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What Car? Leasing – Terms And Conditions

What Car? Leasing is part of Vertu Motors Third Ltd.

INTERNET SITE TERMS AND CONDITIONS
  1. TERMS OF USE AND DEFINITIONS
    1. Use and access to this Website is subject to the following terms and conditions. By using this Website you are agreeing to be bound by the terms and conditions below. Please therefore read them before continuing to use this Website.
    2. On each occasion that you access this Website you are deemed to have accepted all the terms and conditions that apply to us its use and to the facilities and services provided.
    3. We reserve the right to alter the terms and conditions at any time and it is your obligation to check the terms and conditions on each use of this Website to check if any change has been made.
    4. In these terms and conditions
      1. "We/us/our" means Vertu Motors Third Limited whose Company Number is 06088556 and whose registered office is Vertu Motors Third Limited, Vertu House, Fifth Avenue Business Park, Team Valley, Gateshead, NE11 0XA trading as What Car? Leasing.
      2. "Website" Means www.whatcar.com/car-leasing
      3. "You/your" means the individual person or business using the website.
  2. REPRODUCTION OF CONTENT
    1. You agree that you will not use reproduce or print materials comprising through the results of searches or information on this website for any purpose other than for your own personal, non-commercial purposes.
    2. You accept that from time to time this website may contain technical glitches or typographical errors as pages are updated from time to time. Vertu Motors Third Limited accepts no responsibility for keeping the information of these pages up to date or accepts any responsibility or liability for any failure to do so.
    3. The information contained in this website is for your "information" purposes only. Vertu Motors Third Limited is not advising you and you should not rely on any material on the website (to make or refrain from making) any decision or action.
    4. This Website contains material submitted and created by private car dealerships and other third parties. Vertu Motors Third Limited excludes all liability for any illegality arising from or error, or omission, or inaccuracy in such materials. Vertu Motors Third Limited will endeavour to amend information where it is aware of any error/misleading or misrepresenting information but, for the avoidance of doubt, is not liable for any loss suffered as a result of any such information.
    5. Vertu Motors Third Limited gives no warranties, conditions, guarantees or recommendations expressed or implied as to
      1. Completeness or accuracy of the advice and information contained in the website or any website to which it is linked.
      2. The contents of the four Leases including but not limited to the ownership quality authenticity of any photographs compliance with descriptions or fitness for purpose of any such vehicles or the terms of any leasing finance.
      3. The completeness of the results of any search via database or that the leased vehicle information selected by the search are of the only vehicles on the database which might meet the searches requirements.
  3. COPYRIGHT AND TRADEMARKS
    1. All rights, including intellectual property rights (including, without limitation, trademarks, logos graphics photos animation videos text) or the intellectual authorised use of any third party users of this Website within the content of this Website from time to time are owned or controlled for these purposes by Vertu Motors Third Limited or the third party users who supplied us with the same to this Website. Nothing in these terms or conditions in any way confers on you any licence or right under any trademarks names or logos.
    2. You agree that you will not copy reproduce republish download post broadcast record transmit commercially exploit edit communicate to the public or distribute in any way the contents of this Website.
  4. LIABILITY
    1. Vertu Motors Third Limited shall not be for any failure or loss you suffer as a result of this Website from time to time being unavailable or as a result of any change suspension or discontinue to this Website or services on this Website.
    2. Vertu Motors Third Limited shall not be liable for any loss you suffer as a result of any information being supplied by a third party company advertising deals on this Website which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or any other fault of third party company advertising deals;
    3. We shall not be liable for any damages, including without limitation, direct or indirect or consequential how so arising out of your use of this Website or in respect of any of your actions or admissions taken in relation to any of the advice or information contained in the Website or any website to which it is linked.
    4. We make no warranty that this Website (or websites to which it is linked) is free from computer viruses and it is your responsibility to ensure that you have appropriate security software and we are not liable in any way for any damage to your computer system or loss of data that results from your use of this Website
    5. Whilst Vertu Motors Third Limited will make every effort to provide accurate information and data on the Website we are unable to guarantee that all information on the Website is fully accurate and exhaustive as it is provided by third party car dealers and we will not verify the accuracy of any information posted.
    6. We do not control any websites to which the Website is linked, not their content and we do not endorse the material on the websites to which we are linked.
  5. ASSIGNMENT
    1. Vertu Motors Third Limited reserves the right to assign or subcontract any or all of its rights and obligations under these terms and conditions to any third party. You may not without our prior written consent assign or dispose of any rights or obligations arising under these terms and conditions.
  6. CORRESPONDENCE
    All correspondence relating to the website should be sent to 0844 5562035
  7. BUYING LEASEING DEALS FROM CAR DEALERS
    1. If you wish to purchase any car leasing facilities or related finance arrangements from any selective dealer via this Website you are bound by the terms of use and provision of services of that car dealer and Vertu Motors Third Limited is not acting as agent for such car dealer nor selling reselling or licensing any of their products or financing services.
    2. We will not be party to any transaction between you and any car leasing dealer whose goods and services you purchase following carrying out searches on this Website and we have no liability in respect of any listed products or services of any car dealer on this Website.
    3. If you have any queries or complaints in relation to the purchases deals or financing you agree to contact the car dealer direct, and this includes issues in relation to any complaints or disputes you have with the products. You agree that you will not involve Vertu Motors Third Limited in any dispute between you and any third party or car dealer.
    4. Where there is a discrepancy between any information on this Website and on the website of any car dealer the information on the car dealer website shall be deemed to prevail.
  8. CONDUCT OF YOU THE USER
    1. You agree:-
      1. not to access this Website and/or use the services to interfere or disrupt the Website or services or connected networks or links or to breach any law or regulation;
      2. not intentionally or un-intentionally to extract collect process combine personal data about other users.
      3. not to reproduce duplicate copies sell resell or exploit for any commercial purpose any aspect of this Website, its contents or links.
    2. You agree that you will read the car dealerships terms or conditions of use and check your understanding and agree with them in relation to purchasing the any car leasing deal with or without any related financing. It is your responsibility to identify any mistake on any leasing policy or financing agreement based on the information that you have given. You will agree that Vertu Motors Third Limited is not responsible to you if any car leasing agreement or related finance agreement is invalid because of mistakes you make in providing correct information.
  9. CHANGES TO THE WEBSITE
    Vertu Motors Third Limited reserves the right to change at any time or to modify or discontinue temporarily or permanently the website and the services or any part of them or to re-launch new services and information and websites with or without notice.
  10. TERMINATION
    You agree that Vertu Motors Third Limited in its sole discretion may terminate access to the website or the use of services and remove any content within the Website at its sole discretion at any time without notice.
  11. COMPENSATION
    You agree to compensate Vertu Motors Third Limited and its offices agents and employees etc. from any claim or damages (including legal fees and disbursements) in respect of any matter in relation to or arising from your use of this Website which is in breach of these terms and conditions.
  12. QUOTATIONS AND AVAILABILITY OF DEALS
    Quotations provided on this Website are intended as an indication only based on the information available at the time we receive the information from the third party car dealers . They are also based on the information you provide and for the area that you search. They are not binding quotations and all quotes are subject to the availability of the car leasing deal in question. We will give you no promise representation or warranty about the accuracy reliability suitability or availability of the deals on this site. We will, however, use our best endeavours to ensure that deals are removed from the system within a reasonable period of the deal ceasing to be available by the car dealer.

TERMS & Conditions - CAR DEALER AGREEMENT

This Agreement in entered into between Vertu Motors Third Limited whose Company Number is 06088556 and whose registered office is Vertu Motors Third, Vertu House, Fifth Avenue Business Park, Team Valley, Gateshead, NE11 0XA

The Car Dealer

  1. Background
    This Agreement is entered into by Vertu Motors Third Limited and the Car Dealer in relation to the Car Dealer utilising the car lease hire deal advertising and comparison website operated by Vertu Motors Third Limited and all subsidiary services in relation to this as set out in this Agreement.
  2. Definitions and Interpretation
    1. The following expressions used in this Agreement shall have means contributed below;
      1. "Advertised Deals" means the individual deals placed on the Website and the Mini-Site by the Car Dealer through the AMOS system and each Advertised Deal will include the car make, model, cost of lease, length of lease term and any other relevant information that Vertu Motors Third Limited shall from time to time notify to the Car Dealer in writing;
      2. "AMOS" means the computer software system known as Automotive Media Online Solution designed and built by Vertu Motors Third Limited for the purpose of linking Input Material from the Car Dealer to the Mini-Site and the Website;
      3. "Car Dealer" means the company, partnership or individual stated in the client details section of the completed order form ("the Order Form"), which forms part of this Agreement;
      4. "Car Dealer Services" means the provision of services by Vertu Motors Third Limited to the Car Dealer as set out in Schedule Two Part B of this Agreement;
      5. "Commencement Date" means the date stated in the Order Form; 
      6. "Conditions" means the provisions imposed on the Car Dealer as set out in Schedule One of this Agreement;
      7. "Customers" means the all persons acting as individuals or any firm, company, partnership or other business who from time to time utilise the services on the Website and the Mini-Site for the purpose of seeking car lease hire deals;
      8. "Customer Services" means the provision of services by Vertu Motors Third Limited to the Customers as set out in Schedule Two Part A of this Agreement;
      9. "Expiry Date" means the date last date from the Commencement Date until the last day of the contract duration as stated in the Order Form unless terminated or cancelled earlier in accordance with the terms of this Agreement;
      10. "Fees" means the initial administration fee and the subscription fee as set out in writing by Vertu Motors Third Limited to the Car Dealer and which forms part of this Agreement;
      11. "Input Material" means any photographs, materials, data or other information provided by the Car Dealer relating to the Advertised Deals;
      12. "Intellectual Property" means copyright, designs, patents, confidential information and trademarks and includes the names Vertu Motors Third and What Car? Leasing and all related logos and all domain names of any relevant part of the Software and any source codes;
      13. "What Car? Leasing" means the trading name of Vertu Motors Third Limited for the purpose of the Website and the Services but at all times reserves the right to use the name "Vertu Motors Third Limited" in the alternative to What Car? Leasing;
      14. "Mini-Site" means the Car Dealer's exclusive mini web-site as linked to the Website and to the AMOS system, for the purpose of providing information to the Customer of the Advertised Deals;
      15. "Other Dealers" means other car dealers who have entered into agreement with Vertu Motors Third Limited on similar terms to this Agreement in relation to other parts of the United Kingdom excluding the Territory or, if within the Territory other car makes and models excluding the Specification;
      16. "Quote Requests" means requests for prices and availability of cars of the Specification for leasing;
      17. "Services" means the Car Dealer Services and the Customer Services;
      18. "Software" means the Website, the Mini-Site, the AMOS system, the domains and all related software owned by or under licence to Vertu Motors Third Limited;
      19. "Specification" means the Car Dealer's car make and model specification(s) as set out in writing by Vertu Motors Third Limited to the Car Dealer and which forms part of this Agreement;
      20. "Targets" Means the performance, response and other targets required to be met by the Car Dealer as set out in writing by Vertu Motors Third Limited to the Car Dealer and which forms part of this Agreement;
      21. "Term" Means from the Commencement Date until the Expiry Date or until terminated or cancelled earlier in accordance with the terms of this Agreement;
      22. "Territory" Means the geographical area as set out in writing by Vertu Motors Third Limited to the Car Dealer and which forms part of this Agreement;
      23. "VAT" Means value added tax or any other equivalent tax which shall replace or be supplemental to value added tax;
      24. "the Website" means the website owned and operated by Vertu Motors Third Limited for the provision of the Services to the Customers and the Car Dealer.
    2. Headings contained in this Agreement are for reference purposes only and should not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the Clause to which they relate.
    3. All Agreements on the part of either of the parties which comprise more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the parties.
    4. Words importing persons shall include firms companies and corporations and vice versa
    5. Any reference in these Terms to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
  3. Grant
    Subject to the Car Dealer complying with the terms and conditions in this Agreement and PROVIDED always that the Car Dealer complies with the Conditions and the Targets Vertu Motors Third Limited appoints the Car Dealer as its sole and exclusive representative on the Website to receive from the Customers Quote Requests and to advertise car lease hire deals:-
    1. for the Territory;
    2. for the Term;
    3. for the Specification; and
    4. in respect of the number of Quote Requests received up to a maximum of the Quote Target
  4. Vertu Motors Third Limited's Obligations
    Vertu Motors Third Limited will:-
    1. provide the Services;
    2. use reasonable endeavours to secure Quote Requests from Customers for the general benefit the Car Dealer and the Other Dealers;
    3. subject to the terms of this Agreement permit the Car Dealer to use and maintain the Software for the benefit of the Car Dealer and the Customers ;
    4. use reasonable endeavours to promote and protect the name of Vertu Motors Third Limited and What Car? Leasing and to protect the Intellectual Property;
    5. maintain the Software to ensure that the Customers or potential Customers can obtain Quote Requests from the Car Dealer, save for during any period of disruption beyond the control of Vertu Motors Third Limited; and
    6. maintain a reasonable level of computer protection software to protect the Software.
  5. The Car Dealer's Obligations
    The Car Dealer will:-
    1. comply with all applicable present and future laws (including all data protection laws), authorisations, registrations, duties, codes of conduct, regulations, notices, permits, consents, approvals including, but not limited to, those relating to the advertising of, financing of and provision of car hire leases including any requirements and rules of the Financial Services Authority or such other body that replaces it;
    2. at all times to diligently protect and promote the interests of Vertu Motors Third Limited and What Car? Leasing;
    3. in all matters to act loyally and faithfully toward Vertu Motors Third Limited;
    4. use best endeavours to meet the Targets;
    5. Comply with the Conditions;
    6. on entering into this Agreement or any other agreement or transaction with Vertu Motors Third Limited during the Term make full disclosure of all material circumstances and of everything known to it respecting the subject matter of the relevant Advertising Deals or any transaction or other relevant information which may adversely affect the reputation of Vertu Motors Third Limited or What Car? Leasing or the Intellectual Property;
    7. not discriminate and Customer or potential Customer on grounds of sex, race, disability, religion or belief or sexual orientation and comply with all discrimination legislation and regulation from time to time in force;
    8. not any time during or after the Term divulge or allow to be divulged to any person or body corporate any information in relation to Vertu Motors Third Limited;
    9. comply with the terms of any default notice served by Vertu Motors Third Limited on the Car Dealer specifying a breach of the provisions on this Agreement and requiring the breach to be remedied so far as it may be but nothing in this clause is intended to require Vertu Motors Third Limited to serve notice of any breach before taking action in respect of it;
    10. not assign charge or otherwise deal with this Agreement in any way;
    11. not delegate any duties or obligations arising under this Agreement otherwise than may be expressly permitted under its terms;
    12. indemnify and keep indemnified Vertu Motors Third Limited from and against any loss, damage or liability (whether criminal or civil) suffered (including legal fees and costs incurred) by Vertu Motors Third Limited resulting from a breach of this Agreement by the Car Dealer; and
    13. make all payments as set out in clause 6 and in the manner specified promptly without demand deduction or set off.
  6. Payment of Fees by Car Dealer
    1. The Car Dealer shall pay the Fees plus VAT on the Fees;
    2. If payment of the Fees, or of any amount due under the terms of this Agreement, is not made on the due date, Vertu Motors Third Limited shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 5% per cent above the base rate from time to time of HSBC Bank plc or such other banking institution as Vertu Motors Third Limited shall reasonable elect from the due date until the outstanding amount is paid in full.
  7. Cancellation
    1. Subject to clause 7.2 of this Agreement the Car Dealer may cancel this Agreement at any time before the Commencement Date on giving Vertu Motors Third Limited Notice in writing
    2. If the Car Dealer serves notice on Vertu Motors Third Limited to terminate this Agreement in accordance with clause 7.1 above less than 30 days prior to the Commencement Date the Car Dealer shall then be liable to pay to Vertu Motors Third Limited  50% of the Fees in consideration of any work already carried out by Vertu Motors Third Limited in linking the Car Dealer to the Software
    3. Subject to clause 7.4 of this Agreement the Car Dealer may cancel this Agreement at any time after the Commencement Date on giving Vertu Motors Third Limited one calendar month's notice in writing
    4. If the Car Dealer serves notice on Vertu Motors Third Limited to terminate this Agreement in accordance with clause 7.3 above the Car Dealer shall pay to Vertu Motors Third Limited within 30 days the full amount owing under clause 6.2 above.
    5. Any 'opt out clause' offered is subject to the dealer using the system in accordance with the terms as listed in 'Schedule Two, The Conditions and Standards Required of the Car Dealer'.
  8. Termination
    1. Save as set out in clause 7 above this Agreement shall terminate immediately on the Expiry Date or earlier if;
      1. the Car Dealer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
      2. an encumbrances takes possession, or a receiver is appointed, of any of the property or assets of the Seller; or
      3. the Car Dealer ceases, or threatens to cease, to carry on business; or
      4. Vertu Motors Third Limited reasonably apprehends that any of the events mentioned above is about to occur in relation to the Car Dealer and notifies the Car Dealer accordingly
    2. Either party may (without limiting any other remedy) at any time terminate this Agreement by giving written notice to the other if:-
      1. the other commits any breach of this Agreement and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so; or
      2. the other party acts fraudulently or is guilty of fraud or deliberate misrepresentation or fails to deal fairly and honestly with the Customers or is convicted of any criminal offence or is found to be in breach of any regulatory standards and requirements
      3. the other party divulges confidential information in relation to the Services, the Intellectual Property or the Customers' personal information to any unauthorised third parties
      4. changes in legislation, regulations or administrative practice or a decision by any competent authority adversely affects either party's ability to meet their obligations under this Agreement
    3. Vertu Motors Third Limited may (without limiting any other remedy) at any time terminate this Agreement by giving written notice to the Car Dealer if:-
      1. Vertu Motors Third Limited receives three or more reasonably founded complaints during the Term about the service provided by the Car Dealer or about the accuracy of information in the Advertised Deals; or
      2. the Car Dealer behaves in manner which in a reasonable opinion of Vertu Motors Third Limited may damage the Intellectual Property or the reputation of Vertu Motors Third Limited or What Car? Leasing or any of the Other Dealers or of the owner or manufacturer of the Specification or is in any way defamatory to any party to the Agreement or otherwise or is insulting or offensive or is discriminatory;
      3. the Car Dealer fails to correct, within 2 working days of receiving notice, any incorrect information contained in any Advertised Deals; or
      4. the Car Dealer fails to remove from the Mini-Site any Advertised Deal that has ceased to be available for 5 or more days
  9. Consequences of Termination, Expiry or Cancellation
    1. The termination, expiry or cancellation of this Agreement shall be without prejudice to any rights and obligations of either party which have already accrued under this Agreement and shall be without prejudice to any rights and obligations of either party in respect of any period after such termination, expiry or cancellation
    2. In the event of termination, expiry or cancellation of this Agreement the Car Dealer must:-
      1. immediately cease using the Software and and must not purport to be affiliated with or otherwise associated with Vertu Motors Third Limited or What Car? Leasing;
      2. immediately pay all sums and amounts due to Vertu Motors Third Limited under the terms of the Agreement or otherwise;
      3. not at any time disclose any confidential information relating to Vertu Motors Third Limited, What Car? Leasing, the Services, the Intellectual Property or any of the Customers' personal information; and
      4. for a period of two years after the effective date of termination, expiry or cancellation undertake not to damage the goodwill of Vertu Motors Third Limited or Lease Cars Direct and not to solicit Customers or former Customers with the intent of taking their custom
      5. In the event of termination, expiry or cancellation of this Agreement of if the Car Dealer is, in the reasonable opinion of Vertu Motors Third Limited in breach of the terms of this Agreement Vertu Motors Third Limited can immediately terminate the Car Dealers access to and use of the Software and is under no liability the Car Dealer for this action
  10. Liability
    1. Vertu Motors Third Limited shall not be liable to the Car Dealer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of Vertu Motors Third Limited's obligations in relation to the Services, if the delay or failure was due to any cause beyond  Vertu Motors Third Limited's reasonable control and for the avoidance of doubt this shall include, but is not limited to any period of unavailability of the Software due events beyond Vertu Motors Third Limited's control, or any denial of service attack, virus or other technologically  harmful material that may affect the Software or the Car Dealer's computer equipment
    2. Vertu Motors Third Limited shall not be liable to the Car Dealer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Car Dealer;
    3. Except in respect of death or personal injury caused by Vertu Motors Third Limited's negligence, or as expressly provided in this Agreement, Vertu Motors Third Limited shall not be liable to the Car Dealer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement, for any damage to property or any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Car Dealer, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services (including any delay in providing or failure to provide the Services) or their use by the Customer.
  11. Indemnity
    1. The Car Dealer fully indemnifies Vertu Motors Third Limited against all loss damage or liability incurred by Vertu Motors Third Limited or any of the Other Dealers affected including all costs, claims, suits, actions, proceedings, damages, law suits, penalties, fires, liabilities and expenses of investigation in defence of any claim, including legal fees and disbursements, consultants fees and disbursements, consequential or otherwise resulting from, but not restricted to:-
      1. any breach of this Agreement by the Car Dealer;
      2. the use of the Software by the Car Dealer in default of this Agreement; any wilful act error or omission of the Car Dealer (or its employers or agents) to comply with any reasonable request of Vertu Motors Third Limited.
      3. any misrepresentation,  or incorrect information provided by the Car Dealer to Vertu Motors Third Limited OR IN THE Input Material
      4. any failure on the part of the Car Dealer to provide any Quote Request Replies with reasonable skill and care
      5. The provisions of clause 11.1 shall survive termination, expiry or cancellation of this Agreement how so ever arising.
  12. Force Majeur
    1. Neither the Seller nor the Buyer shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Conditions, Targets or the Services, if the delay or failure is beyond that party's reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond either party's reasonable control:
      1. act of God, explosion, flood, tempest, fire or accident;
      2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
      3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
      4. import or export regulations or embargoes;
      5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees or either Vertu Motors Third Limited or the Car Dealer or of a third party);
      6. power failure or breakdown in machinery;
      7. interruption or failure of internet facilities.
  13. VAT
    1. All sums payable under this Agreement unless otherwise stated exclusive of VAT and in the other duties of taxes. 
    2. Any VAT or other duties of taxes payable in respect of such sums shall be payable in addition to such sums.
  14. Change of Address
    Each of the parties should give notice to the other of the change or acquisition of any address or telephone telex or similar number at the earliest opportunity but in any event within 48 hours of such change or acquisition.
  15. Notices
    1. Any notice given pursuant to this Agreement must be in writing and must be delivered by hand or sent by pre-paid first class post, special delivery.
    2. A correctly addressed notice sent by pre-paid first class post will be deemed to have been delivered at the time at which it would have been delivered in the normal course of the post.
  16. Variation and Waiver
    1. No failure or delay by either party in exercising any of its rights or remedies under this Agreement or by law shall be deemed to be a waiver of that right nor shall it prevent or restrict any future exercise or enforcement of such right or remedy, and no waiver by either party of any breach of this Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
    2. Any decision exercise of discretion judgement or opinion or approval of any matter mentioned in this Agreement or arising from it shall be binding on a party only if in writing signed on behalf of the party and shall be at its sole discretion unless otherwise expressly provided in this Agreement.
    3. Any waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
    4. No single or partial exercise in any right or remedy under this Agreement shall prevent or restrict the further exercise of any such right or remedy or other rights or remedies.
  17. Change in Software and Procedures
    1. Vertu Motors Third Limited reserves the right to change the Software, the contents of the Website and the Mini-Site, extend the Services and amend the charges for such Services and , save for any variation of charges, does not need to notify the Car Dealer of any such changes;
    2. If in its absolute discretion Vertu Motors Third Limited deems it necessary it can amend or remove any information on the Website or the Mini-site or create write ups for any Advertised Deal on the Website or Mini-Site if the Car Dealer has failed to provide this information
  18. Continuity Service and Default
    If the Car Dealer, for whatever reason, fails to perform its obligations in whole or in part strictly in accordance with the terms of this Agreement or, in the reasonable opinion of Vertu Motors Third Limited, there is a delay in the Car Dealer meeting its obligations to Vertu Motors Third Limited or to the Customer in accordance with this Agreement and in accordance with the Targets, then without prejudice to any other of its rights under its Agreement or at law Vertu Motors Third Limited may, by its own staff or by any alternative car dealer or Other Dealers or contractor, at the cost of the Car Dealer, provide such services which the Car Dealer fails to perform.
  19. Use of Intellectual Property
    1. The Car Dealer is permitted to use the logo and marks of Vertu Motors Third Limited and What Car? Leasing in relation to their own activities subject to the constraints in this Agreement and is permitted to create a link from the Car Dealer's own website (if any) to the Website and to the Mini-Site and to use the Vertu Motors Third Limited and What Car? Leasing names and logos on its letterhead and other stationery. Such use of the Vertu Motors Third Limited and Lease Car Direct names and logos must be maintained to the reasonable satisfaction of Vertu Motors Third Limited.. 
    2. The property and any copyright or other intellectual property rights in any Input Material or any logos and marks in relation to the Specification shall belong to the Car Dealer or other party as applicable.
    3. The Car Dealer warrants that any Input Material and its use by Vertu Motors Third Limited in relation to the Services and the Software will not infringe the copyright or other rights of any third party, and the Car Dealer shall indemnify Vertu Motors Third Limited against any loss, damages, costs, expenses or other claims arising from any such infringement.
  20. Confidentiality
    1. The Car Dealer must not divulge or communicate to any other person (other than to those employees, sub-contractors or professional advisors on a need to know basis only or upon Vertu Motors Third Limited's instructions or with Vertu Motors Third Limited's prior written consent), or use for the Car Dealers own purposes or for purposes other than in association with the Vertu Motors Third Limited network, any trade secrets or other confidential information of Vertu Motors Third Limited or Other Dealers that the Car Dealer may have received or obtained during the term.
    2. The Car Dealer must use its best endeavours to ensure that all of its employees and sub-contractors comply with these confidentially terms.
    3. Vertu Motors Third Limited shall not disclose confidential information of the Car Dealer which has been provided to Vertu Motors Third Limited during the term unless required by law or Court Order.
    4. Any information provided by the Customers which shall be kept confidential by the Car Dealer, and all information provided by Vertu Motors Third Limited which is so designated by Vertu Motors Third Limited shall be kept confidential by the Car Dealer but the foregoing shall not apply to any documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
  21. Severance
    1. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.
    2. If any invalid, unenforceable or legal provision would be valid enforceable or legal if some parts or it were deleted the provisions should apply with the minimal modification necessary to make it legal valid and enforceable. 
  22. Assignment
    This Agreement and the rights under it may be assigned or transferred by Vertu Motors Third Limited.
  23. Data Protection Act
    1. The parties to this Agreement reach mutually undertake and agree not to disclose to any unauthorised person any data the subject of the Data Protection Act 1998 or any subsequent statutory re-enactment.
    2. The parties to this Agreement mutually undertake and agree to apply for registration of the Data Protection Act 1998 either as data user or as computer bureau if necessary. 
  24. NO RELIANCE ON ORAL REPRESENTATION
    The Car Dealer agrees that it enters into this Agreement solely upon the basis of the terms of this Agreement and any associated documentation referred to herein and not in reliance upon any oral or implied representation made by or on behalf of Vertu Motors Third Limited.
  25. Rights of Third Parties
    For the purpose of the Contract (Rights of Third Parties) Act 1999 it is agreed that nothing in this Agreement shall confer on any third party any right to enforce any benefit during the term of this Agreement
  26. APPICABLE LAW AND JURISDICTION
    English law shall apply to this Agreement, and the parties agree to submit to the non-exclusive jurisdiction of the English courts in all matters affecting this Agreement

SCHEDULE ONE
THE SERVICES
The services provided by Vertu Motors Third Limited to the Customers and Car Dealer respectively

PART A Services to the Customers

  1. PROVIDED individual Customers adhere to the terms and conditions of the Website, as detailed from time to time on the Website, to make the Website and the Mini-Site available at all times (save as excluded in this Agreement) to the Customers;
  2. To investigate any complaint made by any Customer in relation to any of the Other Dealers which may in the reasonable opinion of Vertu Motors Third Limited damage the reputation of any of the Other Dealers, Vertu Motors Third Limited or the Car Dealer

PART B Services to the Car Dealer

  1. Maintain access for Customers to the Website and the Mini-Site at all times (save as excluded by this Agreement)
  2. Maintain the Software at all times (save as excluded by this Agreement);
  3. Maintain the AMOS system for the Car Dealer to enable the Car Dealer to:-
    1. upload Advertising Deals directly to Vertu Motors Third Limited's the Website and the Mini-Site;
    2. receive notification when they have new Quote Requests;
    3. manage the Quote Requests and any enquiries from Customers throughout the process;
    4. upload stock and special deals to the Mini-Site;
  4. Maintain the Mini-Site and protect the domain of this for the purpose of linking the Input Material to the Website;
  5. Maintain a reporting suite on the AMOS system for the benefit of the Car Dealer providing them with relevant statistical information that Vertu Motors Third Limited in its absolute discretion deems relevant to the Car Dealer and the success of Quote Requests;
  6. (a) Subject to (b) below to act as a liaison between the Car Dealer and independent finance providers for the purpose of facilitating the arrangement of finance for Customers to purchase car lease hire agreements from the Car Dealer

 

SCHEDULE TWO
The Conditions
The conditions and standards required of the Car Dealer

  1. The Car Dealer will use their reasonable endeavours to ensure that the details and information in relation to the Car Dealer and the details and information in relation to the Advertised Deals contained in the Website and the Mini-Site are true, correct and up to date;
  2. The Car Dealer will use their best endeavours to adhere to all industry regulations, charters, legal and best practice regulations, standards and procedures;
  3. The Car Dealer will complete Quote Request replies to Customers in a timely and professional manner and in accordance with the Targets;
  4. The Car Dealer shall remove all Advertised Deals no longer available from the Software no later than 5 days after the availability of the Advertised Deal is over;
  5. The Care Dealer shall ensure the accuracy of all Input Material and notify Vertu Motors Third Limited within 1 working day of any errors in any Advertised Deals;
  6. The Car Dealer shall, at its own expense, maintain after as well as during the term of this Agreement appropriate insurance in respect of its obligations in this Agreement (as is applicable);
  7. The Car Dealer shall, at all times, act in a way to maintain the good reputation of the Car Dealer, the Specification and Vertu Motors Third Limited and What Car? Leasing;
  8. The Car Dealer shall use its best endeavours to meet the Targets. If at any time the Car Dealer is unable to maintain the Targets it shall notify Vertu Motors Third Limited within 1 working day;
  9. The Car Dealer shall, at its own expense, maintain a reasonable level of computer protection software to protect the Software;
  10. The Car Dealer shall ensure that only employees and agents of the Car Dealer with an appropriate level of authority have access to passwords and log-in details for the Mini-Site;
  11. The Car Dealer shall ensure that there are no less than 50 Advertised Deals on the Website at any one time; Unless otherwise stated on their order form;
  12. The Car Dealer shall respond to Quote Requests in reasonable time and deal with Customers professionally;
  13. The Car Dealer shall make the Customer fully aware of all the terms and conditions of any finance or car lease hire agreements the Customer is intending to enter into;
  14. The Car Dealer shall deal with all enquiries from Customers and Vertu Motors Third Limited is under no obligation to provide any information to Customers or to liaise with Customers;
  15. On 'Cost per Lead' (CPL) contracts, the car dealer shall at all times have a minimum of 10 deals per manufacturer displayed on the site.
  16. On 'Cost per Lead' (CPL) contracts, the car dealer agrees to have their 'top deals' section of AMOS populated at all times.
  17. On 'Cost per Lead' (CPL) contracts, the car dealer accepts that if they do not meet the requirements listed in point 21 and 22, that 'Vertu Motors Third Limited' reserves the right to apply a minimum fee of £10 + VAT for each manufacturer account, for each day the conditions of point 21 and 22 are not met.
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