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Razsor Terms & Conditions for Services

  1. INTERPRETATION
    1.1 The definitions and rules of interpretation in this clause apply in these Conditions.

    "Acceptance" means the acceptance or deemed acceptance of the Website pursuant to clause 2.4.1;...

    "Advertisement" means any copy, artwork, text, data, photographs, slides and/or video clips, advertising a vehicle, product and/or service for sale, to be published on the Website;

    "Application Form" means a completed form signed by both parties setting out details of the Dealer and the Services required by the Dealer. Each application is subject to the terms of these Conditions and the Dealer shall ensure that the details set out in the Application Form are complete and accurate;

    "Auto Trader Website" means the website at www.autotrader.co.uk;

    "Basic Stock Export Services" means the service provided by Razsor to the Dealer whereby Stock Information is provided to Third Party Publishers for the purpose of display on the Third Party Website;

    "Bespoke Website" means the bespoke website and package of associated services offered by Razsor which includes the development and hosting of the Bespoke Website pursuant to these conditions;

    "Bespoke Website Fee" means the fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the Services provided under the Bespoke Website;

    "Business Day" means any day (other than a Saturday or Sunday) when banks are generally open for normal business in London;

    "Charges" means any of the following charges payable under the Contract as appropriate:
    (a) Standard Website Fee;
    (b) Bespoke Website Fee;
    (c) Stock Export Fee;
    (d) Video Fee;
    (e) SEO Services Fee;
    (f) Forecourt Banner Advertisement Fee;
    (g) Featured Stock Fee; and
    (h) PPC Services Fee, Set Up Fee and Service Charge.
    All charges are as set out on the relevant Application Form or Order Variation Form;

    "Click(s)" or "click(s)" means when a Visitor selects the link specified by the Dealer and "clicks" the mouse on the link with the intent of being hyperlinked to the Website and/or Bespoke Website. The Click is recorded when the Visitor clicks on the link and that event is logged by the Internet Search Engine Provider on its server logs;

    "Confidential Information" has the meaning given in clause 18.1;

    "Contract" means the contract between Razsor and the Dealer for the performance of the Services in accordance with the relevant Application Form and Order Variation Form (as appropriate) and these Conditions;

    "Data" means the information regarding the Dealer's stock or vehicle including but not limited to vehicle registration and images which is communicated to the Razsor;

    "Dealer Edit" means the stock management and upload tool owned by Trader Publishing Limited;

    "Documentation" means documents and materials relating to the use of or design of the Website;

    "Downtime" means any time during which the Website is unavailable to Visitors via the internet and/or the Server hosting the Website is unavailable;

    "Effective Date" means the date on the applicable Application Form;

    "Featured Stock Fee" means the fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the Featured Stock Services;

    "Featured Stock Services" means the service further explained at clause 9;

    "Force Majeure Event" has the meaning given in clause 17.1;

    "Forecourt Banner" means a Forecourt Banner advertisement agreed by the parties to be displayed on the Website;

    "Forecourt Banner Advertisement Fee" means the fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the Forecourt Banner Advertisement Services;

    "Forecourt Banner Advertisement Services" means the posting of the Forecourt Banner on the Website;

    "Google Analytics" a web analytics provider offering various website services including, but not limited to, analysing performance of websites;

    "Inappropriate Content" means any data, material or content which infringes any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights)

    "Intellectual Property Rights" means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off;

    "Materials" means the content incorporated in the Website;

    "Order Variation Form" means a completed form signed by both parties sent by the Dealer to Razsor which (i) varies the original Contract and/or (ii) forms a new agreement with the Dealer for Services and which in all cases incorporates and is subject to these Conditions;

    "Package" means a group of selected Services sold by Razsor from time to time as a package;

    "PPC Advertisement" means the Dealer's advertisement that is to appear on an Internet Search Engine as part of the PPC Services;

    "PPC Charges" means the fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the PPC Services;

    "PPC Services" means the pay per click ("ppc") services carried out by Razsor;

    "Premium Stock Export Services" means the service provided by Razsor to the Dealer whereby Stock Information is provided to Third Party Publishers for the purpose of display on the Third Party's Premium Website;

    "Razsor" is a trading name of Trader Publishing Limited;

    "SEO Services Fee" means the fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the SEO Services;

    "SEO Services" the website optimisation services carried out by Razsor with a view to providing the Website with a preferential positioning in selected search engines;

    "Server" the computer server administered by Razsor;

    "Services" means any of the following services as applicable:
    (a) services under the Standard Website;
    (b) services under the Bespoke Website;
    (c) Basic Stock Export Services;
    (d) Premium Stock Export Services;
    (e) Video Services;
    (f) SEO Services;
    (g) Forecourt Banner Advertisement Services;
    (h) Featured Stock Services;
    (i) PPC Services.
    or all of the above and "Service" means any one of the Services.

    "Service Charge" means the service charges specified in the Application Form or Order Variation Form payable by the Dealer in respect of the PPC Services;

    "Set Up Fee" means the set up fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the PPC Services;

    "Standard Website Fee" means the fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the services provided under the Standard Website;

    "Standard Website" means the basic package offered by Razsor which includes the development and hosting of the Website pursuant to these Conditions;

    "Stock Broadcast Agreement" means an agreement entered into between Razsor and a third party publisher under which Razsor agrees to send Stock Information to such third party publisher;

    "Stock Export Fee" means the fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the Basic and Premium Stock Export Services;

    "Stock Information" means the Data received by Razsor from the Dealer which may be processed by Razsor for the purpose of providing services to the Dealer, including but not limited to verification, enhancement or amendment;

    "Third Party Premium Website" means a website owned by a Third Party Publisher which the Dealer must pay an additional fee to display its Stock Information or to enhance the prominence of its Stock Information on website(s) to which Stock Information is already provided pursuant to the Basic Stock Export Services;

    "Third Party Publishers" means a third party publisher who has entered into a Stock Broadcasting Agreement with Razsor and to whom Razsor will send the Stock Information for the purpose of advertising on its website;

    "Third Party Website" means a website owned by a Third Party Publisher which the Dealers Stock Information will be displayed on;

    "Video Services Fee" means the fee specified in the Application Form or Order Variation Form payable by the Dealer in respect of the Video Services;

    "Video Services" means a sequence of images and accompanying audio content;

    "Visitor" means a visitor to the Website, the Auto Trader Website or any Third Party Website or a person who carries out a search on an Internet Search Engine using words matching a keyword who then Clicks on a result;

    "Web Analytics Provider" means any third party providing web analytics and/or search engine submission services (including, without limitation, Google Analytics);

    "Website Software" means any software that is written, developed or customised by Razsor for use in, or in connection with the Website;

    "Website" means the Website to be designed, developed and hosted by Razsor pursuant to these Conditions.

    1.2 In these Conditions, unless the context otherwise requires: words importing any gender include every gender, words importing the singular include the plural and vice versa; references to numbered clauses are references to the relevant clause in these Conditions; and the headings to the clauses will not affect its interpretation.

    1.3 In the case of any conflict or ambiguity between any provision contained in these Conditions and any provision contained in an Application Form or Order Variation Form, the provision in the Application Form or Order Variation Form shall take precedence. In the case of any conflict or ambiguity between any provision contained in the Application Form and any provision contained in the Order Variation Form, the provision contained in the Order Variation Form shall take precedence.

    1.4 Each order or acceptance of a quotation for Services shall be deemed to be an offer by the Dealer to purchase Services subject to these Conditions. No order placed by the Dealer shall be deemed to be accepted by Razsor until an Application Form or Order Variation Form (as appropriate) is signed by Razsor or, if earlier, Razsor commences the provision of the Services.

    1.5 The Dealer shall ensure that the terms of its order and any applicable specification are complete and accurate.

    1.6 Any quotation is given on the basis that no contract shall come into existence until Razsor signs an Application Form or Order Variation Form (as appropriate). Any quotation is valid for a period of 30 days only from its date, provided that Razsor has not previously withdrawn it.

    1.7 Razsor shall be entitled to modify these Conditions from time to time and any such modifications shall be effective immediately from the time they are notified to the Dealer. Display of the modified Conditions on the Dealer Portal shall be deemed to be notice to the Dealer. The Dealer agrees to review the Conditions regularly to ensure they are aware of any modifications.

    1.8 If the Dealer requests an upgrade of the Services and/or requests additional Services, the Dealer shall sign an Order Variation Form. Where both parties have signed an Order Variation Form, all references in these Conditions to "Application Form" shall be read to mean the Order Variation Form. Except as expressly amended by any Order Variation Form, the original Contract shall remain in full force and effect. For the avoidance of doubt, if the Dealer wishes to cancel any Services and/or downgrade the Services, notice will be required to be given by the Dealer in accordance with clause 16.2 (as appropriate).

  2. STANDARD WEBSITE

    2.1 General

    2.1.1 In consideration of payment by the Dealer of the Standard Website Fee, Razsor agrees to carry out the services under the Standard Website using all reasonable skill and care and in accordance with these Conditions.

    2.1.2 As part of the services under the Standard Package, Razsor will provide the Website to the Dealer for populating in accordance with clause 2.1.3.

    2.1.3 The Dealer shall be responsible for populating the Website by accessing and using the administrative functions available to it. Razsor will notify the Dealer when the Website is available to access for populating.

    2.1.4 The Dealer is responsible for the look and feel of the Website and for the accuracy and completeness of the Materials on the Website.

    2.1.5 Whilst Razsor will use all reasonable endeavours to avoid minor errors and/or interruptions in operation of the Website, the Dealer acknowledges that these may arise from time to time and Razsor shall not be held liable for such errors and/or interruptions. Razsor shall make reasonable endeavours to fix such minor errors and/or interruptions.

    2.1.6 In the event that Razsor incurs additional costs as a result of the Dealer failing to supply any Materials as required, Razsor may create or procure them at the Dealer's expense provided that before taking such action it shall notify the Dealer that it intends to do so and shall mitigate such costs as far as possible.

    2.1.7 The Dealer must install and use Dealer Edit in accordance with the dealer edit licence and will use Dealer Edit to send Stock Information to Razsor. Razsor will create Advertisements using the Stock Information in conjunction with Razsor and/or third party data and the Dealer grants to Razsor a non-exclusive licence to use the Stock Information to create Advertisements and deliver the Services.

    2.2 Variations to the Website

    2.2.1 The Dealer can make any changes to the Website using the functions provided by Razsor. In the event that the Dealer wishes to alter any contact details on the Website, the Dealer will notify Razsor of such alteration and Razsor will endeavour to make such alteration as soon as reasonably practicable and notify the Dealer in the event that such alteration effects the Standard Website Fee.

    2.3 Delivery

    2.3.1 Any delivery dates for the Website specified in the Application Form are estimates only and time shall not be of the essence in relation to delivery of the Website. In the event of any delay caused by any act or omission of the Dealer, the delivery of the Website will be extended to take into account such delay and the Standard Website Fee amended as necessary.

    2.3.2 Once the Website has been created by the Dealer in accordance with clause 2.1.3 above, the Dealer will elect for the Website to become live and Razsor will host the Website in accordance with clause 2.5 below.

    2.4 Acceptance of Website

    2.4.1 Acceptance of the Website shall be deemed to have taken place upon the Website going live. For the avoidance of doubt, no acceptance testing will be carried out on a Website.

    2.5 Hosting of the Website

    2.5.1 As part of the services under the Standard Website, Razsor will host the Website from the date that the Website is live, Razsor shall store the Website on the Server and make available the Website for access by Visitors using whatever medium, whether using mobile phone, a desktop computer, a personal digital assistant or otherwise.

    2.5.2 Razsor agrees to perform such maintenance and other actions as are reasonably required to maintain the Server (and the hosting of the Website) in full working order and in accordance with these Conditions.

    2.5.3 The Dealer acknowledges and agrees that there may be a certain amount of Downtime in order to enable Razsor to carry out reasonable maintenance work as required in the performance of hosting the Website or due to circumstances outside of Razsor's control.

    2.5.4 Razsor shall use its reasonable endeavours to notify the Dealer of any report of Downtime as soon as reasonably practicable after becoming aware of it and shall remedy the Downtime as soon as reasonably practicable.

    2.5.5 Razsor reserves the right to suspend availability of access to the Website where emergency or scheduled maintenance is required. Razsor shall use reasonable endeavours to provide the Dealer with prior notification of any scheduled maintenance.

    2.5.6 Razsor reserves the right at all times to refuse to post any Material to the Website or make any other such amendment or modification to the Website where, in its reasonable opinion such material, amendment or modification may be illegal, obscene, threatening, defamatory, discriminatory or otherwise actionable or in violation of any rules, regulations or laws to which the Website is subject.

    2.5.7 In the event that the Dealer wishes to transfer the Website to an alternative host, the Dealer agrees to pay for reasonable costs incurred by Razsor in assisting the Dealer in transferring the website.

    2.6 Google Analytics

    2.6.1 Razsor may create, at its option, an account for the Website with Google Analytics in order for Razsor to analyse performance of the Website.

    2.6.2 The Dealer grants Razsor the right to use the Website domain name to create an account and set up an email address for the purpose of receipt of confirmation from Google Analytics.

    2.6.3 Google Analytics will deliver a password by email to the selected email address to enable Razsor to confirm the creation of the account. Once the account is created, Razsor will have use of a selected password to access the Google Analytics service.

    2.6.4 Dealer agrees that it will comply with the relevant terms of Google Analytics when accessing and using the analytic services.

  3. BESPOKE WEBSITE

    3.1 GENERAL

    3.1.1 In consideration of payment by the Dealer of the Bespoke Website Fee, Razsor agrees to carry out the Services that apply to the Bespoke Website using all reasonable skill and care and in accordance with these Conditions.

    3.1.2 The Dealer is responsible for supplying Razsor with the Materials to initially populate the Bespoke Website. The Dealer shall be responsible for the accuracy and completeness of the Materials on the Bespoke Website.

    3.1.3 Subject to the Dealer complying with clause 3.1.2, Razsor shall populate the Bespoke Website with the initial Materials supplied by the Dealer. Razsor will notify the Dealer once the Bespoke Website has been populated.

    3.1.4 Except where the Dealer has contracted to receive a managed Service, the Dealer is responsible for the ongoing and continued maintenance of the Materials on the Bespoke Website.

    3.1.5 Whilst Razsor will use all reasonable endeavours to avoid minor errors and/or interruptions in operation of the Bespoke Website, the Dealer acknowledges that these may arise from time to time and Razsor shall not be held liable for such errors and/or interruptions. Razsor shall make reasonable endeavours to fix such minor errors and/or interruptions.

    3.1.6 In the event that Razsor incurs additional costs as a result of the Dealer failing to supply any Materials as required, Razsor may create or procure them at the Dealer's expense provided that before taking such action it shall notify the Dealer that it intends to do so and shall mitigate such costs as far as possible.

    3.2 Bespoke Website Functionality and Design

    3.2.1 The parties shall agree in writing the functionality of the Bespoke Website as part of the design process set out in clause 3.2.2.

    3.2.2 The design of the Bespoke Website shall be a collaborative exercise undertaken by the parties. Razsor shall provide the Dealer with a half-day design workshop and three online design reviews.

    3.2.3 On completion of the design process set out in clause 3.2.2, the parties shall endeavour to agree and sign-off the final design and functionality of the Bespoke Website.

    3.3 Acceptance of the Bespoke Website

    3.3.1 Acceptance of the Bespoke Website shall be deemed to have taken place upon the Dealer signing off the design pursuant to clause 3.2.3. For the avoidance of doubt, no acceptance testing will be carried out on a Bespoke Website.

   3.3.2 Once delivery of your DMS website has been finalised, agreed and delivered to the required specification we will allow a 7 day period for any additional, post live, changes to be made to the site. After this time we can administer further updates and changes to your site, however, this will be subject to us providing an estimate to cover the work involved in delivering  further enhancements not agreed in the original specification.

 3.4 Variations to the Bespoke Website

3.4.1 The Dealer can request changes to the Bespoke Website design from time to time. In the event that the Dealer wishes to alter the Bespoke Website design, such alterations and/or any further development work shall either be payable by the Dealer to Razsor:
(a) at a daily rate agreed between the parties; or
(b) within a pre-paid design change budget of five days per year.

3.5 Delivery

3.5.1 Any delivery dates for the Bespoke Website specified in the Application Form are estimates only and time shall not be of the essence in relation to delivery of the Bespoke Website. In the event of any delay caused by any act or omission of the Dealer, the delivery of the Bespoke Website will be extended to take into account such delay and the Bespoke Bespoke Website Fee amended as necessary

3.5.2 Once the Bespoke Website has been created by the Dealer in accordance with clause 3.1.3, the Dealer will elect for the Bespoke Website to become live and Razsor will host the Bespoke Website in accordance with clause 3.6 below.

3.6 Hosting of the Bespoke Website

3.6.1 As part of the Services under the Bespoke Bespoke Website, Razsor will host the Bespoke Website from the date that the Bespoke Website is live, Razsor shall store the Bespoke Website on the Server and make available the Bespoke Website for access by Visitors using whatever medium, whether using mobile phone, a desktop computer, a personal digital assistant or otherwise.

3.6.2 Razsor agrees to perform such maintenance and other actions as are reasonably required to maintain the Server (and the hosting of the Bespoke Website) in full working order and in accordance with these Conditions.

3.6.3 The Dealer acknowledges and agrees that there may be a certain amount of Downtime in order to enable Razsor to carry out reasonable maintenance work as required in the performance of hosting the Bespoke Website or due to circumstances outside of Razsor's control.

3.6.4 Razsor shall use its reasonable endeavours to notify the Dealer of any report of Unscheduled Downtime as soon as reasonably practicable after becoming aware of it and shall remedy the Downtime as soon as reasonably practicable.

3.6.5 Razsor reserves the right to suspend availability of access to the Bespoke Website where emergency or scheduled maintenance is required. Razsor shall use reasonable endeavours to provide the Dealer with prior notification of any scheduled maintenance.

3.6.6 Razsor reserves the right at all times to refuse to post any Material to the Bespoke Website or make any other such amendment or modification to the Bespoke Website where, in its reasonable opinion such material, amendment or modification may be illegal, obscene, threatening, defamatory, discriminatory or otherwise actionable or in violation of any rules, regulations or laws to which the Bespoke Website is subject.

3.6.7 In the event that the Dealer wishes to transfer the Bespoke Website to an alternative host, the Dealer agrees to pay for reasonable costs incurred by Razsor in assisting the Dealer in transferring the website.

  1. BASIC AND PREMIUM STOCK EXPORT SERVICES

    The following clauses 4.1 to 4.2 will apply to the Basic Stock Export Services:

    4.1 In consideration of payment by the Dealer of the Stock Export Fee, Razsor will provide the Basic Stock Export Services in accordance with these Conditions.

    4.2 Razsor will send Stock Information to Third Party Publishers chosen by Razsor who will create advertisements from the Stock Information to publish on the Third Party Website.

    The following clauses 4.3 to 4.5 will apply to the Premium Stock Export Services:

    4.3 In consideration of the Stock Export Fee, Razsor will send Stock Information to Third Party Publishers who will create advertisements from the Stock Information to publish on the Third Party Premium Website.

    4.4 In addition to the Stock Export Fee, the Dealer will pay a fee to the Third Party Publisher in accordance with the terms governing the agreement between the Dealer and such Third Party Publisher.

    4.5 The Dealer must notify Razsor in the event that it wishes to advertise the advertisement on a Third Party Premium Website and will also promptly notify Razsor in the event that the Dealer or the Third Party Publisher terminates any arrangement in respect of such Third Party Premium Websites.

    The following clauses 4.6 to 4.8 will apply to both the Basic and Premium Stock Export Services:

    4.6 Razsor will enter into an agreement with various Third Party Publishers for the transmission of Stock Information on terms agreed between Razsor and each Third Party Publisher and Stock Information will not be sent to a Third Party Publisher unless an agreement is in place between Razsor and such Third Party Publisher.

    4.7 The Dealer shall indemnify Razsor against all liabilities, damages, costs, losses and expenses (including any direct, indirect or consequential losses and loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Razsor arising out of or in connection with any claim made against Razsor in respect of the Basic and Premium Stock Export Services including but not limited to, any claim for infringement of third party Intellectual Property Rights in the Stock Information.

    4.8 From time to time, Razsor will need to carry out maintenance work on its equipment and systems, and shall use its reasonable endeavours to ensure that, in doing so, minimum disruption is caused to the Basic and Premium Stock Export Services.

  2. VIDEO SERVICES

    Where the Dealer opts for the Video Services the following terms 5.1 to 5.4 will apply:

    5.1 In consideration of payment by the Dealer of the Video Services Fee, Razsor will provide the Video Services and enable video slideshows to be placed on the Website.

    5.2 Where the Dealer requires Razsor to provide video facilities as part of the Video Services, the Dealer shall provide Razsor with a description of its business and shall be responsible for sending the Minimum Volume of images by email to Razsor.

    5.3 Razsor shall not be obliged to provide the Video Services if the Dealer fails to send the Minimum Volume of images.

    5.4 Razsor shall have no liability for the quality of any images sent by the Dealer.

  3. SEO SERVICES

    Where the Dealer opts for the SEO Services the following terms 6.1 to 6.6 will apply:

    6.1 Razsor will carry out the SEO Services pursuant to these Conditions.

    6.2 The Dealer will pay the SEO Service Fee to Razsor on a monthly basis.

    6.3 The SEO Services to be provided will be as set out in the relevant Application Form.

    6.4 The Dealer acknowledges that Razsor is not responsible for any changes made to the Website that adversely affect the search engine rankings of the Website nor for any other losses suffered or incurred by the Dealer arising out of or in connection with the SEO Services.

    6.5 The Dealer acknowledges that due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, Razsor does not guarantee number one positions or consistent top 10 positions for any particular keyword, phrase or search term.

    6.6 Razsor does not guarantee that the SEO Services will meet the Dealer's expectations or requirements.

  4. PPC SERVICES

    Where the Dealer opts for the PPC Services, the following clauses [7.1] to [7.18] will apply:

    7.1 Razsor will carry out the PPC Services pursuant to these Conditions.

    7.2 The Dealer will pay the PPC Charges and Service Charge to Razsor on a monthly basis.

    7.3 The PPC Services to be provided will be as set out in the relevant Application Form or Order Variation Form.

    7.4 The Dealer grants to Razsor and any Web Analytics Providers (as appropriate), a non-exclusive, non-transferable, royalty free licence to use the Materials to the extent required in order to provide the PPC Services in accordance with these Conditions. Razsor may take such copies as may be necessary to perform it obligations under these Conditions, including without limitation, backup copies of the Materials.

    7.5 Razsor may suggest that the Dealer sets up accounts and uses services provided by Web Analytics Providers. Where the Dealer opts to use the services of Web Analytics Providers, it will accept any terms & conditions of such Web Analytics Providers.

    7.6 Support will be provided by Razsor through a dedicated ticket-based e-mail request submitted to ppcsupport@razsor.com.

    7.7 The Dealer acknowledges and agrees that Razsor does not guarantee that any or a certain number of Clicks will be delivered as a result of a search performed on any specific Internet Search engine and that Razsor is not responsible for any changes made to the Website that adversely affect the search engine rankings of the Website nor for any other losses suffered or incurred by the Dealer arising out of or in connection with the PPC Services.

    7.8 The Dealer acknowledges that due to the competitiveness of some keywords, ongoing changes in search engine ranking algorithms and other competitive factors, Razsor does not guarantee any keywords or any number one positions or consistent top 10 positions for any particular keyword.

    7.9 Razsor does not guarantee that the PPC Services will meet the Dealer's expectations or requirements.

    7.10 The Dealer will be charged on a monthly basis for each Click delivered (as solely determined by the Internet Search Engines) at the rates set out by Razsor ("Actual Monthly Spend"). The rates per Click will vary depending upon the keywords.

    7.11 The Dealer commits to a minimum monthly spend as set out in the Application Form ("Monthly Commitment").

    7.12 If, in any month, the Actual Monthly Spend does not exceed the Monthly Commitment, the difference between the two will be carried over and added to the next month's Monthly Commitment.

    7.13 In addition to the PPC Charges, the Dealer shall also pay to Razsor the Set Up Fee and the Service Charge.

    7.14 Payment of the Set Up Fee and the first month's Service Charge must be paid upfront prior to the start of the PPC Services. Payment shall be made by a valid credit card or debit card and the Dealer shall authorise further monthly payments of the Service Charge to be taken against the Dealer's credit or debit card.

    7.15 Where the Service Charge is a fixed payment each month, the Dealer will be advised of the value of the monthly payments and the dates on which they will be taken. Where the Service Charge varies each month, Razsor will endeavour to provide 10 working days' advance notice of the payment to be taken.

    7.16 Razsor shall have the right to request an interim sum and to suspend the PPC Services until payment of such sum, if at any time it, in its sole reasonable discretion, considers that the level of use of the PPC Services has or could exceed the level ordinarily expected by Razsor.

    7.17 Razsor will send receipt of payment electronically to the e-mail address supplied by the Dealer.

    7.18 The Dealer is responsible for maintaining a valid card from which payment can be taken throughout the term of the Agreement and shall immediately notify Razsor of any changes to the card details.

  5. FORECOURT BANNER ADVERTISING SERVICES

    Where the Dealer opts for the Forecourt Banner Advertising Services the following clauses 8.1 to 8.6 will apply:

    8.1 In consideration of payment by the Dealer of the Forecourt Banner Advertisement Fee, Razsor agrees to provide the Forecourt Banner Advertisement Services to the Dealer.

    8.2 Razsor gives no guarantee to the Dealer that the Forecourt Banner will guarantee that a physical number of impressions will be delivered.

    8.3 The Dealer warrants that:

    8.3.1 all Forecourt Banners that are supplied to Razsor will be legal, non-infringing, decent, honest and truthful and shall comply with the British Code of Advertising Standards Authority and with all other relevant codes and requirements of current UK legislation; and

    8.3.2 in respect of any Forecourt Banner submitted for publication by the Dealer, which contains any copy and/or photographs by which any living person is or can be identified, the Dealer has obtained the necessary authority for such living person for Razsor to make use of such copy under the Contract and has complied in all respects with the Data Protection Act 1998) as amended from time to time).

    8.4 Razsor may refuse, edit and/or require to be amended any copy, artwork and./or materials set out in a Forecourt Banner and reserves the right to make any alteration it considers necessary or desirable to the Forecourt Banners and to require illustrations, artwork or copy to be amended to meet its approval for any reason.

    8.5 Razsor reserves the right to remove any Forecourt Banner from the Website for any reason.

    8.6 The Dealer will be solely responsible for checking the accuracy of the Forecourt Banner.

  6. FEATURED STOCK SERVICES

    Where the Dealer opts for the Featured Stock Services the following clauses 9.1 to 9.3 will apply:

    9.1 In consideration of payment by the Dealer of the Featured Stock Fee, Razsor will provide the Featured Stock Services.

    9.2 Where the Dealer advertises on the Auto Trader Website, Razsor, as part of the Featured Stock Services, will ensure that any Visitor who clicks on the Dealer's advertisement will be linked to the Website page displaying that same vehicle together with other relevant vehicles from the Dealer's stock list at that time, of available.

    9.3 The Dealer acknowledges that the Featured Stock Service displays vehicles selected by an automated process from the Dealer's then current stock available on the Website and Razsor accepts no responsibility for the particular vehicles displayed or any information pertaining to those vehicles.

  7. WEBSITE CONTENT

    10.1 The Dealer shall ensure that the Forecourt Banner and/or Materials on the Website do not include any Inappropriate Content.

    10.2 The Dealer grants to Razsor a non-exclusive, non-transferable, royalty-free licence to use the Materials and to use, store and/or maintain the Materials on the Server to the extent required in order to provide the services under the Standard Website and the SEO Services in accordance with these Conditions. Razsor may take such copies as may be necessary to perform its obligations under these Conditions, including backup copies of the Materials.

    10.3 Razsor shall also grant the Dealer access to the Server via Dealer Edit in order to update information held on the Website.

    10.4 Razsor shall include only Materials on the Website. The Dealer acknowledges that Razsor has no control over any content placed on the Website by Visitors and does not purport to monitor the content of the Website. Razsor reserves the right to remove content from the Website where it reasonably suspects such content is Inappropriate Content. Razsor shall notify the Dealer promptly if it becomes aware of any allegation that any content on the Website may be Inappropriate Content.

    10.5 The Dealer shall indemnify Razsor against all liabilities, damages, costs, losses and expenses (including any direct, indirect or consequential losses and loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Razsor arising out of or in connection with any claim made against Razsor that the Forecourt Banner and/or Materials constitute Inappropriate Content.

    10.6 Razsor may include the statement "Powered by Razsor" on the home page of the Website in a form to be agreed.

  8. CHARGES AND PAYMENT

    The Dealer will pay the relevant Charges set out in the Application Form as follows:

    11.1 Standard Website

    11.1.1 The Dealer will pay a prepayment of the Standard Website Fee as set out in the Application Form, on the Effective Date. The Dealer will continue to pay the Standard Website Fee on a monthly basis thereafter.

    11.1.2 In the event that the Dealer is an existing Trader Media Group dealer, the Standard Website Fee will be deducted from the Dealer's existing monthly direct debit arrangement in place with Trader Media Group.

    11.2 Bespoke Website

    11.2.1 The Dealer will pay the Bespoke Website Fee as set out in the Application Form, on the go-live date of the Website. The Dealer will continue to pay the Bespoke Website Fee on a monthly basis thereafter.

    11.2.2 In the event that the Dealer is an existing Trader Media Group dealer, the Bespoke Website Fee will be deducted from the Dealer's existing monthly direct debit arrangement in place with Trader Media Group.

    11.3 Services

    11.3.1 The Dealer will pay the relevant Charges as set out in the Application Form on a monthly basis and in accordance with this clause 11.

    11.4 The Dealer shall pay all monies owing under the Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.

    11.5 All Charges payable under the Contract are exclusive of VAT which shall be paid by the Dealer at the rate and in the manner for the time being prescribed by law.

    11.6 If the Dealer fails to pay any sums due in full in accordance with these Conditions, Razsor shall be entitled (without prejudice to any other right or remedy it may have) to:

    11.6.1 cancel or suspend performance of any part of the Contract until payment of all sums due and any accrued interest has been received in full; and/or

    11.6.2 charge the Dealer interest on any unpaid sums (both before and after judgement) at the current statutory rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 (as amended form time to time).

    11.7 Payment of all sums due under the Contract shall be made by the Dealer in pounds sterling by cheque or by bank transfer to such bank account as Razsor may from time to time notify the Dealer or by direct debit from the Dealer's nominated bank account.

    11.8 Razsor reserves the right to amend all or any of the Charges payable under the Contract at any time.

  9. WARRANTIES

    12.1 Each of the parties warrants to the other that it has full power and authority to enter into the Contract.

    12.2 The Dealer warrants that all Data supplied to Razsor shall not include any Inappropriate Content.

    12.3 Razsor shall perform the Services with reasonable care and skill.

    12.4 These Conditions together with the relevant Application Form set out the full extent of Razsor's obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into these Conditions or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

    12.5 For the avoidance of doubt, Razsor does not warrant that the operation of the Website will be uninterrupted or error free and whilst Razsor shall take reasonable care to avoid passing on any viruses or introducing them to the Website, Razsor shall not be liable to the Dealer as a result of any virus introduced or passed to it. The Dealer is advised to check the Website regularly for viruses.

    12.6 Razsor does not monitor and has no liability for the Materials and/or for the content of any communications transmitted via the Website.

  10. LIMITATION OF LIABILITY

    13.1 The following provisions set out Razsor's entire liability (including any liability for the acts and omissions of its employees) to the Dealer in respect of:

    13.1.1 any breach of its contractual obligations arising under this Agreement; and

    13.1.2 any representation (other than fraudulent misrepresentation) statement or tortuous act or omission including negligence arising under or in connection with this Agreement.

    13.2 Nothing in this Agreement shall operate to exclude or limit either party's liability for:

    13.2.1 death or personal injury caused by its negligence; or

    13.2.2 fraud; or

    13.2.3 any other liability which cannot be excluded or limited under applicable law.

    13.3 Subject to clause 13.2, the total liability of Razsor in contract, tort (including without limitation negligence), statutory duty or otherwise (unless otherwise excluded), in respect of each event or series of connected events shall not exceed the aggregate of the Charges paid for the particular Service giving rise to the liability, in the month during which the event giving rise to the liability occurred.

    13.4 Razsor will in no event be liable to the Dealer for:

    13.4.1 loss of profits;

    13.4.2 loss of contracts, business and/or opportunity;

    13.4.3 loss of anticipated revenue;

    13.4.4 loss of goodwill and/or reputation;

    13.4.5 economic and/or other similar losses;

    13.4.6 loss, damage to or corruption of data; or

    13.4.7 indirect losses or consequential loss (including loss or damage suffered by the Dealer as a result of an action brought by a third party).

    13.5 Nothing in this clause 13 will confer any right or remedy upon the Dealer to which it would not otherwise be legally entitled.

  11. INTELLECTUAL PROPERTY RIGHTS

    14.1 All Intellectual Property Rights in the Website (including in the content of the Website, the Website Software and any Documentation), but excluding the Materials, arising in connection with the services under the Standard Website shall be the property of Razsor. Following Acceptance of the Website and upon payment in full of the Standard Website Fee, Razsor shall grant the Dealer a non-exclusive licence of such Intellectual Property Rights and the Website Software and any Documentation for the purpose of operating and using the Website.

    14.2 The licence granted in clause 14.1 is dependent upon the payment of the Standard Website Fee in accordance with clause 11. The licence will immediately terminate upon termination of the services under the Standard Website as a whole and/or if the Dealer fails to pay the Standard Website Fee.

    14.3 The creation of Stock Information may require the enhancement, amendment and/or alteration of the Data which may require Razsor to use or incorporate third party material used under licence by Razsor. As a consequence, both Razsor and/or its licensors may acquire Intellectual Property Rights in the Stock Information.

    14.4 The Dealer acknowledges that in the event Razsor alters the Data provided by the Dealer and creates Stock Information then the Stock Information shall become a work of joint copyright co-owned by Razsor and the Dealer. To the extent that any such joint Intellectual Property Rights in what Razsor creates are not automatically vested in Razsor, the Dealer hereby assigns those rights to Razsor.

    14.5 The Dealer acknowledges and agrees that Razsor has proprietary Intellectual Property Rights in each Advertisement and PPC Advertisement as may the licensors of third party data used by Razsor under licence in the creation or amalgamation of Advertisements and PPC Advertisements. The Dealer agrees that it will not enable or permit anyone to copy the content of any Advertisement or material displayed on the Website or of any PPC Advertisement. The Dealer will not inhibit Razsor taking such measures that Razsor deems necessary at its own expense to protect its Intellectual Property Rights against third parties who copy the content of any material in which Razsor has a proprietary interest.

    14.6 The Dealer shall indemnify Razsor against all liabilities, damages, costs, losses and expenses (including any direct, indirect or consequential losses and loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Razsor arising out of or in connection with any claim made against Razsor that the Materials and/or the Website infringes any Intellectual Property Rights of a third party.

  12. DATA PROTECTION

    15.1 Each of the Dealer and Razsor warrant to the other that it shall comply with the provisions of the Data Protection Act 1998 (the "Act") insofar as the Services relate to or involve the processing of Personal Data (as defined in the Act).

    15.2 The Dealer acknowledges and agrees that in entering into the Contract, Razsor may collect Personal Data relating to the Dealer and/or employees, consultants and/or contractors engaged by the Dealer. This Personal Data may be used for a number of purposes including, without limitation, processing the Dealer's order for Services on the Application Form and in providing the Services to the Dealer; carrying out customer and market research; dealing with requests and enquiries; maintaining records; sending the Dealer information on products and/or services Razsor thinks may be of interest to the Dealer; the creation of analytical data products or services; fraud prevention purposes; assisting with police investigations and/or enquiries and/or complying with statutory and regulatory obligations.

    15.3 Razsor may disclose any information that it collects to other companies within the Trader Media Group, to third parties whose products and/or services Razsor think may be of interest to the Dealer, to credit reference agencies, finance companies, fraud prevention agencies, the police, the Financial Services Authority and/or any regulatory authorities.

    15.4 The Dealer acknowledges and agrees that in entering into the Contract, Razsor may carry out credit reference checks on the Dealer and/or any individual employed or otherwise engaged by the Dealer. Razsor reserves the right to refuse to provide any of the Services to the Dealer in Razsor's sole opinion any credit reference results are unsatisfactory.

    15.5 By entering into the Contract and submitting details on the Application Form, the Dealer is consenting to its data being used in accordance with these Conditions and, in particular, this clause 15.

  13. TERM AND TERMINATION

    16.1 Unless terminated earlier in accordance with these Conditions, the Contract shall continue in force for the period specified on the Application form. If no such period is specified in the Application Form, the Contract shall remain in force unless or until terminated by either party in accordance with these Conditions.

    16.2 Subject to clauses 16.3 and 16.4 below, the Dealer may terminate all or any of the Services within the initial 12 months of the term of the Contract, by giving notice in writing in accordance with this clause 16.2. The Dealer shall give the following notice periods to terminate:

    16.2.1 in respect of any Service other than SEO Services and/or Video Services, not less than 28 days' notice in writing; and

    16.2.2 in respect of the SEO Services and Video Services not less than 90 days' notice in writing;

    16.2.3 in respect of the PPC Services, not less than 28 days' notice in writing not to expire prior to the end of the first 3 months of commencement of the PPC Services;

    16.2.4 in respect of any Package which includes SEO Services and/or Video Services, not less than 90 days' notice in writing; and

    16.2.5 in respect of any Package not including SEO Services or Video Services, not less than 28 days' notice in writing

    such notice to be sent to Razsor at the address specified in the Application Form. The notice must state the exact Services being terminated.

    The Dealer should telephone on 01925 406415 to inform Razsor that it is intending to terminate any or all of the Services.

    16.3 Any notice served by a Dealer that does not have an existing arrangement with Trader Media Group must not expire within the first 13 weeks of the Contract or such other initial period as specified by Razsor ("Initial Period").

    16.4 Where the Dealer wishes to give notice to terminate the Standard Website or Bespoke Website, the Dealer must give 90 days' notice in writing to terminate the Standard Website or Bespoke Website in the event that the Dealer has also opted for the SEO Services and/or the Video Services.

    16.5 After the first anniversary of this Contract, any Service can be terminated on 28 days' notice in writing to Razsor, subject to any minimum term requirements specified by Razsor for services ordered after commencement of the Contract, pursuant to an Order Variation Form.

    16.6 Razsor may terminate the Contract by giving the Dealer not less than 7 days' written notice or immediately on the giving of notice by telephone, fax or email.

    16.7 Razsor may terminate the Contract immediately at any time by written notice to the Dealer if:

    16.7.1 the Dealer fails to pay any sum due under the Contract when due;

    16.7.2 the Dealer commits any material breach of its obligations under these Conditions which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied;

    16.7.3 the Dealer persistently breaches any one or more terms of the Contract; or

    16.7.4 the Dealer:
    (a) ceases to trade (either in whole, or as to any part or division involved in the performance of this Agreement); or
    (b) any distress or execution is levied on the other party's property or if the other party has a receiver, administrator, administrative receiver or manager appointed over the whole or any part of its assets, becomes insolvent, compounds or makes any arrangement with its creditors, is the subject of a bankruptcy petition or order, is wound up or goes into liquidation, or if the other party suffers any analogous proceeding under foreign law.

    16.8 For the avoidance of doubt, either party may terminate an individual Service by giving the other party notice in accordance with this clause 16. Such termination will not terminate the Contract as a whole or affect any of the other Services being provided under the Contract in any way unless the Service being terminated is the Standard Website in which case the Contract will terminate as a whole.

    16.9 On termination of the Contract by Razsor pursuant to this clause 16, all licences granted by Razsor under these Conditions shall terminate immediately.

    16.10 On expiry or termination of the Contract otherwise than on termination by Razsor pursuant to clause 16.6 and 16.7, Razsor shall promptly return all Materials to the Dealer, and shall provide to the Dealer an electronic copy of the Website (including all content on the Website). Razsor shall provide such assistance as is reasonably requested by the Dealer in transferring the hosting of the Website to the Dealer or another service provider, subject to the payment of Razsor's expenses reasonably incurred.

    16.11 On expiry or termination of the Contract, all provisions of these Conditions shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

  14. FORCE MAJEURE

    17.1 The definition in this clause applies in these Conditions.

    "Force Majeure Event": any event arising that is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).

    17.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Contract shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.

  15. CONFIDENTIALITY

    18.1 The definition in this clause applies in these Conditions.

    "Confidential Information": all information, whether technical or commercial (including all Website Specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:

    18.1.1 identified as confidential at the time of disclosure; or

    18.1.2 ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

    18.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

    18.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

    18.4 The obligations set out in this clause 18 shall not apply to Confidential Information which the receiving party can demonstrate:

    18.4.1 is or has become publicly known other than through breach of this clause 18; or

    18.4.2 was in possession of the receiving party prior to disclosure by the other party; or

    18.4.3 was received by the receiving party from an independent third party who has full right of disclosure; or

    18.4.4 was independently developed by the receiving party; or

    18.4.5 was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

    18.5 The obligations of confidentiality in this clause 18 shall not be affected by the expiry or termination of the Contract.

  16. NOTICES

    19.1 Any notice or other communication required to be given under these Conditions, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice or communication at its current address or as otherwise specified by the relevant party by notice in writing to each other party.

    19.2 Any notice or other communication shall be deemed to have been duly received:

    19.2.1 if delivered personally, when left at the address and for the contact referred to in this clause; or

    19.2.2 if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or

    19.2.3 if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

  17. GENERAL

    20.1 These Conditions together with the Application Form contain the entire agreement and understanding between the parties and superseded any and all prior agreement, arrangements, statements and understandings between the parties relation to the subject matter of the Contract. Each party acknowledges that it has not entered into the Contract in reliance upon representation not expressly set out in the Contract and neither party shall be liable in respect of any representation made prior to and not contained in these Conditions unless it was made fraudulently.

    20.2 The Contract is personal to the parties, and neither party may assign or transfer the Contract without prior written consent or the other.

    20.3 No variation of the Contract shall be binding unless agreed in writing and signed by a director of each party.

    20.4 No waiver or indulgence by either party shall be effective save in relation to the matter of which it was specifically given.

    20.5 Neither party shall be liable to the other for any loss or damage which may be incurred to the extent that it results from any events beyond the defaulting party's reasonable control.

    20.6 If one or more of the terms of these Conditions are found by any competent authority to be invalid, unlawful or otherwise unenforceable then such terms and conditions shall be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

    20.7 A reference to a statute or statutory provision includes any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it.

    20.8 Nothing in these Conditions shall confer any rights or benefits, whether pursuant to the Contracts (Rights of the Third Parties) Act 1999 or otherwise in favour of any person other than Razsor or the Dealer.

    20.9 The Contract, which incorporates these Conditions, shall be governed by and construed in accordance with English law and the parties herby irrevocably submit to the exclusive jurisdiction of the English Courts.

CHAT TO OUR TEAM ABOUT YOUR NEEDS

Call us on

08433 096 679

Email us on

enquiries@razsor.com

Dave King
Digital Support Specialist

Dave King

RAZSOR SECURITY

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