1.1 AutoCherish 11 Marshalls Drive, Romford. RM1 4JR England (AutoCherish) operates a virtual marketplace for various products and services (products) joining sellers and buyers on the Internet under the address www.autocherish.com and sub-domains (website). AutoCherish offers their customers (subscribers) web space on their website for their product advertisements (ads, advertisements) to sell products to interested third parties (users). This Agreement may be modified at any time, and any such modification shall be effective immediately upon posting of the modified agreement. By your access and use of the website you agree to regularly review this Agreement and shall be conclusively bound by any such future modifications. Your attention is particularly drawn to Clause 11 (Liability).
1.2 These Terms and Conditions, as well as the documents referenced herein apply to the contractual relationship between AutoCherish and its subscriber's as well as to the use of the website by users and to services that AutoCherish provides.
1.3 The Website is a virtual market place operated by AutoCherish for its subscribers to place advertisements of Products. The Website does not provide means for the conclusion of contracts between the subscribers and the users. AutoCherish is bound neither as broker nor agent nor party nor representative of a party in the relationship between the subscriber and the user. Contracts that are initiated as a result of an advertisement placed on the website will be concluded and fulfilled without any involvement of or by AutoCherish.
1.4 The information and data on this website should be treated as a guide only and should not to be relied upon as advice on which to base any decision to take or refrain from taking any decision. We cannot be held responsible for inaccurate advertisements, information or data. If you have concerns about the accuracy of any advertisement, information or data, please let us know and we will correct it as quickly as possible. If you have concerns about the effects of any transaction you have or might have entered into with an advertiser on this website please seek professional legal advice. We recommend that you always obtain proper dated receipts with addresses, proof of identification and serial numbers where applicable.
1.5 These conditions shall be interpreted, construed and enforced in all respects in accordance with English law and you and we each irrevocably agree to submit to the exclusive jurisdiction of the English Courts in respect of any dispute or claim arising out of or in connection with these conditions.
1.6 If any provision of these conditions is unlawful, void or unenforceable then that provision shall be deemed deleted and its deletion shall not affect the validity and enforceability of the remaining provisions
1.7 No failure by us to exercise any of our rights under these conditions shall operate as a waiver of our rights.
1.8 The contract formed on these conditions between you and us is for the sole benefit of you and us and is not intended to confer any benefit upon any third party whether under the Contract (Rights of Third Parties) Act 1999 or otherwise and no third party shall have any right to enforce it.
1.9 Your rights under these conditions are personal to you and us and you shall not assign or transfer them. We shall be able to assign or transfer our rights under these conditions at will.
2.1 Natural as well as legal entities may subscribe to the services of AutoCherish. Legal entities must register as dealers (dealers). Dealers are a sub-category of subscribers. Subscribers which are not dealers are referred to as private subscribers. AutoCherish may allow exceptions regarding the qualification of a legal entity as a dealer upon request. AutoCherish may create further subscriber categories.
2.2 The contract between AutoCherish and the subscriber for the use of the subscriber area enters into force as soon as (i) the subscriber has submitted to AutoCherish either a signed contract or, to the extent that AutoCherish offers this option on its website, has submitted a corresponding electronic registration form offering to conclude a contract and (ii) AutoCherish has accepted this offer by providing access to the website. AutoCherish will exercise its own discretion in accepting or rejecting an offer.
2.3 AutoCherish provides a web template for the subscriber to create a subscriber profile. The subscriber profile must be completed in full. The information submitted by the subscriber will be prepared by AutoCherish for release on the website and the layout will be adapted to the requirements of the Internet as well to the look and feel of the website. For security purposes, only the Town/City, County/State and telephone number (if authorised by you when completing your profile) will be published on adverts.
2.4 The subscriber must ensure that all information used in creating the subscriber profile (e.g., texts, logos, images) is accurate and stays up-to-date over time.
2.5 Registered Dealers are able to select the Advertising Package which is most appropriate for their needs which may include a specific number of advertisements per month as well as specific services, which are included in the subscription fee. The subscription fee is a flat fee. No subscription fee will be credited or refunded if the dealer does not exhaust the number of advertisements per month. As soon as the dealer has exhausted the number of advertisements per month, no more advertisements can be placed. If the dealer would like to to alter his advertising package (upgrade) he can request it through the website, in writing or by e-mail. The services will then be continued according to the terms of the upgraded Advertising Package for the remaining time period of the agreement, as well as for the renewal periods. Any additional fees due will be calculated as the difference between the original subscription fee and the newly selected Advertising Package for the remainder of the contract period and any extensions. If the dealer would like to downgrade his Advertisng Package, then he has to inform AutoCherish at the latest 10 days before the termination of his current dealer package in writing or by e-mail. Advertising Packages can only be downgraded on renewal.
2.6 Private subscribers may book single adverts or blocks of adverts which can be used over a 12 month period. No subscription fee will be credited or refunded if a block of adverts is purchased and the subscriber does not exhaust his available advertisements. They may freely choose from the available options, the Advertising Package which best suits.
2.7 Where a subscribers advertising package has expired, the account and all advertisements related to it will be deleted.
3. SUBSCRIBER ACCOUNT
3.1 Subscribers are granted access to a restricted area on the website. The restricted area (Login) is only accessible by exclusive means of authentication. In the subscriber area, special functions are available to upload and edit ads.
3.2 The subscriber will receive a password and user name as means of authentication for access to the subscriber’s area in order to place, modify or delete advertisements.
3.3 Private subscriber accounts may not be transferred to, or used by, third parties. Dealer accounts may not be transferred to third parties either; however they may be used by multiple employees.
3.4 User Name and Passwords must be kept confidential at all times. If you suspect your account has been compromised by a third party, then you must change your password immediately. AutoCherish will assume, that any access to your subscriber account area will have originated from you. The subscriber is personally wholly responsible for the use of his/her subscriber account by third parties.
4.1 All Adverts must be legal, decent, honest and truthful, and comply with the British Code of Advertising Practice (in force from time to time), all other relevant advertising (or other) legislation, and our Guidelines for Advertisements.
4.2 You confirm that you have all relevant consents licences and approvals to publish the Advert and that such publication shall not breach of any third party intellectual property or other rights.
4.3 You confirm that you have the right to sell the goods and that they comply with UK & European Legislation where appropriate and in particular that they are EC marked where necessary.
4.4 We have absolute discretion: to publish or not publish the Advert on the website; to amend or edit the Advert prior to publication; and to remove the Advert from the website.
4.5 We will co-operate with any authorised legal or regulatory body in its investigation of any activity which is in breach of this Clause.
5. PRICES AND PAYMENT TERMS
5.1 The prices for most services provided by AutoCherish (fees) are published in the subscriber account area (login to access) of the the website and will vary dependent on your status (private or dealer) the category and package chosen.
5.2 All advertising packages require pre-payment which is non-refundable save for where we are demonstrably unable to deliver the service purchased, for example, there are unsolvable technical reasons as to why subscribers are unable to upload their advertisements.
5.3 Payments are to be made by debit/credit card or Paypal. If a rolling package is selected (monthly or annual) payment will be taken automatically on the due date unless cancelled in writing at least 10 days prior to it's renewal.
6. EXPLICITLY PROHIBITED
6.1 Any actions by the subscriber or user that could have a negative effect on the regular and proper operation of the website are prohibited. The subscriber/user must refrain from any actions that could excessively burden the website’s technical infrastructure. In addition, it is expressly prohibited to create or send any viruses, worms, Trojan horses or other files which disrupt the use of the website or of any connected network, software or hardware.
6.2 The use of robots, crawlers and the like to copy the content of the website is prohibited. AutoCherish may order the subscriber/user to delete all data which is collected by such means. Claims by AutoCherish for damage compensation are reserved.
6.3 Engage in any activity which is unlawful (including but not limited to defamation, invasion of privacy, harassment, obscenity, the transmission of pornography or blasphemous or racist material). We will co-operate with any authorised legal or regulatory body in its investigation of any activity which is in breach of this Clause.
7. LINKS TO AND FROM THIS WEBSITE
7.1 The website may contain hypertext links to web sites operated by third parties. We do not have control of such web sites and you therefore acknowledge that we have no responsibility or liability for their content.
7.2 You may establish a hypertext link to the homepage of AutoCherish or to a specific advertisement provided that there is no implicit endorsement or recommendation of you, your web site or your services thereby created. Any other linking to AutoCherish is prohibited without our prior written consent.
8. INTELLECTUAL PROPERTY
8.1 The subscriber must ensure that all necessary information for creating his subscriber profile (e.g., texts, logos, images) do not infringe third-party rights. In particular, it is prohibited to neither use copyrighted third party material (e.g., pictures or product descriptions) from the Internet which the subscriber did not create on his own or has not been granted a license for.
8.2 The subscriber herewith grants AutoCherish a non-exclusive, perpetual, irrevocable, royalty-free right to publish, reproduce, edit, disseminate, create derivate works of and sublicense the content transferred to AutoCherish both online and offline. This license includes especially the right to use the content for advertisement and marketing purposes. AutoCherish is entitled to integrate the subscriber’s advertisements into other print and online media as well as into software applications, e-mails or marketing campaigns.
8.3 All rights to intellectual property (copyrights, trademarks, and other protected rights) with respect to layout, information, elements, and content on the website, with the exception of content provided by the subscriber, are owned by AutoCherish or are subject to license agreements. All rights remain with AutoCherish and/or the original rights holder. The publication, reproduction, transmission, editing and/or linking of the layout, information, elements and contents of the website for any public and/or commercial purpose of any form requires the prior written consent of AutoCherish.
8.4 The publication of the subscriber’s own advertisements in social networks (e.g., Facebook) or on websites which are operated by the subscriber himself (such as blogs) is permitted. In such cases, a link to the original advertisement on the AutoCherish website has to be set.
9. TERMINATION FOR CAUSE
9.1 AutoCherish may terminate the agreement if subscriber materially breaches the agreement, such as, but not limited to, violations of these Terms by the subscriber (including the terms of payment or wrong or incomplete declarations in the subscriber’s profile), violation of rights of other subscribers or users, or third parties, actions that harm the image of AutoCherish, or a change in the legal or technical standards in the Internet that make it unreasonable for AutoCherish to continue to provide Services either wholly or in part.
9.2 The subscriber cannot derive any claims against AutoCherish in connection with a termination for cause by AutoCherish; the fees are non-refundable.
9.3 The subscriber is prohibited from re-subscribing to the platform without written consent by AutoCherish.
10.1 Subscribers agree that they are responsible for all complaints, legal actions or threatened legal actions relating to an Advert and agree to keep us indemnified from all costs, damages and other losses howsoever arising from the publication of any Advert on the website (excluding those losses arising exclusively from editorial changes made by us on your Advert) including without limitation any costs incurred by us in enforcing our rights under these conditions.
10.2 Subscribers agree to further indemnify us against any losses we suffer as a result of your sending us material containing viruses or other files which cause damage or corruption to the website or to our IT systems
11.1 Although every care is taken in the preparation of the website, subscribers and users acknowledge that it is not technically possible to run the website free of all faults, and we give no warranties as to the continued operation of the website and accept no liability for any time the website is not operational due to faults or maintenance. We give no warranty that any downloads will be free of viruses.
11.2 Subscribers and users acknowledge that the content of the website is supplied to us by third parties who bear the responsibility for its accuracy and consequently we accept no liability for adverts on the website being or becoming out-of-date, containing errors or omissions, or otherwise being factually inaccurate or misleading in any way; or for any matters arising from circumstances beyond our reasonable control (including but not limited to power cuts, acts of God, civil disturbance, terrorism, or government or parliamentary restrictions or prohibitions).
11.3 We shall not be liable in contract, in tort or otherwise for any loss of profits, business, revenue, opportunity, goodwill or anticipated savings nor for any indirect, consequential or economic loss whatsoever arising in connection with these conditions or your use of the website.
11.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law excluded, save that nothing in these conditions excludes or limits liability for our fraud or death or personal injury caused by our negligence. Without limitation to the foregoing we give no warranties or representations as to the completeness of the information on the website; the ownership, quality, authenticity, compliance with description or fitness for purpose of any goods or services advertised; and the completeness of the results of any search of the website.
11.5 Notwithstanding the provisions in these Terms purporting to exclude or limit our liability we are found liable to you, then our total liability to you in contract, tort or otherwise arising in connection with these conditions shall be limited to the total of such fees paid or payable by you to us under these conditions.
11.6 Third party translation software is embedded on some of our web pages and is offered as a quick and easy way to read text in your native language. subscribers and users must use their best judgement as to its accuracy. No liability whatsoever is accepted for any errors in translation.
11.7 The material on the website is designed to comply with English law and we cannot be held responsible for any non-compliance with applicable local laws in any other jurisdiction