By signing an Insertion Order with carsales for services which enable the Advertiser to receive website design, development or hosting services (e.g. an “i-Motor landing page”), the Advertiser agrees to the following additional terms and conditions (“Terms”). These Terms are supplemental to the Advertising Service Terms and Conditions referenced in the Insertion Order (and any other applicable incorporated terms)- and any other contracts it may have entered into governing the advertising services.
1. DEFINITIONS
For the purposes of these Terms:
(A) “Service Provider” means a subcontractor nominated by carsales which provides all or part of the Website Solutions Services under these Terms on carsales’ behalf;
(B) “Website” means a website (e.g. a landing page) built and maintained by carsales under these Terms; and
(C) “Website Solutions Services” means the tailored website design and development and other ancillary services to be provided by carsales to the Advertiser under these Terms, as agreed in writing between the Advertiser and carsales. For the avoidance of doubt, the Website Solutions Services form part of the “Advertising Services” to be provided under the Advertising Service Terms and Conditions.
Any capitalised terms that are not defined in these Terms have the corresponding meaning given to those terms in the Advertising Service Terms and Conditions (or the other applicable terms incorporated into those terms).
2. WEBSITE SOLUTIONS SERVICES
(A) Subject to the Advertiser’s compliance with these Terms, carsales will use its best endeavours to provide the Website Solutions Services to the Advertiser. For the avoidance of doubt, carsales may subcontract the performance of all or any part of the Website Solutions Services to the Service Provider. carsales remains responsible for all actions of any Service Provider as if they were its own actions, subject to the exclusions and limitations of liability otherwise contained in this Agreement. Where a right or obligation is conveyed on carsales under this Agreement (including these Terms) in relation to the Website Solution Services, that right may be exercised or obligation fulfilled by the Service Provider.
(B) All information provided by an Advertiser for the purposes of the Website Solutions Services is “Advertising Material” for the purposes of this Agreement. The Advertiser agrees not to:
(i) transmit files that contain viruses, corrupted files, worms, defects or any other similar software or programs that may damage the operation of another person’s computer or damage any of the carsales Network infrastructure; or
(ii) interfere with the proper working of the carsales Network.
(C) The Advertiser will promptly do all things reasonably necessary to enable carsales to perform the Website Solutions Services including, but not limited to:
(i) providing all Advertising Material relevant to the building, design, contents and maintenance of the Website which may include website domain names, activation keys, URLs and corporate identity material (logos etc);
(ii) providing such information in the format reasonably prescribed by carsales from time to time;
(iii) making available all personnel and data of the Advertiser’s business in each case as reasonably required to assist carsales in providing the Website Solutions Services; and
(iv) if applicable, providing access to stock feeds from any non-AutoGate dealer management system as agreed from time to time.
(D) In addition to the information listed in paragraph (C), the Website may also require content for its “Terms of Use” and “Privacy Policy” pages. The Advertiser may either use its own materials, or may use templates provided by carsales to develop the content for these pages. If the Advertiser elects to use carsales’ templates, the Advertiser acknowledges and agrees that: (i) the templates have been provided by carsales as pro forma examples, not legal advice, and the Advertiser should obtain independent legal advice to adapt them to its own needs; (ii) the templates may contain statements that are not relevant or applicable, or may not address issues or legal requirements that apply, to the Advertiser’s specific business; (iii) to the extent permitted under applicable law, carsales does not provide any representation or warranty that the templates are up-to-date, fit for use on the Website or suitable for the Advertiser’s needs; (iv) the Advertiser should review the templates with care, and make any modifications, deletions or additions as considered necessary; and (v) to the maximum extent permitted by law, carsales excludes all liability arising in connection with the Advertiser’s use of the templates.
(E) The Website is subject to the prior written approval of carsales and the Advertiser (each party to not unreasonably withhold consent). Subject to it providing prior or contemporaneous notice to the Advertiser, carsales may withhold, withdraw or refuse to display the Website:
(i) if the Advertiser breaches any of the terms or warranties in this Agreement; or
(ii) if carsales (acting reasonably) has concerns that any Advertising Materials published (or proposed by the Advertiser to be published) on the Website do not comply with the relevant requirements set out in the Agreement.
(F) The Advertiser acknowledges and agrees that the performance by carsales of some of its obligations under this Agreement is dependent on the Advertiser (and if applicable, other third parties) performing their obligations. The Advertiser will have no remedy against carsales in relation to any delay or failure to provide the Website Solutions Services to the extent that such delay or failure is the direct result of any act or omission of the Advertiser (or its relevant third parties).
(G) Whilst carsales will use best endeavours to formulate solutions that will positively impact the Advertiser’s business and promptly consider and take reasonable steps to address any issues brought to its attention, save for guarantees which cannot be excluded under applicable law, carsales does not provide any representation, warranty or guarantee:
(i) that the Website Solutions Services are adequate or suitable for the Advertiser’s specific circumstances and needs;
(ii) that the Website Solutions Services provided will have any particular results or outcome;
(iii) concerning the availability of the Website over a particular period of time;
(iv) concerning the timing or accuracy of the indexation of the Website or its search engine as this will depend on when a search engine provider (such as Google) crawls the Website, the quality of the Advertiser’s domain (including content) and various other factors; or
(v) that the Website will be free from defects, faults, viruses, bugs or limitations.
(H) The parties acknowledge that in connection with or as part of the Website Solutions Services and/or Website, certain third parties (“Third Party Providers”) may provide data, technology or other services (“Third Party Services”) to the Advertiser (either directly or via carsales or the Service Provider as an authorised reseller), and that these Third Party Services may be subject to additional fees and costs to be notified to and approved by the Advertiser in advance (unless already set out in the Insertion Order). Subject to the Advertiser’s prior approval, the Advertiser authorises carsales to engage with any such Third Party Providers on behalf of the Advertiser for the purposes of facilitating the provision and integration of the relevant Third Party Services in connection with the Website. To the extent permitted under applicable law, the Advertiser agrees and acknowledges that to the extent that any such Third Party Services are provided:
(i) whilst carsales will use reasonable endeavours to resolve any technical issues within its control, carsales is not liable for, and makes no representations, guarantees or warranties in respect of, the Third Party Provider or any Third Party Services made available (including but not limited to the features, reliability, accuracy, completeness, integration, quality or availability of those products or services);
(ii) unless otherwise specified, the third party is not affiliated or associated with, or endorsed by, carsales;
(iii) unless expressly permitted or agreed to by carsales in writing, carsales is not a party to any agreement between the Advertiser and the relevant Third Party Provider;
(iv) whilst carsales will provide reasonable support to the Advertiser in respect of any specific issues, the Advertiser acknowledges that it may be required to resolve any issues in respect of the relevant Third Party Services directly with that Third Party Provider, and carsales is under no obligation to participate in any disputes between the Advertiser and the relevant Third Party Provider; and
(v) carsales may directly charge Third Party Providers fees for integration, testing, reporting and or maintenance of third party solutions.
This paragraph (H) does not apply to the Service Provider.
(I) The Website is subject to the prior approval of carsales and the Advertiser (such consent not to be unreasonably withheld by either party). carsales may withhold, withdraw or refuse to display any Website:
(i) immediately at any time if the Advertiser breaches any of the terms or warranties in this Agreement; or
(ii) if carsales (acting reasonably) has concerns that any Advertising Materials published (or proposed by the Advertiser to be published) on the Website do not comply with the requirements set out in this Agreement.
(J) Based on the nature of the Website Solutions Services, the Advertiser acknowledges that carsales will have editorial control in relation to the Website and associated Website Solution Services (including but not limited to design, content, format, size and position of elements), provided that the Advertiser may at any time request, or through the content management system make their own (as applicable), changes to the content displayed on the Website at any time. carsales will consider in good faith whether or not the requested change can be implemented. The parties acknowledge that certain types of requested changes may not be able to be made to the Website, including (without limitation) due to: (i) technical limitations associated with the Website Solutions Services (e.g. certain types of structural or design changes cannot be accommodated); and (ii) the applicable branding or other guidelines issued by a relevant OEM.
(K) The Advertiser shall be responsible for complying with all applicable laws and third party terms and conditions in relation to its use of the Website Solutions Services and the publication of the Website (including content displayed on the Website) and obtaining all consents and approvals (including those required under all applicable privacy laws) as are necessary for its use. Without limiting any other term of this Agreement, carsales will not be liable for:
(i) any content published or otherwise made available through the Website (including, but not limited to, any error, misplacement, amendment or omission in respect of such content), unless carsales has failed within a reasonable period of time to comply with a lawful and reasonable written request from the Advertiser to amend or update the relevant content; or
(ii) any negative impact on the Advertiser’s business or any end user as a result of using the Website.
(L) The Advertiser’s web hosting services (if acquired from carsales) do not cover management of email addresses or email hosting or serving related to the domain name of the Website. It is the Advertiser’s responsibility to arrange management, hosting and serving of its email system and redirection of its domain name.
(M) The Advertiser must take all action reasonably directed by carsales in regards to the provision of the Website Solutions Services and the Advertiser acknowledges that carsales will not be responsible for any delay in the publication of the Website which is due to the Advertiser (or any other relevant third party) not promptly taking any action reasonably directed by carsales.
(N) Website Solutions is a content management system. The Advertiser is responsible for providing and updating (through the relevant designated platforms) its own content, product descriptions, pricing, images and other product information.
(O) The Website Solutions Services may involve data sharing and lead integration between the Website and AutoGate (as set out further in the carsales Lead Handling Terms and Conditions). If applicable, the Advertiser agrees that:
(i) carsales and the Service Provider may share inventory and Lead data for this purpose;
(ii) carsales may use Leads arriving from the Website as it does Leads from its own websites, for example, for data analysis purposes. The Advertiser must manage all such Leads in accordance with the Autogate Terms (available at https://autogate.co/static/terms-and-conditions.pdf);
(iii) carsales may limit the number of carsales library images transferred with Advertiser’s inventory, where relevant;
(iv) carsales will use reasonable endeavours to supply the data from time to time but, to the extent permitted under applicable law, does not guarantee (i) data delivery, (ii) speed of delivery, or (iii) the nature, reliability, accuracy or completeness of any data transmitted; and
(v) for the avoidance of doubt, the transfer, handling and use of Leads will be governed by the Lead Handling Terms and Conditions (as incorporated into the Advertising Service Terms and Conditions).
(P) carsales may (acting reasonably) alter the fields of data distributed from time to time by notice in writing. If any alteration results in a material reduction in the data being transferred under this Service, carsales will use reasonable endeavours to provide 30 days’ notice to the Advertiser and the Advertiser may terminate these Terms.
3. INTELLECTUAL PROPERTY RIGHTS
(A) Notwithstanding any other provision in this Agreement, but subject to paragraph (C) below, all Intellectual Property Rights in the Website Solutions Services are vested in carsales (or the Service Provider, as applicable) and there is no assignment of Intellectual Property Rights in the design, architecture, data integrations and template of the Website, the user interface or any materials or documentation (including but not limited to the website hosting software, training, workshops, seminars, newsletters, marketing communications, documentation, templates and data) which is incorporated into the Website or which may be used in the course of providing the Services to the Advertiser (“carsales IP”). Any unauthorised dissemination, copying or use of carsales IP is strictly prohibited.
(B) Subject to its compliance with the terms of this Agreement, carsales (or the Service Provider, as applicable) grants to the Advertiser for the term of the relevant Insertion Order a non-exclusive, non-transferrable, non-sublicensable, royalty free licence to use the Website and associated Website Solutions Services and the carsales IP for its own internal business purposes.
(C) As between carsales and the Advertiser, the Advertiser retains all Intellectual Property Rights in all of its Advertising Material that it provides to carsales in connection with these Terms.
(D) The Advertiser is not permitted to add, delete or modify any of the source code in the Website. carsales may from time to time (acting reasonably) change, modify or enhance the coding for the purposes of streamlined usability and functionality.
(E) Without limiting any terms in the Advertising Service Terms and Conditions, the Advertiser warrants that it is fully authorised to publish (and authorises others to publish) all relevant Advertising Material to be made available on the Website and that the publication of such information will not breach applicable law or third party rights. carsales may at any time withdraw from the Website any content or material which in its opinion (acting reasonably) may violate any law or third party rights, or has been subject to errors or omissions in transmission or transcription. If carsales does so, it will provide prior or contemporaneous notice to the Advertiser.
(F) The Advertiser grants carsales approval to use the Advertiser’s name and details of the Website (including screen shots and photographic images) in its or the Service Provider’s own marketing materials. The Advertiser may withdraw this approval at any time by providing written notice to carsales.
(G) carsales may display a copyright notice and reference to carsales and/or the Service Provider at the bottom of each Website, which may hyperlink to carsales or the Service Provider’s own website. carsales may also display a disclaimer or disclaimers on the Website which limits the liability of carsales and/or the Service Provider to any user of the Website to the extent allowable under applicable law.
(H) In addition to the matters contemplated in clause 14.3 of the Advertising Service Terms and Conditions, upon expiry or termination of these Terms:
(i) carsales may block or withdraw the Advertiser’s access to its website hosting software or any other carsales IP provided in connection with the Website Solutions Services;
(ii) the licence granted in paragraph (B) above shall be terminated; and
(iii) carsales will take down the Website from public display within a reasonable period of time.
Last updated: 15 December 2023