Combined Ford / Dealer Fair Collection Notice
When you buy a product or receive services from:
- Ludham Garage Ltd;
- Ford Motor Company Limited registered in England: No. 235446, registered office: Eagle Way, Brentwood, Essex CM13 3BW ("Ford", "we", "our" or "us")
certain information about you and your vehicle ("personal information") will be collected.
This notice explains how your personal information will be used and who it will be shared with.
In addition to this notice, some Ford products and services (including some Ford apps) have their own privacy policies which describe in more detail how your personal information is used in a particular context. You can also find out more about what information your vehicle collects and uses by consulting the owners' manual or its accompanying app (where available).
Who your personal information will be shared with
Your personal information may be disclosed to:
- companies or other organisations that Ford and/or Ludham Garage Ltd have engaged to provide services on their behalf such as web-hosting companies, mailing vendors, analytics providers, event hosting services, and information technology providers;
- companies or other organisations where you have asked us Ludham Garage Ltd to or agreed that we may share your personal information with them;
- other Ford dealers and our partners where this is necessary to provide you with a product or service;
- professional advisors;
- any law enforcement agency, court, regulator, government authority or other third party where Ford and/or Ludham Garage Ltd believe this is necessary to comply with a legal or regulatory obligation, or otherwise to protect our or Ludham Garage Ltd rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues; or
- any third party that purchases, or to which we or Ludham Garage Ltd transfer, all or substantially all of our respective assets and business. Should such a sale or transfer occur, we or Ludham Garage Ltd, as appropriate, will use reasonable efforts to try to ensure that the entity to which your personal information is transferred uses it in a manner that is consistent with this notice.
Ford may also share your personal information with FCE Bank plc (“Ford Credit”), Ford Motor Company, other Ford Motor Company Group companies worldwide. When we share your personal information, we will make sure that is used for purposes which are compatible with those described in this notice. A list of the companies within Ford Motor Company Group is available at www.ford.co.uk.
Transferring your personal information internationally
Your personal information will be treated in accordance with UK law concerning data protection and may be transferred within the European Economic Area ("EEA"), as well as to countries outside the EEA (including to the USA). The countries to which we transfer your personal information may not be regarded by the European Commission as ensuring an adequate level of protection for personal information. As a result, when we transfer your personal information outside the EEA we will put in place appropriate safeguards in accordance with our legal obligations to ensure that your personal information is adequately protected irrespective of the country to which it is transferred. These safeguards may include obtaining contractual assurances from any third party given access to your personal information that your personal information will be protected by standards which are equivalent to those that protect your personal information when it is in the EEA. If you would like to know more about how Ford protects your personal information when it is transferred outside the EEA, or to obtain a copy of the safeguards we put in place to protect your personal information when it is transferred, please contact us at the address below.
What personal information will be used
Ford and Ludham Garage Ltd collect your personal information when:
- you fill in forms or make bookings (for example, if you book a service or request a test drive);
- receive services or purchase products at Ludham Garage Ltd ; and
- you contact us (for example, we will keep a record of the information you provide when you write to us or contact our customer service centres).
When you bring your vehicle in for servicing or repair, we will collect diagnostic information about your vehicle and keep a record of the work carried out and parts supplied. We explain more about this is a separate section at the end of this notice.
The personal information we and Ludham Garage Ltd collect includes:
- your name and contact information (such as your address, telephone number(s) and email address) and information about your business or employer if you are enquiring in a commercial capacity;
- information about your vehicle (including your Vehicle Identification Number ("VIN"), vehicle registration number, model, age and mileage);
- the products and services in which you are interested or have purchased;
- your contact and marketing preferences; and
- information required for financing purposes such as payment information.
In addition, where permitted by law, we may combine the information we hold with information about you or your interests, socio-economic and socio-demographic status, online identifiers and current contact details collected by third parties such as marketing agencies and from public sources.
We may be required by law to collect certain personal information. We may also be required to collect your personal information as a result of a contractual relationship with you. Failure to provide this information may prevent or delay the fulfilment of these obligations.
How your information will be used
We and Ludham Garage Ltd use the personal information we collect to:
- fulfil your requests (for example, to provide services to you);
- manage and improve our business and our relationship with you;
- assess the quality of the services we and Ludham Garage Ltd provide, and the services our suppliers provide to us or on our behalf;
- deal with your enquiries;
- conduct research;
- send you marketing material in line with your communications preferences; and
- comply with our legal and regulatory responsibilities, to respond to legal process or requests for information issued by government authorities or other third parties, and to prevent and detect crime and fraud, or protect your, our or others’ rights.
For more information about how the personal information we collect when your vehicle is serviced or repaired is used, please see the ‘Repair, diagnosis and servicing for your Ford vehicle’ section of this notice below.
We, Ford Motor Company, other Ford Motor Company Group companies worldwide and Ludham Garage Ltd may combine and, using automated decision making processes analyse your personal information to assist with the purposes outlined above, and to:
- help us understand, develop and improve our products, processes, and services and marketing strategies;
- personalise our communications, products and services to you;
- keep your personal information up to date;
- to understand our customers better; and
- to manage and improve our relationship with you.
This could include, for example, informing our distribution strategy, evaluating the effectiveness of our marketing and customer service, conducting market analysis and identifying products or services which may be of interest to you, and contacting you to tell you about such products and services.
In some limited circumstances, the automated decisions we take may have a legal or similar effect on you. We will only make these kinds of automated decisions about you where:
- The decisions are necessary for performing or entering into a contract with you:
- The decisions are authorised by law; or
- You give your consent to us carrying out automated decision-making.
You can contact us to request further information about automated decision-making, and in some circumstances object to the use of automated decision-making, or request that an automated decision is reviewed by a human.
We and Ludham Garage Ltd] keep your personal information in identifiable form for as long as is reasonably necessary to fulfil the purposes for which it is collected and as required to comply with applicable legal and regulatory obligations. This generally means holding your personal information for as long as one of the following apply:
- your personal information is reasonably required in order to provide the services you have requested to you;
- your personal information is reasonably required in order to protect and defend our and/or Ludham Garage Ltd rights or property (this will generally be the length of the relevant legal limitation period); or
- applicable laws or regulations otherwise require the retention of your personal information.
The lawful grounds that will be relied upon when your personal information is used
There are different lawful grounds that we and Ludham Garage Ltd rely on to use your personal information and we and Ludham Garage Ltd will collect and use your personal information in the following situations:
- where our and/or Ludham Garage Ltd use of your personal information is necessary to perform a contract or contracts that you are a party to, or to take steps that you request before entering into a contract. These contracts could include the conditions on which you enter a competition or agreements you enter into for service products;
- where our and/or Ludham Garage Ltd use of your personal information is within our legitimate interests or the legitimate interests of the organisation with which we have shared your personal information and we have made sure that your personal information, and your rights in relation to that information, are protected. For example, we may rely on this legal ground if we and/or the companies within the Ford Motor Company group use your personal information to: understand and improve our (or their) products, services and/or business and marketing strategies; for research purposes; to manage and improve our relationship with you and for administrative purposes; to help find out what information, products and services are most likely to interest you and to send or show you information, offers, and online advertisements for these products or services; to personalise your experience of our products and services; to ensure that our products and services are delivered and used in accordance with the law and the terms and conditions that apply to them; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Ludham Garage Ltd may rely on this legal ground if it uses your personal information to: understand and improve its products, services and/or marketing strategies; for research purposes; to manage and improve its relationship with you and for administrative purposes; to help find out what information, products and services are most likely to interest you and to send or show you information, offers, and online advertisements for these products or services; to personalise your experience of its products and services; to ensure that its products and services are delivered and used in accordance with the law and the terms and conditions that apply to them; and where necessary to protect or defend its or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues;
- where we and/or Ludham Garage Ltd believe it is necessary to use your personal information to comply with a legal or regulatory obligation;
- in limited circumstances where we and/or Ludham Garage Ltd believe it is necessary to protect someone's safety or vital interests;
- in certain circumstance we and/or Ludham Garage Ltd may need to use your personal information for purposes which are in the public interest; and
- where we and/or Ludham Garage Ltd have your consent. We will rely on your consent to, for example, use your personal information for marketing to you by email and text message in accordance with your marketing preferences. Where we rely on consent to use your personal information, you have the right to withdraw that consent at any time. Please see the 'Your rights' section of this notice for more details.
You have the right as an individual to find out what information Ford and/or Ludham Garage Ltd holds about you and for what purposes, as well as to access that information and make corrections if necessary. You also have the right in some circumstances to object to our use of your personal information, to ask us to restrict or erase your personal information or to request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organisations (this is often referred to as the right to ‘data portability’).
Where you have consented to the use of your personal information (please see the section named 'The lawful grounds that will be relied upon when your personal information is used' for further information), you have the right to withdraw your consent at any time.
If you have questions or concerns regarding Ludham Garage Ltd use of your personal information, or would like to access the information that Ludham Garage Ltd holds about you or exercise any of the other rights you have in relation to the personal information that Ludham Garage Ltd holds about you, please contact -
Ludham Garage, High Street, Ludham NR29 5QQ. Email:email@example.com
If you have questions or concerns regarding Ford's use of your personal information, or would like to access the information that Ford holds about you or exercise any of the other rights you have in relation to the personal information that Ford holds about you, please contact:
By post to:
PO Box 2318
By email to: firstname.lastname@example.org
Ford and Ford Credit have appointed a Data Protection Officer. You can contact the Data Protection Officer at email@example.com.
We encourage you to contact us and Ludham Garage Ltd to update or correct your personal information if it changes or if the personal information we hold about you is inaccurate.
If you have a complaint about the way in which Ford or Ludham Garage Ltd uses your personal information we hope that in the first instance you will contact us or Ludham Garage Ltd. You may, however, also make a complaint to the Information Commissioner's Office, which is the authority that upholds information rights in the UK.
Changes to this notice
We may modify or update this notice from time to time. If we and/or Ludham Garage Ltd change this notice, we will notify you of the changes. Where changes will have a fundamental impact on the nature of the processing or otherwise have a substantial impact on you, we will give you sufficient advance notice so that you have the opportunity to exercise your rights in relation to your personal information (for example, to object to the processing).
Your marketing preferences
Ford and Ludham Garage Ltd would like to keep you up to date with information and offers from Ford and Ludham Garage Ltd.
Please let us know if and how you would like to hear from us by ticking the boxes below.
I do not want to receive information and offers from Ludham Garage Ltd via the following channels:
I would like to receive information and offers from Ford by:
Yes [ ]
Yes [ ]
Yes [ ]
Yes [ ]
Repair, diagnosis and servicing for your Ford vehicle
When your Ford vehicle was manufactured it was assigned a unique number (the Vehicle Identification Number, or VIN). From the VIN we can tell certain information about your vehicle, including its model, age, the software it uses, its technical specifications.
In order to diagnose, analyse, repair or service your vehicle, the technicians working on it will need to collect the VIN together with certain diagnostic information and information about the current state of your vehicle (for example, what software versions it is using, its mileage etc.).
This information will be transferred to a system run by Ford so that the technicians working on your vehicle can be provided with vehicle-specific repair, maintenance and diagnostic information (such as wiring diagrams and vehicle software updates) and information about any past work carried out on your vehicle to assist them to diagnose, repair and/or service it and to enable them to maintain their records.
To make sure your vehicle has a comprehensive diagnosis record, information about what work is done to your vehicle when it is serviced or repaired will be linked to the VIN of your vehicle. This will be transferred to the system and stored so that Ford (or any third parties it authorises to use the system in this way) can make information about past repair or service available to any dealer or repairer anywhere in the world who needs to repair or service your vehicle.
The information held on the system is also used by Ford to enable the diagnosis, repair of your vehicle, to manage and administer warranties and similar products and services, for product safety and research and development purposes and to enable Ford to comply with its legal obligations.
In addition to the transfers of information described above, Ford may also pass this information to:
- companies in the Ford corporate Group for the purposes of research and development and analytics; and/or
- to companies in the Ford corporate Group and/or third parties where Ford believes this is necessary to comply with a legal or regulatory obligation, or otherwise to protect the rights of Ford, other companies in the Ford Motor Company corporate group, or the rights of any third party.
You can find out more about the legal grounds we rely on when we use your personal information in the section named 'The lawful grounds that will be relied upon when your personal information is used' above.
Given the global nature of the system, VIN information is transferred to countries outside the European Economic Area by Ford. You can find out more about the international transfers of personal information in the section named 'Transferring your personal information internationally' above.
As this information is a formal record of your vehicle, we retain it for 20 years.
If you have any questions, or would like to access the information about your VIN held in the system or exercise any of the other rights you have in relation to your personal information (you can find out more about these above), please contact Ford at:
PO Box 2318
Or at firstname.lastname@example.org
TERMS & CONDITIONS
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Authorised Users: those persons who are authorised by Customer to use the Package.
Autoweb: Autoweb.co.uk Ltd.
Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
Conditions: the terms and conditions set out in this agreement together with any other terms agreed in writing
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.
Content: all text, information, data, software, executable code, images, audio or video material in whatever medium or form provided by Autoweb to Customer for incorporation in the Customer Website or otherwise for use as part of the Package.
Customer: The legal entity detailed on the order form with whom Autoweb makes this agreement.
Customer Data: the data inputted by Customer, Consumer, Authorised Users, or Autoweb on Customer’s behalf for the purpose of using the Package or facilitating Customer’s use of the Package.
Customer Website: any website hosted, managed on behalf of or provided to Customer by Autoweb as part of the Package.
Disaster: an incident or event which: threatens full and total system outage or total workflow interruption to multiple users; and requires special measures to be taken to restore systems to full working order.
Effective Date: is the date of the signature of the Order Confirmation Form.
Fees: The fees set out in the Order Confirmation Form (including as applicable the Set-Up Fees, the Monthly Service Fees and any other fees connected with the Package).
Initial Subscription Term: 12, 24 or 36 months from the Effective Date.
Intellectual Property Rights: all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights, moral rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
Liabilities: all liabilities, damages awarded, and amounts paid or payable under judgments or settlements arising from third party claims, and all reasonable and necessary litigation costs and expenses related thereto (including all legal and other professional fees, expenses and disbursements).
Literature: specifications, dates and other such similar information published by Autoweb on the various parts of the Package
Normal Business Hours: 8.30 am to 5.00 pm GMT, each Business Day.
Order Confirmation Form: the order confirmation provided by Autoweb in accordance with clause 2.1 which shall include the agreed Fees.
Package: the services detailed in the order form and made available for the Customer.
Software: any online software applications provided by Autoweb to the Customer as part of the Package.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. For the avoidance of doubt web harvesting and web scraping shall also be considered a virus.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8 A reference to writing or written includes faxes but not e-mail.
1.9 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
2.0 The terms the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2 TERMS OF SALE
2.1 Autoweb shall provide the Customer with an Order Confirmation Form together with, or in advance of this Agreement. In entering into this Agreement, the Customer accepts the terms of the Order Confirmation Form, which shall be incorporated into this Agreement.
2.2 Autoweb employees are not authorised to make representations (whether oral or in writing) concerning alterations to the information in the Literature or these conditions and any such alterations shall only be binding when confirmed in writing by a Director of Autoweb. The Customer acknowledges in signing this agreement that they have not relied on any such representations.
2.3 Autoweb may at any time and without liability amend any error or omission in the Literature or invoice or any other document they have issued.
3 RESERVATIONS AND PAYMENT
3.1 Customer shall pay the Fees to Autoweb in accordance with this clause 3 and the Order Confirmation Form by means of Direct Debit and Customer hereby gives Autoweb all permissions necessary and agrees to sign such documents are may be required for Autoweb to take payments in such manner. All monthly fees will commence no more than 4 months from sign up of order or from the live date going live, whichever is the sooner.
3.2 The Literature constitutes an invitation to treat only and shall in no way be the basis for this Agreement entered into with Autoweb. No binding agreement shall exist until a valid booking form is issued by Autoweb and received back within the stated deadline duly signed by a person having appropriate authority to sign on behalf of the Customer.
3.3 Payment of the Setup Fee is required within 7 days of receipt by Autoweb of a signed order form. The first Monthly Service Fee will become due prior to launch date. Any exception to this must be by prior agreement in writing from us.
3.4 Autoweb may disable Customer’s password, user account and/or access to all or part of the Package or Software and Autoweb shall be under no obligation to provide any or all of the Package when any payment due under this Agreement remains unpaid.
3.5 Autoweb may in its absolute discretion agree in writing to accept any one or more payments by way of invoice. Invoices are due for payment within 30 days. Autoweb shall be entitled to charge the customer interest on all overdue balances at the rate of 3% above the base lending rate from the time to time of National Westminster Bank plc or judgement debt at its absolute discretion (both before and continuing after any court judgement) from the date payment became due to the date of payment in full with such interest being applied on a daily basis.
3.6 Autoweb shall be entitled to increase the Monthly Service Fee equal to the previous year’s average annual rate of inflation as at 1st April annually provided it gives the Customer 10 days’ notice in writing.
4 CANCELLATION AND TERMINATION
4.1 Subject to clause 4.2 below the Customer shall be entitled to cancel the Package at any time after the initial term stated on this agreement by giving 3 (three) months’ notice in writing to Autoweb. All payments outstanding AND due within the 3 (three) months’ notice period will remain due and payable.
4.2 In the event of cancellation for whatever reason, any payments made or are due to be made at the date of cancellation shall be non-refundable and if not yet paid, shall remain liable for such payment in accordance with this agreement.
1. If the Customer’s package has gone live, then the full amount of the subscription term shall be payable.
2. If the Customer’s package has not gone live, then 50% of the entire subscription term shall be payable.
These amounts are to be payable immediately and the Customer recognises that such payment is a reasonable reflection of the loss suffered by Autoweb because of early termination of this Agreement.
4.3 If any payment is not received by the due date for it, Autoweb shall be entitled, at its sole discretion, to treat the Package as cancelled by the Customer and in those circumstances, shall issue a written notice of cancellation to the Customer and the provisions of clauses 4.1 and 4.2 shall apply.
4.4 It is the Customer’s sole responsibility to cancel any arrangements for payments made to us, with your bank. If you do not cancel any such arrangement with your bank, your account will be left open for your full use, regardless of any prior notice in writing to cancel.
5 LIMITATIONS TO OUR LIABILITY
5.1 Except in the case of personal injury or death directly caused by our negligence, our liability to you whether in contract, negligence or otherwise and whether arising in relation to the contract, the services provided under the Package or otherwise howsoever, shall in all circumstances be limited to the value of the fees paid in the 12 months prior to the liability arising.
5.2 We shall have no liability for any virus uploaded onto the Customer Website by third parties and will have no responsibility for the consequences of your failure to comply with your obligations under the Contract.
5.3 You agree to indemnify us against all claims, losses or damage incurred arising from your use of the Package.
5.4 Autoweb hereby excludes all Liability for loss of profits or contracts (other than in the case of Autoweb its net loss of future revenue from this Agreement), loss of goodwill or for any special, indirect or consequential loss whether arising from negligence, breach of contract or howsoever.
5.5 Any warranty term or condition expressly or implied by law
is hereby excluded to the fullest extent possible including but not limited to merchantability or fitness for purpose of the Package and it is the Customer’s responsibility to ensure that the Package ordered fulfils its needs.
6.1 We agree that we will provide the Package to meet your requirements communicated to and acknowledged by us.
6.2 We will provide you with a username and password to enable you to access the website administration panel of your website
6.3 We shall have discretion to refuse to process or register any domain name if we consider there are reasonable grounds for us to do so.
6.4 We shall be entitled to accept and to act upon, directions or instructions given to us in relation to the Package either by the person named by you as your point of contact in your initial order, or, if you are a limited company, by any one of your directors, or, if you are more than one person or a partnership by the person whose name appears first in the Contract.
6.5 All intellectual property in the Customer Website remains the property of Autoweb unless an express assignment in writing is signed by the parties and the Customer acknowledges that at the termination of this Agreement for whatever reason the Customer has no right to continued use and access to the Customer Website.
6.6 We will host your website on our server and maintain and operate the website in accordance with and for the duration of this Agreement.
6.7 We may temporarily suspend operation of the Package at any time for the purpose of repair, maintenance or improvement to the Package and in such circumstances, will provide you with as much prior notice as possible and will endeavour to keep a suspension of operation of the Package to a minimum.
7 CUSTOMER DATA
7.1 Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data
7.2 Customer hereby grants to Autoweb a perpetual, non-exclusive, transferable right to use the Customer Data for the purpose of fulfilling Autoweb’s contractual obligations to Customer including but not limited to storing, managing and transfer of the Customer Data on the systems under Autoweb’s control.
7.3 Following termination of the services to Customer, Autoweb may keep one copy of Customer data in a secure offline manner as an archive to evidence the fulfilment of its obligations under the Package.
7.4 In the event of any loss or damage to Customer Data, Customers sole and exclusive remedy shall be for Autoweb to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back up of such Customer Data maintained by Autoweb as part of Support Services. Autoweb shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any Third Party (except those third parties sub-contracted by Autoweb to perform services related to Customer Data maintenance and back-up)
7.5 Customer is responsible at the outset and during the continuity of the agreement for instructing Autoweb in the Customer requirements for data processing.
7A DATA PROTECTION COMPLIANCE.
7A.1 Customer confirms that Customers Data is likely to include the personal data of Customers end users (Personal Data) as defined by Data Protection Laws then in force in the UK and European Union (DP Laws). Customer shall adhere to DP Laws to reflect its role as Data Controller for the Personal Data.
7A.2 Customer authorises Autoweb to act as Data Processor to process Personal Data for all purposes relating to provision of the services. Nothing within these terms relieves Autoweb of its own direct responsibilities and liabilities under applicable DP Laws. Customer shall assist Autoweb to all reasonable extents in Autoweb meeting its obligations under DP Laws.
7A.3 Autoweb may:
Process Personal Data uploaded in performing the services also for any reason that Autoweb is obliged to do so by law including the order of any competent court, statutory, legal or regulatory obligation;
Use a sub-data processor as Autoweb sees fit and in accordance with DP Laws;
Take independent action at its discretion for the purposes of DP Laws then in force to i) secure any Personal Data or ii) make an assessment of suitability of Personal Data records processed.
7A.4 Autoweb shall:
Assist Customer in providing subject access request and any other assistance in end users’ exercise of their rights;
Tell Customer immediately if Autoweb knowingly is asked to do something infringing DP Laws;
Retain Customers Data for a maximum of 30 days unless otherwise agreed or required under the terms of this Agreement;
Delete or return all Personal Data currently held by Autoweb to Customer as requested at the end of the provision of the services, except in the event that Customer uses Autoweb to act as an archive or subject to clause 7.3 above, and Autoweb may charge Customer additional charges for any such action requested by Customer.
7A.5 In any event Customer remains responsible for ensuring compliance with DP Laws by any third parties it authorises or enables to access or use Customers Website or the systems under Autoweb’s management and for ensuring that Customer or its agents are entitled to transfer the Personal Data to Autoweb in a lawful manner so that Autoweb may lawfully use and process Personal Data in accordance with the services.
7A.6 The Customer agrees that it is responsible for displaying compliant privacy policies to all end users of the Customer Website or any other point at which Personal Data may be inputted onto Customers system managed by Autoweb for Customer and in particular Customer shall ensure that it has a legitimate basis for uploading Personal Data onto the Customer Website. In the event Autoweb becomes aware of the absence or non-compliance of privacy policies then Customer agrees Autoweb may implement at Customer’s cost privacy policies to the extent required to fulfil Autoweb’s legal obligations EXCEPT that Customer shall remain liable for the compliance or otherwise of such privacy protection terms.
7A.7 Customer shall obtain all Personal Data lawfully, fairly and transparently, including but not limited to,
Maintain compliant systems and permit Autoweb to inspect such systems to satisfy Autoweb that Customer systems are compliant;
Ensure the secure handling of data processing
7A.8 In the event there is an unauthorised disclosure of Personal Data requiring notification to a lawful authority, it is the responsibility of Customer to make any such notification. Should Customer fail to make such notification then it shall indemnify Autoweb for any loss resulting from Customers failure to make such notification.
7A.9 Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage at its own cost.
7A.10Customer hereby indemnifies and hold harmless Autoweb for any loss or damages of any kind, whether direct or indirect, consequential, loss of profit, loss of reputation or any other in the event Customer breaches applicable DP Laws.
7A.11In the event of an update to DP Laws, the parties agree that Autoweb may unilaterally update these terms to the extent necessary to fulfil Autoweb’s obligations under such updated laws.
8 CUSTOMER’S OBLIGATIONS
8.1 Customer shall provide Autoweb with all necessary co-operation in relation to this Agreement;
8.2 Customer agrees not to use Autoweb’s servers to send unsolicited or spam e-mail to other internet users. Autoweb will, at their sole discretion, decide what constitutes spam e-mails for the purposes of this agreement. You accept that you are responsible for the content of your website and warrant that such content is virus free, and does not, to your knowledge contain material that is unlawful, obscene, blasphemous, threatening, malicious, defamatory or offensive in any way whatsoever, and that it does not breach the rights, including any intellectual property rights of third parties or harm our reputation in any way.
8.3 Customer agrees to comply with all applicable laws and regulations while engaging with its activities under this Agreement;
8.4 Customer agrees to carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in Customer provision of such assistance as agreed
by the parties, Autoweb may adjust any agreed timetable or delivery schedule as reasonably necessary without liability on its part and such delay shall not affect the falling due of any payment to be made under this Agreement;
8.5 Customer shall ensure that the Authorised Users use the Package in accordance with the terms and conditions of this Agreement and be responsible for any Authorised User’s breach of this Agreement;
8.6 Customer shall obtain and maintain all licences, consents, and permissions necessary for Autoweb to perform their obligations under this Agreement, including without limitation the Package, and to allow Autoweb to use the Customer Data for the purposes set out in this Agreement and as notified to the Customer in writing from time to time;
8.7 Customer shall ensure that its networks and systems comply with the relevant specifications required by Autoweb to supply the Package by any other means from time to time;
8.8 Customer shall complete and return the two separate direct debit forms a) monthly service fee and b) marketing fee and pay the Monthly Service Fee as agreed each and every month
9. AUTOWEB’S OBLIGATIONS
9.1 Autoweb undertakes that the Package will be performed substantially in accordance with the Order Confirmation Form and with reasonable skill and care.
9.2 Autoweb shall comply with all applicable laws and regulations with respect to its performance of the Package under this Agreement.
9.3 This Agreement shall not prevent Autoweb from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or parts of the Package which are similar to those provided under this Agreement.
9.4 Autoweb warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its
obligations under this Agreement. Notwithstanding the foregoing, and whilst Autoweb shall use reasonable endeavours to register any domain names under which Package are provided in the name of the Customer, Autoweb does not warrant or commit that such registration will be successful and Autoweb shall not be liable for any Liabilities in the event of the domain having been registered by a third party other than a refund of any fees paid by Customer in connection with such domain name registration.
9.5 No waiver of any right under this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to the other party in writing.
9.6 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
9.7 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
9.8 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that is or becomes publicly known other than through any act or omission of the receiving party; was in the other party's lawful possession before the disclosure; is lawfully disclosed to the receiving party by a third party without restriction on disclosure; is independently developed by the receiving party, which independent development can be shown by written evidence; or is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the performance of this Agreement.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Autoweb’s' Confidential Information.
The Customer hereby consents to Autoweb including the Customer's name in its published customer list for publicity purposes. Save the foregoing, neither party may make any public statement regarding the relationship contemplated by this Agreement, without the other party's prior written consent.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.1 Any failure or delay by Autoweb in enforcing or exercising any of the terms or rights or powers arising under this contract shall not constitute a waiver of those terms or rights or powers and shall not affect Autoweb right to enforce or exercise them at some later stage.
11.2 If for any reason any of the Conditions set out in this agreement are held to be illegal and/or unenforceable then the remainder of the agreement will continue in force but without those particular conditions.
11.3 Any notices to be served in accordance with this agreement must be served personally or by ordinary First-Class mail or facsimile. All invoices and notices served by Autoweb will be sent to the Customer at the address on the order form or such other address that has been notified to Autoweb in writing. All notices to be served by the Customer shall be sent to our registered office address and such notices shall be deemed to take effect only when acknowledged by Autoweb in writing.
11.4 Any legal costs, expenses or charges incurred by Autoweb in recovering any outstanding payments shall be paid by the Customer on a full indemnity basis.
11.5 This agreement is to be considered in accordance with the Laws of England and Wales and Autoweb and the Customer hereby submits to exclusive jurisdiction of the English Courts