Mobility Trader - Click Dealer Scheme Terms & Conditions

To request a copy of the terms and conditions, please email: clickdealer@heycar.co.uk

THIS AGREEMENT, which includes the terms and conditions and schedules below, is a legal agreement between you ("you" or "Dealer") and Mobility Trader UK Limited (registered number 12016686) ("us" or "Mobility Trader") and is effective as of the date you are accepted to participate in the Mobility Trader Dealer Scheme as set out below.

BY SUBMITTING YOUR APPLICATION FORM FOR THE MOBILITY TRADER CLICK DEALER SCHEME YOU AGREE TO THESE TERMS WHICH WILL BIND YOU. THESE TERMS INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CLAUSE 8.

IF YOU DO NOT AGREE TO THE TERMS OF THE MOBILITY TRADER CLICK DEALER SCHEME, YOU MUST NOT SUBMIT AN APPLICATION AND YOU WILL NOT BENEFIT FROM THE SERVICES SET OUT BELOW.

YOU SHOULD PRINT A COPY OF THESE TERMS FOR FUTURE REFERENCE.

1. Definitions and interpretation

1. Definitions

In this agreement, the following words and terms have the following meanings:

"Business Day" means each day which is not a Saturday or Sunday or a bank or public holiday in England; 

"Call" means a phone call from a User to the Dealer using a trackable telephone number set up and maintained by Mobility Trader in order to connect Users and Dealers in relation to Listings;

"Click Dealer" means Click Dealer Limited a company registered in England and Wales with its registered office at: Winton House, Stoke Road, Stoke on Trent, Staffordshire, ST4 2RW and company number of 03900187;

"Click Dealer Platform" means the Dealer Management System operated by Click Dealer and made available to the Dealer pursuant to the arrangement between the Dealer and Click Dealer;

"Confidential Information" means all information (whether written, oral or in any other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of this agreement), including all information relating to that other's business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:

(a)is available to the public other than through breach of this agreement;

(b)is, when supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or

(c)is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others. 

Mobility Trader's Confidential Information includes the terms of this agreement and the Lead Data;

"ContractMonth" each monthly period calculated from the Effective Date;

"Conversion Rate" means the rate at which Mobility Trader leads convert to a sale for the Dealer;

"Data Protection Legislation" means all applicable legislation for the time being in force pertaining to data protection, data privacy, data retention and/or data security (including the General Data Protection Regulation (Regulation 2016/679) ("GDPR") and the Privacy and Electronic Communication Directive (Directive 2002/58/EC) and national legislation implementing or supplementing such legislation in the United Kingdom (including the Data Protection Act 2018) and any applicable member state of the European Union) and all associated codes of practice and other guidance issued by any applicable data protection authority;

"Dealer Marks" means the trade marks, logos and branding owned by or licensed to the Dealer;

"Dealer Network" means the network of vehicle dealers who advertise Vehicles through the Mobility Trader Network as operated by or on behalf of Mobility Trader from time to time;

"Dealership Location" means the dealership branch or other location from which Vehicles are made available for sale by or on behalf of the Dealer;

"Enquiry" means any written enquiry submitted by a User to a Dealer through the applicable contact form functionality on the Mobility Trader Network in relation to a Vehicle;

"Fees" has the meaning set out in Schedule 1;

"Group Member" means at the relevant time, in relation to any entity, an entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with that entity, where "control" means holding, directly or indirectly, a majority of the voting rights in it, or the power to direct or cause the direction of its management, policies or operations, whether through holding of voting rights, by contract or otherwise;

"Mobility Trader Network" means the network of online platforms through which Mobility Trader promotes Listings including, without limitation, and the Third Party Platforms;

"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);

"Invalid Lead"means any Call or Enquiry directly or indirectly generated through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, robots, macro programs, click spam or the offer of incentives);

"Lead Data" means any data relating to a User who makes a Call or submits an Enquiry;

"Lead"means a Call or an Enquiry which is not an Invalid Lead;

"Listing" means an advertisement on the Mobility Trader Network which displays the Vehicle, the Vehicle Price and Vehicle Details and allows Users to contact the Dealer in relation to such Vehicle through Calls and/or Enquiries;

"Third Party Platforms" means the network of online platforms owned and operated by third parties through which Mobility Trader promotes vehicles from time to time; 

"Usage Purpose" has the meaning set out in clause 7.3;

"User"means any user of the Mobility Trader Network; 

"Vehicle Details" means the required details of each vehicle promoted through the Mobility Trader Network, including Vehicle Price, images of the Vehicle, age and mileage, VIN and registration number of the Vehicle, and such other information as Mobility Trader might request from time to time;

"Vehicle Price" means the advertised sale price of the Vehicle as set by the Dealer using the Click Dealer Platform; and 

"Vehicle" means a vehicle which the Dealer provides Mobility Trader with the Vehicle Details of for the purpose of advertising it for sale through the Mobility Trader Network.

2. Interpretation

In this agreement (including the introduction and schedules) unless the context otherwise requires:

1. reference to a person includes a legal person (such as a limited company) as well as a natural person;

2. clause headings are for convenience only and shall not affect the construction of this agreement;

3. reference to "including" or any similar terms in this agreement shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and

4. reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.

2. Dealer network and services

1. By submitting an application form for the Mobility Trader Click Dealer scheme ("Application") the Dealer requests to be a member of the Dealer Network during the term of this agreement and subject to its terms. Mobility Trader may accept or reject any such Application at its sole discretion. The agreement shall be effective from the date which Mobility Trader confirms acceptance of the Dealer's Application in writing ("Effective Date").

2. The Dealer acknowledges and agrees that following the Effective Date, Click Dealer will provide Mobility Trader with the Vehicle Details uploaded by the Dealer to the Click Dealer Platform from time to time.  

3. Subject to clause 2.4, Mobility Trader shall: 

1. market and promote the Vehicles and endeavour to refer potential customers to the Dealer by making Listings available in relation to such Vehicles via certain websites within the Mobility Trader Network; and

2. pass any Enquiries relating to Dealer Vehicles to the Dealer via the Click Dealer Platform;

3.  (together the "Services").

4. Mobility Trader may add additional services to its offering from time to time, subject to such additional terms and conditions as are applicable to such services.

5. The Dealer acknowledges and accepts that:

1. whether to promote any Vehicle through the Mobility Trader Network is at Mobility Trader's absolute discretion and Mobility Trader reserves the right to refuse or cease to display any Listing at any time;

2. Mobility Trader may verify and/or supplement the Vehicle Details included in any Listing including, without limitation, through conducting its own Hire Purchase Investigation and other checks in relation to the Vehicles; and

3. the Dealer is free to set the Vehicle Price and Mobility Trader shall have no responsibility for any inaccuracies or errors in the Vehicle Price displayed as part of any Listing.

6. If either party becomes aware of any errors or inaccuracies in any Listing, it shall promptly inform the other and the parties shall work together in good faith to correct any such Listing as quickly as reasonably possible. 

7. The Dealer shall promptly notify Mobility Trader from time to time of any dispute with or complaint received from a User in relation to any Vehicle or Listing and the parties shall work together in good faith to resolve such disputes or complaints to all parties' satisfaction as quickly as reasonably possible.

3. Dealer duties

1. During the term of this agreement, the Dealer shall:

1. if any Vehicle is sold or otherwise ceases to be available for purchase by Users, ensure that such Vehicle is promptly removed from the Click Dealer Platform;

2. comply with the terms of all customer warranties applicable to Vehicles sold to Users following Leads; and

3. seek to resolve as quickly and efficiently as possible any concerns or complaints raised by the User in respect of the Vehicle it has purchased.

2. Except with Mobility Trader's express prior written consent, the Dealer shall not issue any other advertising, marketing or promotional material, in any medium, in respect of Mobility Trader or the Mobility Trader Network.

3. The Dealer shall not act nor describe itself as, nor hold itself out as being, a subsidiary, franchisee, partner, agent or representative of Mobility Trader or any of its Group Members or otherwise associated with Mobility Trader or any of its Group Members except as a member of the Dealer Network. The Dealer shall not make or give any representation, warranty, condition or guarantee, enter into any agreement or contract, incur any liability or do any other act in the name, or on behalf of, Mobility Trader or any of its Group Members and shall not in any way pledge the credit of Mobility Trader or any of its Group Members and shall not permit any Dealer Personnel to do any of the foregoing.

4. The Dealer shall not:

1. and shall procure that every person it employs or retains (including, without limitation, employees, workers, contractors and agents and/or those of any authorised sub-contractors) does not, do or say anything that, in Mobility Trader's reasonable opinion, harms or may harm Mobility Trader's name, reputation or business;

2. use the Mobility Trader Network to:

1. upload, store, post, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited as set out in any acceptable use policy published online through the Service, as updated by Mobility Trader from time to time;

2. impersonate any person or entity or otherwise misrepresent the Dealer's relationship with any person or entity;

3. engage in any fraudulent activity or further any fraudulent purpose;

4. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the government of the United Kingdom or any foreign government as a foreign terrorist organisation;

5. collect or store unauthorised personal data in relation to any individual;

6. transmit or distribute any unsolicited or unauthorised advertising, marketing or promotional material or other form of solicitation (spam); and/or

7. transmit or distribute any virus and/or other code that has contaminating or destructive elements,

and shall not permit any third party to do any of the foregoing.

5. The Dealer shall, upon request, provide Mobility Trader with such information, documentation and cooperation as Mobility Trader may reasonably require for the purposes of verifying the Dealer's compliance with the terms of this agreement.

6. Mobility Trader may conduct sanctions, PEP and other compliance checks against the Dealer from time to time and Dealer shall provide such information and assistance as Mobility Trader may reasonably request to enable it to conduct such checks 

4. Fees, invoicing and payment

1. Mobility Trader shall invoice the Dealer and the Dealer shall pay the Fees in accordance with Schedule 1. 

2. Unless otherwise agreed in writing between the parties, the Dealer shall pay each invoice within 30 days of the date on which the Dealer receives it.

3. Unless otherwise expressly provided in this agreement, all amounts referred to in this agreement are exclusive of value added tax ("VAT") or other applicable sales tax which, where chargeable by Mobility Trader, shall be payable by the Dealer at the rate and in the manner prescribed by law. They are also exclusive of any other applicable taxes, duties, imposts, levies and governmental charges of any kind (except for taxes exclusively attributable to Mobility Trader's income), which the Dealer shall be additionally liable to pay to Mobility Trader.

4. Without prejudice to any other right or remedy that it may have, if the Dealer fails to pay Mobility Trader any undisputed sum due under this agreement on the date when it becomes due ("Due Date") Mobility Trader may:

1. charge interest on all sums outstanding beyond the Due Date of any undisputed invoice.  Such interest shall be charged from the Due Date until the date of payment (including after any judgment has been obtained) at the rate of 4% per annum above the base lending rate of the Bank of England for the time being; and/or

2. suspend all or part of the Services until payment has been made in full.

5. Mobility Trader may amend the Fees at any time by giving the Dealer not less than 90 days' written notice provided that in such case the Dealer may terminate this agreement by giving Mobility Trader not less than 30 days' written notice prior to any such change coming into effect. 

5. Warranties and indemnities

1. Each party represents and warrants that: 

1. it has all rights, licences and consents which it requires to enter into and perform its obligations under this agreement; and

2. it shall at all times comply with applicable laws in the exercise of its rights and performance of its obligations pursuant to this agreement.

2. Without prejudice to the generality of the foregoing, the Dealer represents and warrants that:

1. it has all necessary rights, licences and consents required to:

1. provide the Vehicle Details to Mobility Trader and for the Vehicles to be advertised for sale via the Mobility Trader Network in accordance with this agreement;

2. sell the Vehicle to any User; and

2. all Vehicle Details it provides pursuant to this agreement shall be accurate, up to date and not misleading.

3. Except as expressly set out in this agreement and subject only to clause 8.1, no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Mobility Trader Network or to anything supplied or provided by Mobility Trader under this agreement. 

4. The Dealer shall indemnify and keep Mobility Trader indemnified against all loss or damage that Mobility Trader incurs or suffers however arising as a result of or in connection with; 

1. any claim made by any third party arising out of or in connection with the Dealer's breach of clauses 3.1, 5.1 and/or 5.3; and/or

2. any breach of clause 10,

5. Mobility Trader shall indemnify and keep the Dealer indemnified against all loss or damage that the Dealer incurs or suffers however arising as a result of or in connection with:

1. any breach of clause 10; and/or

2. any claim made by any third party arising out of or in connection with Mobility Trader's breach of clause 5.1. 

6. For the purposes of the indemnities under clauses 5.4 and 5.5 each party (the "Indemnified Party") agrees that:

1. it shall notify the other party (the "Indemnifying Party") in writing as soon as reasonably practicable of any claim under clauses 5.4 and 5.5 of which it has notice (an "Indemnified Claim");

2. it shall not admit any liability or agree to any settlement or compromise of an Indemnified Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed;

3. the Indemnifying Party shall, at any time from notification in accordance with clause 5.6(a), at the Indemnifying Party's request, cost and expense, be entitled to assume exclusive conduct of the Indemnified Claim (which shall include the right to conduct any proceedings or action in relation to, negotiate the settlement of, and to conduct all discussions and dispute resolution efforts in connection with the Indemnified Claim, provided that no settlement of a claim which would or might affect any rights of the Indemnified Party, or involve any admission of fault or liability on the part of the Indemnified Party, shall be entered into without the Indemnified Party's prior written consent); and 

4. it shall, at the Indemnifying Party's request, cost and expense give the Indemnifying Party all reasonable assistance in connection with the conduct of the Indemnified Claim.

6. Intellectual Property Rights

1. Save as expressly set out herein, nothing in this agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.

2. Mobility Trader and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in Mobility Trader's brands, trade marks and logos, the Mobility Trader Network and the Lead Data. Except as expressly permitted by this agreement, the Dealer may not use any of Mobility Trader's Intellectual Property Rights without Mobility Trader's prior written consent.

3. Mobility Trader hereby grants to the Dealer a fully paid-up, non-exclusive, worldwide, royalty-free licence to use the Lead Data solely for the purpose of communicating with relevant User in order to sell the specific Vehicle in relation to which the User has submitted a Lead to such User (the "Usage Purpose").

4. The Dealer hereby grants to Mobility Trader a fully paid-up, non-exclusive, perpetual, sub-licensable, worldwide, royalty-free licence to use and display the Dealer Mark and Vehicle Details for the purpose of providing the Services in accordance with the terms of this agreement. 

5. The Dealer shall promptly bring to the attention of Mobility Trader any improper or wrongful use of any Intellectual Property Rights of Mobility Trader which comes to the Dealer's notice. The Dealer shall assist Mobility Trader in taking all steps to defend Mobility Trader's Intellectual Property Rights, but not institute legal proceedings of its own accord.

7. Exclusions and limitations

1. Nothing in this agreement limits or excludes either party's liability:

1. for death or personal injury caused by its negligence;

2. for fraudulent misrepresentation or for any other fraudulent act or omission;

3. to pay sums properly due and owing to the other in the normal course of performance of this agreement; or

4. for any other liability which may not lawfully be excluded or limited.

2. Subject to clause 8.1, Mobility Trader shall not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any: 

1. loss of profit; 

2. loss of sales, turnover, revenue or business; 

3. loss of customers, contracts or opportunity; 

4. loss of or damage to reputation or goodwill; 

5. loss of anticipated savings; 

6. loss of any software or data; 

7. loss of use of hardware, software or data; 

8. loss or waste of management or other staff time; or 

9. indirect, consequential or special loss; arising out of or relating to this agreement.

3. Subject to clauses 8.1 and 8.2, each party's total liability arising out of or relating to this agreement or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in respect of each 12-month period calculated from the Effective Date (each a "Contract Year"), to the greater of: 

1. the total of all amounts paid or payable by the Dealer under this agreement during such Contract Year; and 

2. £1,000.

8. Confidentiality

1. Subject to clause 9.2, each party shall:

1. keep confidential all Confidential Information of the other party which it receives in connection with this agreement;

2. apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;

3. only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, this agreement;

4. not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors  on a 'need to know' basis as strictly required for the purposes of this agreement and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 9); and

5. promptly, upon request and, in any event, upon termination of this agreement (for whatever reason), at the other party's election, return to the other party or destroy all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.

2. Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).

9. Data protection

1. Each party shall:

1. at all times during the term of this agreement, comply with the Data Protection Legislation; and

2. to the extent applicable under the Data Protection Legislation, obtain and maintain all appropriate registrations and consents and provide all notices required in order to allow that party to perform its obligations under this agreement.

2. In this clause 10, the terms "personal data" and "process" shall have the meanings given in the applicable Data Protection Legislation and "shared personal data" shall mean personal data owned or collected by Mobility Trader and shared with the Dealer. 

3. Each party warrants that in relation to any shared personal data:

1. it has in place, and will maintain in place for the term of this agreement, all appropriate technical and organisational security measures to protect personal data from loss, misuse, unauthorised disclosure, alteration or destruction;

2. it has appropriate internal procedures in place to identify, correct and update any shared personal data which may be inaccurate;

3. it will ensure that its personnel are appropriately trained to handle and process the shared personal data in accordance with the Data Protection Legislation and that the level, content and regularity of such training shall be proportionate to the personnel's role, responsibility and frequency with respect to their handling and processing of the shared personal data;

4. without undue delay, and in any event within 24 hours of becoming aware, notify the other party of any data breach involving any shared personal data, and provide all material information pertaining to the breach and reasonably co-operate with Mobility Trader the other party's handling of the matter, including:

1. assisting with any investigation;

2. providing the other party with access to facilities or operations;

3. facilitating interviews with personnel, former personnel and others involved in the matter; and

4. making available all relevant records, logs, files, data reporting and other materials 

in each case as reasonably required to comply with the Data Protection Legislation; and

5. it will provide timely cooperation and assistance to the other party in ensuring compliance with the other party's obligations to respond to any complaint or request from any applicable data protection authority or any subject access request under any Data Protection Legislation, including by promptly notifying the other party of each subject access request it receives.

4. The Dealer warrants that it shall only use any shared personal data included in the Lead Data for the Usage Purpose and shall retain any such personal data only for as long as it is reasonably required for the Usage Purpose. Without prejudice to the generality of the foregoing, the Dealer shall not use the Lead Data for any other marketing, promotion or other purposes.

10. Term and termination

1. This agreement shall commence on the Effective Date and shall, unless sooner terminated in accordance with its terms, continue in force until terminated by either party giving the other not less than 30 days' written notice to that effect.

2. The Dealer shall immediately notify Mobility Trader if the Dealer's access to the Click Dealer Platform is suspended or terminated for any reason. In the event that Dealer's access to the Click Dealer Platform is suspended, Mobility Trader may suspend the provision of the Services or terminate this agreement immediately on written notice. In the event that Dealer's access to the Click Dealer Platform is terminated, this agreement shall terminate automatically with immediate effect.

3. Either party may terminate this agreement by giving the  other written notice if:

1. the other materially breaches any term of this agreement and it is not possible to remedy that breach;

2. the other materially breaches any term of this agreement (which, in the case of the Dealer, shall include non-payment of any invoiced amount that is properly due and owing) and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so; or

3. (to the extent permitted by applicable law) the other becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed,  or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so; or

4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

11. Consequences of termination

1. Upon termination of this agreement for any reason:

1. Mobility Trader shall promptly discontinue all use of the Vehicle Details and remove all Listings from the Mobility Trader Network; and 

2. the Dealer shall have no claim against the Mobility Trader, as a result of the termination, in accordance with its terms, of this agreement, for compensation of any kind, including, without limitation, for loss of agency rights, loss of opportunity or goodwill or any similar loss.

2. The termination of this agreement for any reason will not affect:

1. any accrued rights or liabilities which either party may have by the time termination takes effect; or

2. the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after the termination. Without prejudice to the foregoing, clauses 1, 2.5(c), 4, 5.4, 5.5, 5.6, 8, 9, 12 and 14 shall survive termination of this agreement.

12. Force majeure

Neither party will be liable to the other for any failure or delay in performing its obligations under this agreement which arises because of any circumstances which it cannot reasonably be expected to control (which shall include Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, pandemic, epidemic, outbreak of disease or other global or national public health emergency (and the effects of any associated lockdown or social distancing measures), strikes, lock-outs or other industrial actions or trade disputes (whether involving personnel of Mobility Trader or a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery or breakdown in machinery, or interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing, provided that it:

1. notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;

2. uses reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; and

3. uses reasonable efforts to resume performance as soon as reasonably practicable.

13. General

1. The Dealer may not sub-license or assign, sub-contract or delegate any or all of its rights or obligations under this agreement without the prior written consent of Mobility Trader. If Mobility Trader consents to the Dealer sub-contracting performance of its obligations, the Dealer will remain liable for performance of the relevant obligations and shall procure that the sub-contractor complies with all relevant provisions of this agreement applying to performance of the obligations concerned.

2. All notices and consents relating to this agreement (but excluding any proceedings or other documents in any legal action) must be in writing. Notices must be sent to the address of the recipient set out in the Front Sheet or otherwise notified by the relevant party in accordance with this agreement. Notices shall be sent by hand, by first class recorded delivery or registered post or other form of certified or registered mail (and sent by air mail if posted to or from a place outside the United Kingdom), and shall be treated as having been delivered:

1. if sent by hand, when delivered; and

2. if sent by certified or registered mail, two days after the date of posting (or, if sent by air mail, seven days after the date of posting).

3. Unless the parties expressly agree otherwise in writing, if a party:

1. fails to exercise or delays exercising or only exercises partially any right or remedy provided under this agreement or by law; or

2. agrees not to exercise or to delay exercising any right or remedy provided under this agreement or by law;

then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy.

4. If any provision of this agreement is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of this agreement or this agreement as a whole. If any provision of this agreement is so found to be ineffective or unenforceable but would be effective or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it effective and enforceable.

5. All variations to this agreement must be agreed between the parties in writing before they take effect.

6. Nothing in this agreement shall or is intended to create a partnership or joint venture between the parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party.  Neither party may act as if it were, or represent (expressly or by implying it) that it is, an agent of the other or has such authority.

7. A person who is not a party to this agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

8. It is a condition of this agreement that in the exercise of its rights or the performance of its obligations under this agreement, each party shall at all times ensure that it complies with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act.

9. This agreement sets out all of the terms that have been agreed between the parties in relation to the subjects covered by it, and supersedes all previous agreements between the parties relating to such subjects.  Provided always that nothing in this clause 14.9 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of this agreement and each party acknowledges that it has not been influenced to enter this agreement by, and shall have no rights or remedies (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded in this agreement.

10. Subject to clause 14.12, any dispute or difference between the parties arising out of or in connection with this agreement, its interpretation or subject-matter ("Dispute") shall be referred to the Chief Executive Officer (or equivalent officer) of each party. If any such Dispute remains unresolved for a period in excess of 14 days from the date it was referred to the latter representatives (or such other period as the parties may agree), it will be resolved in accordance with clauses 14.11 and 14.13.

11. Subject to clause 14.12, any Dispute which remains unresolved following the exhaustion of the procedure set out in clause 14.10 shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration ("LCIA"), which rules are deemed to be incorporated by reference into this agreement. The number of arbitrators shall be one, unless the LCIA determines that, in view of all the circumstances of the case, a three-member tribunal is appropriate. The place and seat of arbitration shall be London, England. The language to be used in the arbitration proceedings shall be English. The decision of the arbitrator shall be final and binding upon the parties. Any reference under this clause 14.11 shall be deemed to be a reference to arbitration within the meaning of the Arbitration Act 1996.

12. Nothing in this agreement shall prevent any party, in cases in which interim, injunctive or declaratory relief is required, or where the right to issue proceedings would be prejudiced by the impending expiration of any applicable limitation period, from commencing proceedings and pursuing claims before a court of competent jurisdiction.

13. This agreement is governed by English law. Subject to clause 14.11, the parties submit to the exclusive jurisdiction of the English courts in relation to any Dispute , but the Supplier is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights and/or Confidential Information.
    

Schedule 1

Pricing

1. The Dealer shall, in accordance with paragraph 12 below, pay Mobility Trader the CPL as set out above or otherwise agreed between the parties in writing for each Lead generated (the "Fees").

2. Mobility Trader shall, on a monthly basis, calculate the aggregate amount of all Fees due to Mobility Trader for the preceding Contract Month, and provide the Dealer with an invoice for such amount.