchange allowance
    - Balance due
3. Where the Asset is a motor vehicle it will, unless otherwise specified in the Invoice, be in either “CAP Clean” condition (as published by CAP Motor Traders Limited) or in “Glass's Excellent” (Guide Condition) as published by Glass's Information Services Limited and of satisfactory quality, durable and fit for its purposes, and comply in all respects with any representations or conditions or warranties, whether express or implied, made by the Supplier or any employee or agents of the Supplier.
4. 1. the Supplier shall or shall procure the repair promptly of the Asset to bring it to the required standard at its own cost;
  2. if there is a material fault in the Asset and/or the repair of the Asset in terms of clause 3.4.1 is unsatisfactory and the Customer rejects the Asset as a consequence, the Supplier shall on the Company's demand refund to the Company the price paid for the Asset in full;
  3. if there is a dispute between the Supplier and the Company regarding the condition and quality of the Asset in terms of this clause, the Company shall be entitled to have an independent inspection of the Asset undertaken, the report on which shall be final and binding on the Company and the Supplier. The cost of such report shall be borne by the Company and the Supplier equally.
Sale of Asset to Company
Disputes
1. the Supplier agrees to provide the Company with full and prompt co-operation in relation to any Customer complaints and/or investigations by any statutory or other authorities, including without limitation the Financial Ombudsman Service and the Financial Conduct Authority (“FCA”);
2. on receipt of a Satisfactory Quality complaint, the Supplier shall assist the Company by completing CarMoney SQ information (see Schedule Part 2) and such other information required by the Company within 3 working days of being requested;
3. the Supplier undertakes to pay any fees or fines levied or compensation awarded as a result of any investigations made by a regulator or other similar body, where the actions of the Supplier, including, but not limited to complaints in relation to Asset quality or mis-selling, are cited by a regulator or similar body as being non-compliant and result in financial loss to the Company.
Regulatory Matters
1. the Supplier undertakes to ensure that the appropriate FCA interim permission/authorisation or appointed representative status is held by the Supplier to allow the Supplier to engage in consumer credit activities;
2. the Supplier warrants to immediately advise the Company of any changes in relation to their FCA interim permission/authorisation or appointed representative status;
3. the Supplier agrees to ensure that as a minimum, the Supplier will be authorised to engage in “credit broking”, “debt adjusting on a commercial basis” and “debt counselling on a commercial basis”;
4. the Supplier warrants to ensure that it will follow guidelines in accordance with the FCA principles of “treating customers fairly”.
Payment of Commission to Supplier
1. commission is paid on the basis that the Company shall apply debit backs to the Supplier's commission accounts and the Supplier shall repay in full to the Company any and all commission paid by the Company to the Supplier where, in accordance with Commission Debit Back Terms table (which currently reflects the provisions of Section 3 of Schedule Part 3, but is subject to change) provided by the Company to the Supplier from time to time: (i) there has been any fraud, misrepresentation, bribery and/or corruption by either the Customer or the Supplier; (ii) the Customer early-settles or part-settles the Finance Agreement having made fewer than six (6) consecutive repayments; (iii) a Customer write-off, vehicle repossession or voluntary termination occurs at any time during the term of the Finance Agreement; (iv) the Customer exercises a statutory right to cancel or withdraw from the Finance Agreement; or (v) the Asset supplied by the Supplier to the Company which is subject to a Finance Agreement is found not to be of satisfactory quality or otherwise defective;
2. the Supplier shall continue to repay debit backs to the Company under this clause notwithstanding the termination or expiry of this Agreement;
3. the debit back and recovery of commission shall not affect the Company's entitlement to claim debit backs relating to any business the Supplier has previously written in accordance with the terms of business applying at that time;
4. no commission shall be payable by the Company following termination of this Agreement;
5. the Company may offset any commission payable to the Supplier against any sums due by the Supplier to the Company, whether in terms of this Agreement or otherwise;
6. unless expressly stated otherwise, any sums to be paid in respect of commission by the Company shall be inclusive of VAT, if chargeable;
7. the Supplier shall comply with and be responsible for all requirements of the FCA and the Company's policies to disclose the Supplier's entitlement to commission to the Customer before the Finance Agreement is entered into.
8. The Company shall, in its sole discretion, award a greater commission payment. Such other rights and liabilities as set out in this document shall not be affected.
Data Protection
Guarantee
1. The Guarantor guarantees to the Company that if the Supplier does not pay any of the Guaranteed Obligations when due, the Guarantor shall pay to the Company on demand the Guaranteed Obligations.
2. The Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations under clause 16.1 agrees to indemnify and keep indemnified the Company in full and on demand from and against all and any losses, costs and expenses suffered or incurred by the Company arising out of, or in connection with, any failure of the Supplier to pay the Guaranteed Obligations.
3. If the obligation to pay the Guaranteed Obligations is, or becomes, unenforceable, invalid or illegal, the Guarantor agrees to indemnify and keep indemnified the Company on demand against all and any losses, costs and expenses suffered or incurred by the Company arising out of, or in connection with, any failure of the Supplier to pay the Guaranteed Obligations.
4. This guarantee is a continuing security and shall cover the ultimate balance of all monies payable under the Guaranteed Obligations.
5. 1. any act, omission, matter or thing which would not have discharged or affected the liability of the Guarantor had it been a principal obligor instead of a guarantor; or by
  2. any other act or omission except an express written release of the Guarantor by the Company.
6. The Guarantor authorises the Supplier and the Company to make any additions or variations to this Agreement, and agrees to guarantee payment of the Guaranteed Obligations as so amended or varied in accordance with the terms of this Agreement.
Assignation
1. The Supplier shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.
2. The Company may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
Termination
Governing law
Agreement to Terms & Conditions
1. Notwithstanding that this Agreement may not have been signed, the Supplier accepts that transactions paid by or on behalf of the Company shall be deemed to constitute acceptance of this Agreement by the Supplier and the Guarantor (if applicable).
2. This Agreement constitutes the entire understanding between the Company, the Supplier and the Guarantor (if applicable) and supercedes all prior agreements amongst them relating to the subject matter of this Agreement.

Schedule

Part 1

Shared Personal Data
1. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
2. give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assignees;
3. process the Shared Personal Data only for the Agreed Purposes;
4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
6. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
7. 1. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
  2. ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
Compliance
Mutual assistance
1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
2. promptly inform the other party about the receipt of any data subject access request;
3. provide the other party with reasonable assistance in complying with any data subject access request;
4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party;
5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;
8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
9. maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and allow for audits by the other party or the other party's designated auditor; and
10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
Indemnity
1. 1. The liability of the Company under clause 5.1 shall not exceed £5000.
2. 1. Any breach of these terms of business by the Supplier or any breach or non-fulfilment of any representation or warranty given by the Dealer hereunder;
  2. Any failure by the Supplier to comply with Money Laundering Regulations
  3. Any act of fraud carried out by the Supplier or the Individuals whom it introduces to the Company, regardless of the source of the fraudulent activity;
  4. Any breach or non-fulfilment of any terms of the CarMoney Supplier Agreement
  5. Any misrepresentation or statement made by the Supplier or any of its servants or its agents to any Applicant or Customer, or any guarantor, indemnifier or surety under a Credit Agreement
  6. Any act of mis-selling by the Supplier or any of its servants or its agents to any Applicant or Customer or any guarantor, indemnifier or surety under a Credit Agreement
  7. Any act or omission of the Supplier; or
  8. Any claim, action, demand or complaint in respect of the sale terms and supply of any Asset and/or any SQD issue, including without limitation, any claims or complaints that a Customer is entitled to refer to FOS about the supply of the Asset whether relating to the Asset or the Credit Agreement in relation to the Asset and whether referred to FOS or not;
  9. Any complaint in respect of the advice or services provided by the Supplier to the Customer whilst advising on and arranging a finance product for the Customer, whether referred to FOS or not;
  10. Any payment the Company is required to make to a Customer in relation to the advice given or error made by the Supplier.

Part 2 - CarMoney SQ

Complaints Process
1. 1. We, the Company, will collate all information about the complaint from the Customer to the extent reasonably practicable;
  2. we will notify you, the Supplier, of the complaint and all relevant information collected by the Company
  3. you shall provide us with a full response in writing as soon as reasonably practicable, but in any event within 48 hours of our notification to you;
  4. if you agree to accept the return or rejection or repair of the Asset, you will repurchase the relevant Asset from CarMoney and CarMoney will reclaim Commission which has been paid to you by us in relation to that Asset or you shall repair and/or replace the Asset in accordance with the Customer's legal rights; and
  5. 1. the Customer is entitled to return or reject any Asset or that it is otherwise reasonable for you to accept the return or rejection of the Asset, and you do not agree to accept such rejection; or
    2. the Customer is entitled to a repair and/or replacement of any Asset and you fail to repair or replace the Asset;
  6. we decide that the Customer is entitled to return the Asset, we may require you to repurchase the relevant Asset from us and you shall thereupon repurchase it on the terms of the original invoice to the Company and you will reimburse us by Debit Back for any Commission which has been paid to you by us in relation to that Asset and shall immediately and on demand pay to us as any fees or charges associated with the independent inspection; or
  7. we decide that the Customer is not entitled to return the Asset, we shall pay any fees or charges associated with the independent inspection and you shall not be required to repurchase the Asset.

Part 3 - Rates, Commission and Debit Back

Rates
1. The APR offered to the Customer shall be based upon the CarMoney agreed ratecard where available and the Introducer shall not have the option to vary the APR.
2. Where the CarMoney ratecard is not available from any of the available lenders, the customer shall be offered the closest available rate as defined by the lender who has offered a credit acceptance for the customer. Where this alternative rate is offered, the Introducer shall not have the option to vary the APR.
Commission
1. 1. 1. the funds will be paid out subject to one of the APRs listed in the table below, with the applicable APR being determined by the amount of the loan and the Customer's “Risk Navigator Score” (as such shall be determined by the Company), as follows; and
      Prime Panel - Customer APRs based on Loan Amount/Risk Navigator Score (RNS)
      Minimum RNS4904103000Maximum RNS600489409299Min Loan AmountMax Loan Amount£1,000£5,99913.9%16.9%16.9%16.9%£6,000£7,99913.9%16.9%16.9%16.9%£8,000£11,9999.9%13.9%16.9%16.9%£12,000£15,9999.9%13.9%16.9%16.9%£16,000£19,9999.9%13.9%16.9%16.9%£20,000£29,9999.9%11.9%16.9%16.9%£30,000£49,9999.9%11.9%16.9%16.9%£50,0007.9%7.9%11.9%16.9%
    2. the commission payable to the Introducer for such Introduced Business shall be the percentage of the loan value for such Introduced Business which is attributable to such APR, such percentage to be determined according to the identity of the relevant lender and their respective string and as set out in the table below (and the Company shall confirm the identity and respective strings of the lenders on its ‘prime panel’ on request by the Introducer):
      APR1st string2nd string3rd string4th string5th string7.90%0.50%9.90%1.75%0.65%11.90%3.00%2.15%1.95%13.90%7.00%4.10%4.10%3.25%16.90%8.00%8.00%6.50%5.50%5.50%17.90%*6.20%22.90%**4.00%
      *17.90% APR will only become available to the Customer (and corresponding commission rate available to the Introducer) if all 16.90% options are declined.
      **22.90% APR may be made available to the Customer by the lender ‘Close Brothers Limited’ (and corresponding commission rate available to the Introducer) if the Asset which is the subject of the loan is 10 years old or older and is declined by the other ‘prime panel’ lenders at the other APRs.
  2. where the Introduced Business results in the full funds included in the Finance Agreement being transferred to the Company by a lender on the Company's 'secondary panel' in accordance with this Agreement, the commission payable to the Introducer for such Introduced Business shall be (a) £375 where the respective loan value is equal to or exceeds £8,700, or (b) £250, where the respective loan value is less than £8,700;
    The above commission is subject to a maximum cap per Introduced Business of the lower of £2,000 or 30% of the relevant lender's finance charges in respect of such Introduced Business (being charges incurred by the Customer above the loan value, which would include interest payments over the loan term and any lender administration fees).
2. The above Commission shall be paid by the Company to the Introducer by the 5th working day of the month following the execution of the Finance Agreement by the relevant lender and the Customer in accordance with paragraph 2.1 above.
3. If a Finance Agreement is entered into with a Customer introduced by an Introducer who has subscribed to the Auto Trader product which facilitates the display of the Company's finance offers and content on Auto Trader Limited's platforms, but the introduction is not made directly through Auto Trader's point of sale dealer platform or through the online journey which will allow a Customer to complete a finance application in respect of a vehicle advertised on Auto Trader's platforms, it will be the at the sole discretion of CarMoney to pay the Introducer the above Commission.
4. For the avoidance of doubt, the above commission structure applies solely to transactions involving Customers being introduced to the Company by the Introducer via Auto Trader Limited's platforms (including the website www.autotrader.co.uk, Auto Trader's mobile application and Auto Trader's dealer service delivered through a web-based portal, an application and/or APIs, which allow automotive dealers to manage their account, stock, adverts, consumer enquiries, leads and other products). To the extent that the Introducer introduces Customers to the Company other than via Auto Trader Limited's platforms, the only commission payable for such introductions shall be in accordance with any separate commission structure expressly agreed to by the Introducer and the Company.
DEBIT BACK
1. Debit Back means a repayment of the Commission or part thereof by the Introducer to the Company as provided in 3.2 or as updated from time to time in writing agreed between the parties.
2. All Commission payments are subject to a Debit Back reserved in favour of the Company.
3. 1. In the case of Introduced Business only, an early settlement (pro-rata for a partial settlement), write off, goods repossession or a re-schedule occurring at any time prior to 6 monthly payments having been applied to the Finance Agreement;
  2. In the case of Introduced Business only, a Customer exercising a statutory right to cancel or withdraw from the Finance Agreement;
  3. the Asset being returned for a breach by the Introducer of the implied terms as to quality, fitness for purpose of the Asset or being otherwise defective or the Customer otherwise returning or rejecting the Asset or making any claim against the Company regarding an 'Add-On Product' or its sale by the Introducer;
  4. any fraud (including 'fronting'), misrepresentation, bribery and/or corruption by either the Introducer or the Customer; or
  5. Voluntary termination by the Customer at any time.
  6. Any other clauses elsewhere in this Agreement which may trigger a Debit Back as detailed in those clauses.

8 May 2024

DEFINITIONS

ELIGIBILITY AND TERMS OF USE

DEALS

ADVERTISER OBLIGATIONS

PART EXCHANGE VALUATIONS

FINANCE APPLICATIONS

CANCELLATION OF A DEAL

ADVERTISER’S RIGHT TO CANCEL THE DEAL BUILDER PRODUCT AND THE CANCELLATION PROCESS

AUTO TRADER’S RIGHT TO CANCEL THE DEAL BUILDER PRODUCT

PERSONAL DATA

LIABILITY, INDEMNITY AND AVAILABILITY

QUERIES AND COMPLAINTS

GENERAL

CarMoney Ltd - Dealer/Introducer Agreement & Terms of Business

DEFINITIONS

Status of Supplier

Customer

Asset

Sale of Asset to Company

Disputes

Regulatory Matters

Payment of Commission to Supplier

Data Protection

Guarantee

Assignation

Termination

Governing law

Agreement to Terms & Conditions

Part 1

Shared Personal Data

Compliance

Mutual assistance

Indemnity

Part 2 - CarMoney SQ

Complaints Process

Part 3 - Rates, Commission and Debit Back

Rates

Commission

DEBIT BACK