These are our website terms of use – please read this information carefully before using www.9ds.co.uk
1
interpretation
The flowing terms have the following meaning for the purpose of use on this website
Website shall mean www.9ds.co.uk
Goods shall mean the vehicles listed on this website
Seller shall mean the franchise dealer who is advertising, listing and selling the Goods on the Website.
Bidder shall mean the users who bid for the Goods on the website
Buyer shall mean the Bidder who buys the goods on the website
Tradeswap shall mean the vehicles offered for swap on the website. For a full definition of the 9DS term Tradeswap please refer to “about us” on www.9ds.co.uk
Account shall mean the individual account assigned to each Account Holder;
Account Details shall mean the account name and log-in details such as username and password;
Account Holder shall mean the user in whose name the Account is registered;
Confidential Information shall mean information which is marked as confidential, which the Receiving Party has been notified is confidential, or which is by its very nature confidential as judged objectively by a reasonable business person, and includes the Account Details;
Data Protection Laws shall mean all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner in the United Kingdom or any other supervisory authority, and the equivalent of any of the foregoing in any other jurisdiction;
Disclosing Party shall mean the discloser of Confidential Information through our Website whether as a Registered User or otherwise;
Force Majeure Event shall mean an act or event preventing our performance of our obligations under these terms which is beyond our reasonable control;
Intellectual Property Rights shall mean patents, trade marks, rights in respect of logos and get up, trade names, designs, domain names, copyright, database rights, semi-conductor topography rights, utility models, other intellectual or industrial property rights and any rights therein, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world including any such rights which may now or in the future subsist;
Nominee shall mean any other user in possession of the Account Details on the terms of clause 4 whose identity has been notified to, and approved by, us;
Objectionable Content includes any comment, opinion or material that may be defamatory, incorrect, false, misleading, malicious, threatening, abusive, harmful, obscene, offensive, slanderous, racist, libellous, annoying, harassing, upsetting or otherwise objectionable;
Privacy Policy shall mean the document found at www.9ds.co.uk setting out the terms on which we process any personal data we collect or receive from you through the use of our Website;
Receiving Party shall mean the recipient of Confidential Information through our Website whether as a Registered User or otherwise;
Registered User shall mean the Account Holder or any Nominee;
Subscription Fee shall mean the monthly subscription fee as notified to you by invoice from 9ds
use/using includes accessing, browsing or registering whether as a Registered User;
User Content includes comments, listings, request listings and messages to other users submitted to the Website by any user;
We/us/our shall means 9ds ltd
you/user shall mean the individual user of the Website or the entity or organisation that person represents.
2
terms
2.1
These terms (together with documents referred to in it) set out the terms on which you may use our Website.
2.2
Please read these terms carefully before use and we recommend that you print a copy for your future reference.
2.3
By using our Website, you accept these terms and those contained in our Privacy Policy, and you agree to comply with them. If you do not agree to these terms, you will not use our Website.
2.4
We may alter, vary or amend these terms at any time .We will make a reasonable endeavour to notify you of these changes, as any changes will be binding on you. Please check these pages for such changes.
2.5
We may update or change our Website or its content at any time, however we are under no obligation to do so.
3
information about us
3.1
The Website is a site operated by 9DS Limited with company number 11370422 and registered office at 3, 24A Branksome Wood Road, Bournemouth, Dorset BH4 9JX
3.2
We are registered in England and Wales with company number and registered office at 3, 24A Branksome Wood Road, Bournemouth, Dorset BH4 9JX
3.3
We operate as 9ds.co.uk and our main trading address is at 3 24A Bransksome Wood Road, Bournemouth, Dorset BH4 9JX
access
4.1
Access to our Website as a Registered User is conditional upon compliance with these terms and payment of the Subscription Fee.
4.2
Applications to become a Registered User of our Website will be made either through our Website or over the telephone. We will complete an application process within a reasonable time. We reserve the right to decline to give access and we do not have to give our reasons for doing so.
4.3
To be eligible for access to our Website, you must:
a)
comply with all of the terms listed in clause 11.1.
be a main franchise dealer operating within the UK
c)
have met the account criteria as set out on the website
4.4
If we accept your application for access to our Website we will create an Account and issue you with your Account Details. Your Account Details are unique to you and are issued on the express understanding that they are for Registered Users only.
4.5
Once accepted, you will be required, via your nominated bank account, to set up a direct debit for the monthly subscription fee payable to us.
4.6
You will then be able to access your Account to add any further relevant Nominees to the Account Holder you will be prompted to do so when setting up the Account.
4.7
You will treat the Account Details as Confidential Information and you will not share your Account Details with anyone other than the Nominees.
4.8
We have the right to disable, suspend or terminate any Account, or to deny access to any Registered User, without refund of the Subscription Fee, if in our reasonable opinion you have failed to comply with any of these terms.
4.9
Any suspension will be for the shortest period of time possible and reinstatement of your Account will be granted on satisfactory assurance and evidence to us by you that you have taken sufficient steps to prevent those circumstances recurring.
4.10
As an Account Holder, you will:
a)
make all arrangements necessary to ensure secure and safe access to the Website;
b)
prevent any unauthorised use of your Account or the unauthorised disclosure of your Account Details;
c)
ensure that all persons who use our Website through your Account, whether through your Internet connection or otherwise, are aware of these terms and that they comply with them; and
d)
notify us of any breach of security, unauthorised use or inadvertent disclosure of the Account or Account Details as soon as reasonably practicable after discovery.
4.11
Any Registered User may use this Website as either a buyer or a seller, or to tradeswap, or all three.
5
user content
5.1
User Content is personal to the Account and the Account Holder is responsible for any User Content submitted through the relevant Account whether by Registered User or through unauthorised access unless we have been notified under clause 4.10.
5.2
User Content may only be posted in accordance with the restrictions and directions contained on our Website.
5.3
When you submit any User Content you will ensure that your submissions are, at all times, honest, relevant and factually accurate. Any opinions you express will be your own and genuinely held.
5.4
In relation to our Website and your use of it, you will not:
a)
post anything that is deceptive or misleading in any way;
b)
post anything that violates any applicable law or breaches any contractual obligation you may have to any other person;
c)
post anything that either is, or promotes, Objectionable Content;
d)
solicit anyone else’s personal or Confidential Information except as may be required to conclude the sale of an item listed on the Website;
e)
conspire with others, or use scripts, to push a product or post content to the Website;
f)
post anything that infringes anyone else’s Intellectual Property Rights;
g)
knowingly introduce viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
h)
attempt to gain unauthorised access to our Website, its server, or any other computer or database connected to our Website; or
i)
do anything contrary to the Computer Misuse Act 1990.
5.5
We reserve the right to modify, edit, delete or refuse any User Content prior to or after publication on our Website at any time and for any reason whether it amounts to Objectionable Content or otherwise. We have no obligation to moderate any User Content.
5.6
We have the right to disclose any user’s identity to any third party who is claiming that any User Content posted or uploaded by you to our Website violates their Intellectual Property Rights or their right to privacy.
Delivery
6.1
The Seller shall make available the terms of delivery to the Bidder at the Bidders requested and or request of 9ds Ltd who may make available the terms of delivery to the Bidders.
6.2
The Buyer shall at his own expense collect or make arrangements for the delivery of the Goods at his own expense.
6.3
The Goods shall only be collected or delivered (as appropriate) when the Seller has received clear funds of the Purchase Price.
6.4
The Buyer shall collect or have the Goods delivered in accordance with the terms of the Seller.
7.
Payment
7.1
All Goods must be paid for in cleared funds in pounds sterling within 84 hours by agreement to the Seller as set out in the invoice for the vehicle.
7.2
In the event that payment is not received within 72 hours the Seller reserves the right to treat the bid as having lapsed and offer the Goods to other parties.
7.3
In the event that the Buyer fails to pay the purchase price in accordance with clause 7.1 the Buyer shall be liable for the full Purchase Price due to breach of contract.
7.4
You are responsible for complying with all legal requirements in relation to use and maintenance of the Goods.
7.5
The Seller and Buyer are responsible for obtaining all certificates, permits or other authorisations necessary before the Goods can be used on any road or elsewhere.
7.6
The Buyer shall be liable for any taxes arising with the supply of the Goods.
7.7
Full title shall pass to the buyer on receipt of invoice, and subsequent cleared funds.
8
relationship with other users
8.1
User Content is merely published by us without verification or endorsement. Any correspondence or transactions with other users relating to items listed for sale or tradeswap through the Website are between you and that other user.
8.2
You acknowledge that any dispute between you and other users arising out of any sale or transaction concluded through our Website through no fault of our own is a matter for you and the other user to resolve.
9
use of other users’ information
9.1
You will not disclose any other user’s contact details or User Content to any third party who is not a Registered User.
9.2
If you become aware at any point that any other user may not be a Registered User you agree to notify us as soon as possible after discovery.
10
our use of user content
By posting any User Content on our Website you grant us a royalty free, non-exclusive, non-transferable, irrevocable and world-wide licence to use Intellectual Property Rights in that User Content solely to the extent necessary to allow us to operate the Website, including displaying your name and logo in product search results or providing a link to pages on your website.
11
linking
11.1
You may link to our home page only, provided you do so in a way that is fair, legal and does not damage our reputation or take advantage of such.
11.2
You will not:
a)
establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
b)
establish a link to our Website in any website that is not owned by you; or
c)
frame our Website on any other site.
11.3
We reserve the right to withdraw the permission granted under clause 9.1 without notice.
11.4
Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.
12
subscription
12.1
By registering an Account with us, you agree to pay to us the Subscription Fee.
12.2
The Subscription Fee is payable by the Account Holder for each Account held.
12.3
The Subscription Fee will be taken from you through your nominated bank account via direct debit to be paid on the 5th of each month, unless this is a Saturday or Sunday then it is to be apid on the next Monday that falls after the 5th
12.4
All amounts payable by you to us for use of our Website will be exclusive of value added tax and you agree to pay to us the Subscription Fee in full and cleared funds, without deduction or set-off.
12.5
Non-payment of the subscription fee may result in the account being suspended
12.6
If you fail to pay any amount due from you to us under these terms, we may charge you an administration fee of £150 to re-establish the account after suspension
13
warranties and indemnities
13.1
You represent and warrant that you:
a)
are a body corporate, duly incorporated and validly existing;
b)
are of good standing and not trading wrongfully;
c)
carry on business in the motor or vehicle trade industries and hold all necessary permits, certificates and authorisations required for the activities you perform in doing so; and
d)
are able to pay your debts as they fall due.
13.2
We do not guarantee that our Website, or any User Content:
a)
will be free from errors or omissions;
b)
will be secure or free from bugs or viruses; or
c)
is accurate, reliable, complete or up-to-date.
You warrant to us that any such User Content in your control complies with the standards required by clause 5 and you will be liable to us, and will indemnify us, for any breach of that warranty.
13.3
Payment of the Subscription Fee or subscription of our Website does not guarantee any sales in any period.
14
Intellectual property
14.1
The domain name ww.9ds.co.uk including the database are the property of 9DS Limited.
14.2
Nothing in these terms will change the ownership of the Intellectual Property Rights of either party.
14.3
Additionally, you grant us a licence on the same terms as those in clause 8 to use your Intellectual Property Rights for the purposes of promoting our Website by means of referring to the fact of your subscription. In doing so, we will use reasonable efforts to ensure that we do not do anything that damages your goodwill or reputation.
14.4
You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use and you may draw the attention of others within your organisation to our content.
14.5
You will not:
a)
modify the paper or digital copies of any User Content that is not your own; or
b)
copy, reproduce, modify or download the Website whether in whole or in part.
15
term and termination
15.1
If you become a Registered User, these terms and the obligations contained in them will continue to apply for any use of our website even if access to our Website through your Account has been terminated, disabled or otherwise suspended.
15.2
In addition to the rights granted at clause 4.8, we may terminate this agreement at any time by deleting or disabling your Account for breach of these terms.
15.3
You have the right to terminate your subscription with us at any point on notice to us in writing. Any notice to cancel received by us part way through a subscription month will require you to pay the full Subscription Fee for the remainder of that current subscription month.
15.4
Additionally, we may terminate your subscription and your Account without refund of the Subscription Fee if:
a)
you fail to pay to us when due any amount payable and such amount remains unpaid no less than 14 days after the due date;
b)
our right to suspend your access under clause 4.8 becomes exercisable on more than two occasions in any 12 month period;
c)
you suspend or cease, or threaten to suspend or ease, carrying on all or a substantial part of your business
16
limitation of liability
16.1
All sales concluded through the Website are on the terms agreed between you and the other user. We accept no responsibility or liability for any:
a)
loss of profits, sales, business or revenue;
b)
business interruption;
c)
loss of anticipated savings;
d)
loss of business opportunity, goodwill or reputation; or
e)
any indirect or consequential loss or damage.
in each case which you may incur in connection with your use of the Website.
16.2
Nothing in these terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
16.3
To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
16.4
We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the:
a)
use of, or inability to use, our Website; or
b)
use of, or reliance placed upon any content displayed on our Website.
16.5
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
16.6
We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites and we will not be liable for any loss or damage that may arise from your use of them.
16.7
Our total aggregate liability under or in connection with the Agreement in relation to each Account Holder, whether for breach of contract or otherwise (including for any claim for tort (including negligence) and any claim for breach of warranty, representation or undertaking) shall, in relation to any event and all events preceding that event (taken together), be limited to the total amount of the Subscription Fee received in full in the prior 12 month period ending with the date of the breach.
17
data privacy
Each of you and us will comply with our respective obligations under the applicable Data Protection Laws in connection with these terms or use of our Website.
18
confidentiality
18.1
The confidentiality obligations of Registered Users as between themselves are set out in the relevant contracts of sale between them, or as otherwise arise by operation of law.
18.2
From time to time, either of you or us may be the Receiving Party or the Disclosing Party. During the time you are user of the Website, and for two years after the termination of your status as a Registered User, if you at any point become the Receiving Party, whether as a Registered User or otherwise, you will not disclose the Confidential Information in your possession or control without the prior written consent of the Disclosing Party or as otherwise required by law.
18.3
In addition to the restrictions contained in clause 16.2, and for the same period of time, no Receiving Party may use the Confidential Information for any purpose other than for exercising its rights or obligations under these terms or, if you are a Registered User, the relevant contract of sale.
18.4
The Receiving Party agrees to make all reasonable efforts to prevent the unauthorised use or disclosure of, or access to, the Confidential Information.
19
force majeure
We will not be liable for any failure to perform our obligations under these terms which is caused by any Force Majeure Event. We will inform you as soon as reasonably practicable of the occurrence of a Force Majeure Event and will use reasonable endeavours to perform our obligations to you notwithstanding that Force Majeure Event.
20
general
20.1
These terms and the other documents referred to in them constitute the entire agreement between you and us.
20.2
If any provision or part-provision of these terms become illegal, invalid or unenforceable such provision will be deemed modified to the minimum extent necessary to make it valid, legal or enforceable. If such modification is not possible, such provision will be deleted without affecting the enforceability, legality or validity of any other provision of these terms.
20.3
These terms are personal to you and you may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and/or obligations under these terms. A person who is not a party to these terms will have no right to enforce any provision of them.
20.4
Any notice given by you to us under or in connection with these terms or our Privacy Policy will be in writing to admin@9ds.co.uk or as otherwise directed. Any notice given by us to you shall be through email to the email address registered with the Account in the first instance.
20.5
These terms, our Privacy Policy and all matters arising from or connected with it are governed by English law and any dispute between you and us arising out of or in connection with these terms, including disputes relating to non-contractual obligations, will be subject to the exclusive jurisdiction of the English courts.
20.6
You have the right to contact us in relation to any queries you have in relation to these terms or our Privacy Policy. Please direct all queries to admin@9ds.co.uk in the first instance, or to our main trading address.