Standard Advertising Terms and Conditions
The parties are: (a) Motors.co.uk Limited a company incorporated in England and Wales, (company number 05975777) whose registered office is 27 Old Gloucester Street, London, WC1N 3AX (“Motors”); and (b) the Company as detailed in the Insertion Order Form ("Company").
2.2 Motors shall provide the services to the Company pursuant to this Agreement. In providing the services Motors may make use of eBay (UK) Limited, a company incorporated in England and Wales (company number 03726028) whose registered office is 1 More London Place, London, SE1 2AF (“eBay”) and Motors’ affiliates, including but not limited to Gumtree.com Limited, a company incorporated in England and Wales (company number 03934849) whose registered office is 27 Old Gloucester Street, London, WC1N 3AX (“Gumtree”).
2.3 Company's use of Company's Motors account shall be subject to this Agreement.
2.4 Notwithstanding Motors’ acceptance of the Insertion Order Form or display of any impressions, Motors, eBay, Gumtree and/or any partner within the Motors Network may remove or refuse to publish or link to any material on the Sites and/or Motors Network which in its opinion is considered defamatory, misleading, abusive, unlawful, inappropriate or otherwise in breach of the Motors Policies and/or this Agreement, promotes competitive services to those provided by Motors, eBay and/or Gumtree or their affiliated companies and/or does not comply with Motors’, eBay’s and/or Gumtree’s technical requirements.
2.5 Where applicable, Motors, eBay and/or Gumtree may restrict or discontinue the delivery of any advertisements or other communications to any or all users containing advertisements or promotions featuring Company: (a) if Motors, eBay or Gumtree is satisfied in its reasonable judgment that to send such material to users may expose Motors, eBay, Gumtree or Company to the risk of sanctions under applicable laws; (b) if any individual user has opted out or otherwise indicated to Motors, eBay and/or Gumtree that he or she does not want to receive any advertisements or promotions for services provided by any company other than Motors or its affiliated companies; or (c) if any partner within the Motors Network has indicated to Motors, eBay and/or Gumtree that it does not want to receive and/or publish any advertisements or promotions for Company’s goods or services.
2.6 Further, Motors, eBay, Gumtree and/or any partner within the Motors Network may, without liability to Company, at their discretion and with or without notice, decline, amend or remove Company Content, or require Company to amend or remove Company Content at any time and from time to time.
The term of this Agreement (“Term”) shall be deemed to have commenced on the later of the dates inserted by the signatories below ("Start Date") and shall continue, unless this Agreement is terminated earlier in accordance with clause 10 (Termination), until the date set out (“End Date”) on the Insertion Order Form (“Initial Term”). The Term shall automatically extend for one (1) month rolling periods (“Extended Term”) at the end of the Initial Term and at the end of each Extended Term, unless either party gives written notice to the other party, not later than one (1) month before the end of the Initial Term or the relevant Extended Term, to terminate this Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be. Upon expiry of the Initial Term, this Agreement shall renew automatically subject to an increase in the Fee as specified in clause 4.2 below.
4. Fees, Payment and Amendments
4.1 In consideration for the right to post advertisements on the Gumtree.com, eBay.co.uk and Motors.co.uk websites ("Sites") and such other websites managed by or partnered with Motors from time to time (together, the “Motors Network”) during the Term in addition to any other services detailed in the Insertion Order provided by Motors to the Company during the Term, Company shall pay Motors the price as detailed in the Insertion Order Form ("Fee") for such Term. In consideration for the right to post advertisements on the Sites during an Extended Term, Company shall pay Motors the Fee as indicated in the appropriate Insertion Order Form. For the avoidance of doubt, the Fee shall be due to Motors even if the Company: (a) posts less than the maximum number of advertisements specified in the appropriate Insertion Order Form during the Term; and/or (b) does not post any advertisements on the Sites during the Term.
4.2 Motors shall issue invoices to Company on a monthly basis (“Motors Invoices”).
4.3 If Company wishes to post advertisements over and above Company's package allowance, Motors reserves the right to either invoice Company for such additional advertising at a rate of £33 per listing, or terminate the Agreement with immediate effect, in Motors’s sole discretion.
4.4 Company shall pay all Motors Invoices within 30 days of receipt, failing which interest may be charged on any outstanding amount on a daily basis at a rate equivalent to two (2) per cent above the Bank of England base lending rate then in force in London for the period during which such amount is outstanding. In relation to sums disputed in good faith, interest is payable only after the dispute is resolved, on sums found or agreed to be due from fifteen (15) Business Days after the dispute is resolved until payment.
4.5 Motors may change the Fee at any time by giving you notice of such change at least 15 days prior to the start of the calendar month in which the change will take effect. If you do not exercise your right of termination under clause 10.6 below and you continue to use the Sites after the date on which the new prices take effect, you shall be deemed to have accepted and agreed to pay the new prices.
4.6 Any amendments to these Standard Advertising Terms and Conditions shall be announced via a notice detailing the amendments in accordance with clause 15.11 below. You will be deemed to have accepted the amendments, unless you serve Motors notice of termination of this Agreement in accordance with clause 10.6 below.
5. Company Obligations
5.1 The Company shall be responsible for any/all Company content and ensure that its use of the services and all content and materials supplied or made available by the Company to Motors, including car stock particulars, Company information, including contact details, and Company logo (“Company Content”) complies with: (a) Motors Policies; (b) this Agreement; (c) any third party additional terms; and (d) all applicable laws, and, in particular: (i) where a Company is regulated by the FCA, any rules, policies, codes of conduct, guidance, requirements or recommendations issued by the FCA; and (ii) Company Content will not be unlawful, illegal, discriminatory, defamatory, contain viruses, Trojans, malware (malicious software), hoaxes or any tools designed to compromise security, or infringe any copyright, trade mark or other rights of any third party.
5.2 The Company shall: (a) ensure that all Company Content is delivered to Motors in a format compatible with any technical specifications issued by Motors; (b) ensure that it has the right to use and display any/all Company Content (including the IPR contained within it) on the Motors Network; (c) be responsible for any charges levied by third parties in relation to the uploading of Company Content to Motors; and (d) ensure that only its authorised personnel have access to and use of the Sites and that a unique login and password combination is only used by each of its authorised personnel.
5.3 The Company permits Motors to incorporate and display Company Content and identify the Company as the source of the Company Content on the Motors Network and in such other products/services as Motors sees fit.
5.4 The Company shall promptly update or correct Company Content (including prompt removal of any vehicle inventory that is no longer for sale) on becoming aware of any errors or inaccuracies or at Motors’ request.
5.5 The Company shall not publish, disclose, reproduce or create derivative works from any information obtained pursuant to the provision of the services unless expressly agreed in writing by Motors.
5.6 Motors records and monitors the use of the services by the Company, which shall include telephone and email communications. Telephone calls using the telephone numbers provided on the Motors Network or provided by Motors and email correspondence between the Company and purchasers of vehicles at the email addresses accessible through, or discernible from, the Motors Network, may be recorded and/or monitored. By using such communication methods, the Company consents to the recording and/or monitoring of the same.
5.7 In relation to telephone call recording services provided by Motors, the Company shall advise its customers that calls are recorded for training and monitoring purposes. Furthermore, the Company shall ensure that no customer payment card details are taken by staff on such calls except in compliance with Payment Card Industry Data Security Standards (“PCIDSS”). The Company acknowledges and agrees that it is the Company’s sole and absolute responsibility to comply with PCIDSS and Motors, eBay or Gumtree shall have no responsibility or liability whatsoever in relation to any failure by the Company to comply with this clause or PCIDSS.
5.8 If, during the services, a customer makes a finance application in relation to a car being offered for sale by the Company on the Motors Network, which results in a confirmed finance offer being made to such customer, the Company acknowledges and agrees that it shall undertake: (a) certain actions required to complete the finance application including but not limited to contacting the customer and completing any relevant finance documentation; and (b) any such actions in accordance with applicable laws including but not limited to any FCA rules, policies, codes of conduct, guidance, requirements or recommendations.
5.9 The Company may receive commission from finance companies and/or Motors in relation to a successfully completed finance application.
6.1 Each party to this Agreement represents, warrants and undertakes to the other that it has, and shall retain throughout the Term, all right, title and authority to enter into, and perform all of its obligations under this Agreement.
6.2 Company represents, warrants and undertakes throughout the Term that: (a) it complies with, and shall continue to comply with, all laws and regulations as may be applicable to Company posting advertisements on the Sites; (b) it complies with, and shall continue to comply with all applicable data protection laws and regulations including but not limited to the Data Protection Act 2018, General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive 2002/58/EC together with applicable legislation implementing, supplementing or superseding the same or otherwise relating to the processing of personal data of natural persons, together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities ("Data Protection Laws") including, but not limited to, the obligation to provide appropriate safeguards for the transfer of personal data to a third country or an international organisation; and (c) its Company Content and, where applicable, the Third Party IPR shall not: (i) infringe any IPR, constitute a misrepresentation, cause injury to or invade the privacy of any third party, (ii) constitute a misuse of any confidential information of a third party, or (iii) be defamatory, abusive or offensive, or in any way contrary to applicable law.
6.3 Except as expressly provided in this Agreement and to the extent permitted by law, no warranty, condition, undertaking or term expressed or implied is given or assumed by either party and all such warranties, conditions, undertakings, and terms are hereby excluded. In particular, Company acknowledges that neither Motors, eBay or Gumtree review content or information provided by users of the Sites and that neither Motors, eBay or Gumtree gives any warranty or undertaking in relation to the display of any such content or information, including in relation to any search results displayed on the Sites. Similarly, Company acknowledges and agrees that although Motors, eBay and Gumtree try to maintain their websites, services, application programming interfaces, applications and tools so that they are safe, secure and functioning properly and that neither Motors, eBay or Gumtree can guarantee the continuous operation of or access to such websites, services, application programming interfaces, applications or tools. Company further acknowledges that operation of and access Motors’, eBay’s and Gumtree’s websites, services, application programming interfaces, applications or tools may be interfered with as a result of technical issues or numerous factors outside of Motors’, eBay’s or Gumtree’s control. While Motors will use its reasonable endeavors to maintain an uninterrupted service, Motors cannot guarantee this and does not give any promises, warranties or representations (whether express or implied) about the availability of Motors’, eBay’s or Gumtree’s services. Company is solely responsible for any damages to its hardware device(s) or loss of data that would result from the use of any Motors, eBay or Gumtree websites, services, application programming interfaces, applications or tools.
Company shall indemnify Motors, eBay and Gumtree (and its employees, directors and agents) against any liability, damage, expense, claim or cost (including reasonable legal fees and costs) suffered by Motors, eBay or Gumtree arising from any: (a) breach of warranties in clause 6; or (b) breach of clause 12 (Confidentiality).
8. Limitation of Liability
8.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
8.2 With the exception of: (a) clause 8.1 above; (b) Company's obligations to pay Motors under clause 4 (Fees and Payment); and (c) the indemnities in clause 7 (Indemnity), the liability of either party in contract, tort, negligence, pre-contract or other representations or otherwise arising out of this Agreement or the performance of its obligations under this Agreement shall be limited in aggregate to the total amount payable under the Agreement as specified in clause 4.
8.3 Except in respect of death or personal injury caused by Motors’, eBay’s or Gumtree’s negligence, neither Motors, eBay or Gumtree will be liable to the Company 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 loss of profit or for any indirect, special or consequential loss or damage, cost, expense or other claim of compensation whatsoever (whether caused by the negligence of Motors, eBay or Gumtree or their employees, agents or otherwise) arising from: (a) Company’s use or inability to use the websites, services, application programming interfaces, applications or tools provided by Motors, eBay or Gumtree under this Agreement; or (b) delays or disruptions in Motors’, eBay’s or Gumtree’s websites, services, application programming interfaces, applications or tools.
8.4 Where the Company is an unlimited partnership, each partner within the Company agrees that such partners shall be jointly and severally liable for the liabilities of the Company under this Agreement.
9. Licenses and Intellectual Property
9.1 Company grants to Motors, eBay and Gumtree a non-exclusive, royalty-free, sublicensable through multiple tiers, world-wide license to use, reproduce and display the Company Content for any purpose and on any media, including, without limitation, on the Sites and in any marketing materials, in the form provided by Company, save for any formatting changes necessary for display on the Sites or other agreed changes.
9.2 Except as otherwise provided in this Agreement as between Motors, eBay and Gumtree on the one part and Company on the other part and in respect of, including without limitation, trade mark, copyright and design rights, howsoever arising and in whatever media, whether or not registered and whether existing now or in the future (“IPR”): (a) Motors, eBay and Gumtree retain all their respective rights, title and interests in and to all IPR in or associated with the Sites, and all Motors services; and (b) Company retains all IPR in or associated with the Company Content.
9.3 Subject to the restrictions set out in clause 9.4 and the other terms of this Agreement, Motors, eBay and Gumtree hereby grant to the Company a non-exclusive, revocable, non-transferable right to use the Motors services during the Term.
9.4 Except as may be allowed by any applicable law and to the extent expressly permitted under this Agreement, the Company shall not:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Motors services in any form or media or by any means;
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Motors services;
(c) access all or any part of the Motors services in order to build a product or service which competes with the Motors services;
(d) use the Motors services to provide services to third parties;
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Motors services available to any third party; or
(f) attempt to obtain, or assist third parties in obtaining, access to the Motors services.
9.5 Where Company uses any third party’s IPR ("Third Party IPR") and requires Motors to use any such Third Party IPR in providing any services under this Agreement, Company shall obtain for Motors a non-exclusive, sub-licensable, royalty-free, world-wide license to use and reproduce the Third Party IPR for the duration of this Agreement. Company shall do all such things and sign all such documents as are necessary to effect such license at Company’s expense.
9.6 Where applicable, Company hereby confirms and warrants that all authorisations or approvals, which may be required from third parties have been duly secured by Company in order to ensure that Motors can enjoy all rights and full title in the Third Party IPR and that they can be used without any further authorisation and at no further expense of any kind.
10. Termination and Suspension
10.1 This Agreement shall continue in force until terminated as set forth in clause 3 (Term) or as otherwise specified in the Insertion Order Form.
10.2 Notwithstanding the foregoing, Motors shall be entitled to terminate this Agreement immediately by notice in writing and remove any advertisements from its Sites in the event it deems, in its sole discretion, that the Company has breached the Motors Policies, or that it is otherwise likely to incur liability as a result of any act, negligence, omission or breach of this Agreement by the Company. If Motors terminates this Agreement pursuant to this clause any monies then already paid to Motors pursuant to this Agreement shall be non refundable. If the Company terminates this Agreement pursuant to this clause, any monies paid to Motors in advance for services not yet performed will be promptly returned to the Company (proportioned on a pro rata basis). For the purposes of this clause 10.2, “working day” shall mean any day other than a Saturday or Sunday or public or bank holiday in England and Wales.
10.3 Either party may terminate this Agreement immediately by notice in writing to the other if the other party: (a) is in material breach of the Agreement and, in the case of a breach capable of remedy, fails to remedy the breach within 15 days of receipt of written notice giving full details of the breach and of the steps required to remedy it; or (b) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or (c) becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or (d) has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or (e) ceases, or threatens to cease, to carry on business or (f) the other party suffers or there occurs in relation to that party any event which in the reasonable opinion of the non-defaulting party is analogous to any of the events referred to in sub-clauses (b) to (e) in any part of the world. Any termination of this Agreement for any reason shall be without prejudice to Company's obligations pursuant to clauses 6 and 7.
10.4 In addition to the termination rights set forth herein, Motors, eBay and Gumtree reserve the right to remove immediately any advertisement from their Sites, or otherwise restrict Company’s advertising activities in whole or in part, in case Motors, eBay and/or Gumtree believes it is reasonably necessary to: (a) respond to Company’s breach of this Agreement, including, without limitation, the Motors Policies, or where Company would exceed its package allowance as set forth in a relevant Insertion Order Form; (b) avoid or limit liability; and/or (c) prevent errors or any other harms to the Motors, eBay or Gumtree website, users or advertisers.
10.5 Further, Motors, eBay and Gumtree reserve the right at any time and from time to time (i) to modify or suspend, either temporarily or permanently the operation of their Sites (as defined below) with or without notice and without liability to Company; and (ii) to decline, amend or remove Company Content (from the Sites and the Motors Network, require Company to amend or remove Company Content, or suspend the Company’s account.
10.6 A notice of amendment to the Fees or to these Standard Advertising Terms and Conditions from Motors (an “Amendment Notice”) shall take effect 15 days after your receipt of the Amendment Notice (“Amendment Effective Date”). Following your receipt of such Amendment Notice, you shall be entitled to terminate the Agreement unilaterally upon serving written notice to Motors on or before the Amendment Effective Date. The Agreement will then terminate on the Amendment Effective Date.
11 Consequences of Termination
Any termination of this Agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the status of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination. Clauses 4 (Fees and Payment), 6 (Warranties), 7 (Indemnities), 8 (Limitation of Liability), 11 (Consequences of Termination), 12 (Confidentiality), and 15 (General) shall continue to have effect after the end of the Term.
12.1 Each of the parties shall not disclose to any person any information, whether in written or any other form, disclosed by or on behalf of one party ("Disclosing Party") to the other party ("Receiving Party") in the course of the discussions leading up to or the entering into or during the performance of this Agreement and which is identified as confidential or is clearly by its nature confidential including, but not limited to, the financial conditions of the Agreement or any Insertion Order Form, the services provided by Motors under this Agreement and all personal data relating to Motors, eBay and Gumtree users as well as any other information internal to Motors, eBay and Gumtree or in each case any Motors, eBay and/or Gumtree subsidiary, holding or parent company (and any of their subsidiaries) ("Confidential Information") except insofar as: (a) is required by a person employed or engaged by the Receiving Party in connection with the proper performance of this Agreement (but only to the extent that any person to whom the information is disclosed needs to know the same for the performance of their duties and provided the Receiving Party shall be obliged to procure that all such persons are aware of the obligation of confidentiality and undertake to comply with it); or (b) is required to be disclosed by law (provided that the party disclosing the information shall notify the other party of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure shall be made and takes all reasonable action to avoid and limit such disclosure).
12.2 Any disclosure of Confidential Information shall be in confidence, shall only be to the extent that any persons to whom the information is disclosed need to know the same for the performance of their duties and the Receiving Party shall procure that all such persons are aware of the obligation of confidentiality and undertake to comply with it.
12.3 Each of the parties shall use the Confidential Information solely in connection with the performance of this Agreement and not otherwise for its own benefit or the benefit of any third party.
12.4 Confidential Information does not include information which: (a) is generally available to the public otherwise than as a direct or indirect result of disclosure by the Receiving Party or a person employed or engaged by the Receiving Party contrary to their respective obligations of confidentiality; or (b) is made available or becomes available to the Receiving Party otherwise than under this Agreement and free of any restrictions as to its use or disclosure.
12.5 Without prejudice to any other rights or remedies that the Disclosing Party may have, the Receiving Party agrees that if the Confidential Information is used or disclosed other than in accordance with the terms of this Agreement, the Disclosing Party shall, without proof of special damage, be entitled to an injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this clause, in addition to any damages or other remedy to which it may be entitled.
12.6 Company shall not disclose to Motors, or bring onto Motors’ premises, or induce Motors to use, any third party confidential information.
12.7 This clause shall continue in force for a period of five years from the termination or expiry of this Agreement howsoever caused.
13 Data Protection
13.1 Company and Motors shall;
(a) process personal data received or made available to it under and/or in connection with this Agreement each as a separate and independent controller (the parties shall not act as joint controllers);
(b) be individually and separately responsible for complying with their respective obligations under Data Protection Laws; and
(c) not act in a controller-to-processor relationship except where Motors manages the Company's advertising or listings on a Company's own social media account on the Company's behalf. In such a case, the parties shall enter into a separate data processing addendum which, where applicable, will be set out in Schedule 1.
13.2 Company shall process personal data received from Motors exclusively for the purpose(s) Company received the personal data under and/or in connection with this Agreement. Company shall erase the personal data received under this Agreement immediately after the respective purpose(s) has/have been fulfilled. Any further processing of the personal data is not permitted except when legally required (e.g. if a retention obligation applies).
13.3 Failure to abide by the aforementioned obligations may result in disciplinary action up to and including account suspension or immediate termination of this Agreement.
14.1 Motors has a free-of-charge internal complaints handling process and Company may email a complaint to firstname.lastname@example.org stating the details of their complaint, as requested by Motors. Each complaint will be logged by Motors and once processed and duly considered the Company will be communicated the outcome of the complaint within a reasonable timeframe (all having regard to its importance and complexity).
14.2 If a complaint has not been resolved through the internal complaints handling process, Motors will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation by the Centre for Effective Dispute Resolution (www.cedr.com) or arbitration, as alternatives to litigation.
15.1 If a party is prevented from performing any or all of its obligations of this Agreement by any act, event, omission or condition beyond a party's control ("Force Majeure Event"), the affected party shall give written notice to the other party within two (2) business days of the occurrence of the Force Majeure Event and the affected party shall be excused from such performance during, but not longer than, the continuance of such Force Majeure Event. Each party shall bear their own costs arising from the Force Majeure Event and shall take all reasonable steps to find ways to perform their obligations despite the Force Majeure Event. If the Force Majeure Event continues for more than thirty (30) consecutive days, the other party may immediately terminate this Agreement on giving written notice to the affected party.
15.2 This Agreement (including any documents referred to) ("Contractual Documents") contains the entire agreement between the parties relating to the subject matter covered in the Contractual Documents and supersedes any previous agreements, arrangements, undertakings, negotiations, discussions or proposals, written or oral, between the parties in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of the Contractual Documents. Each party confirms that, in agreeing to enter into the Contractual Documents, it has not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person save insofar as the same has expressly been made in the Contractual Documents and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of the Contractual Documents except that this clause shall not apply in respect of any fraudulent or negligent misrepresentation whether or not such has become a term of the Contractual Documents.
15.3 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting or authorising either party as the agent of the other party for any purpose whatsoever. Neither party shall have the authority or power to bind the other, or to contract in the name of, or hold itself out as, or create a liability against the other in any way or for any purpose.
15.4 Subject to Motors’ right to use its affiliates under clause 2.2 above, and subject to clause 15.5 below, neither party shall assign (including by way of a charge or declaration of trust) sub-license or deal in any way with this Agreement or any of its rights under this Agreement, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided that each party shall have the right to assign this Agreement to a subsidiary, holding or parent company (and any of their subsidiaries) of that party on prior written notice to the other party.
15.5 Notwithstanding the foregoing, Motors may, at any time during the Term and in Motors’ sole discretion, sub-contract any or all of Motors’ obligations under the Agreement to any third party (“Subcontractee”) provided that Motors (“Subcontractor”) shall remain liable for the due performance of the Subcontractee’s obligations under the Agreement as if Motors were performing these.
15.6 Except as expressly set out in this Agreement, a person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
15.7 This Agreement is also made for the benefit of eBay and Gumtree, and each member of the eBay group, and the Company's undertakings in 15.8 clauses 2, 6, 7, 8, 9, 10.4 and 12 shall be enforceable by each of them to the fullest extent permitted by law as if they were a party to this Agreement.
15.9 The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.
15.10 The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and interpreted in accordance with English law. Each party irrevocably agrees to the exclusive jurisdiction of the courts of England and Wales over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability or the legal relationships established by this Agreement.
15.11 Neither party shall advertise or publicly announce, communicate or circulate the existence or terms of this Agreement or any association with the other party without the prior written consent of the other party.
15.12 Any notice given under this Agreement shall be in writing in English and served by hand, email, prepaid recorded or special delivery post or prepaid international recorded airmail. In the case of Motors, notices shall be given to its Financial Director at the address Hill House, 2 Heron Square, Richmond, London, TW9 1EP and, if served by email, shall be given to email@example.com. In the case of Company, notice shall be sent to the physical or email address referred to in this Agreement. Any such notice shall be deemed to have been served: (a) if delivered personally, when left at the relevant address referred to in the Agreement, (b) if sent by pre-paid first class post or next working day delivery service, at 9.00am on the second working day after posting, or, (c) if sent by email, 1 (one) working day after transmission provided that the recipient has confirmed safe receipt. The parties shall notify each other of changes in addresses for service during the Term of this Agreement.
15.13 If any clause of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
15.14 The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
15.15 No modification or variation of this Agreement shall be valid if made by email and shall otherwise only be valid if in writing and signed for or on behalf of each of the parties (without prejudice to clause 4 of these Standard Advertising Terms and Conditions).
15.16 Company shall execute or cause to be executed all such other documents and do or cause to be done all such further acts and things (consistent with the terms of this Agreement) as Motors may from time to time reasonably require.
15.17 This Agreement may be signed in duplicates, each of which, when signed, shall be deemed an original, and all the duplicates together shall constitute the same Agreement. Motors.co.uk Limited a company incorporated in England and Wales, (company number 05975777) whose registered office is 27 Old Gloucester Street, London, WC1N 3AX with VAT no 345769264.