Carzone.ie (the "Website") is operated by Webzone Limited, t/a Carzone ("Carzone", "we", "us" and "our") a subsidiary of Motion Group (part of Mediahuis Ireland). We are incorporated in Ireland under company number 276836 with a registered office at Independent House, 27-32 Talbot St, Dublin 1 and with VAT number IE 827 6836 S
YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE LIABILITY PROVISIONS AT CLAUSE 11.
1.1 These terms and conditions (the "Terms") govern access to and use of the Website by advertisers who have entered into a Digital Services Agreement with Carzone (“Trade Advertiser ”, “you ” or “ your ”), including the placing of advertisements for the sale of vehicles on the Website (each an “ Advertisement ”). In these Terms, “ Services ” means the services provided by Carzone to a Trade Advertiser pursuant to a Digital Services Agreement. The Digital Services Agreement shall incorporate these Terms (together, the “ Agreement ”). When you access and/or use the Website our Website Terms and Conditions apply.
1.2 By registering for a Trade Advertiser account on the Website you agree to be bound by the Agreement. The Agreement is important and protects you and us. Please take the time to read these Terms carefully. If you have any questions about the Agreement please email us at [email protected]
1.3 Carzone may make changes to these Terms from time to time and may do so for a variety of reasons including to reflect changes in or requirements of applicable law, new features or changes in business practices. We will give you at least 15 days’ advance written notice of any proposed changes to these Terms. During this notice period, you have the right to terminate the Agreement if you do not agree with our proposed changes. If, during the notice period, you continue to use the Services, including by submitting Advertisements to the Website, you will be considered to have waived this right to terminate. Carzone is not required to give you advance notice of changes to these Terms where: (i) we are subject to a legal or regulatory obligation which requires us to change the Terms in a manner that does not allow us to provide such notice; or (ii) where we have to change the Terms to address an unforeseen and imminent danger related to defending our services and/or users from cybersecurity risks.
2.1 The Trade Advertiser shall protect the Services from access by parties not authorised by Carzone, keep confidential all passwords, security identification or encryption details relating to the Trade Advertiser’s account, the Website and any Services and will follow all security instructions issued by Carzone from time to time.
2.2 The Trade Advertiser agrees to access or use any Services solely in respect of its own business. The Trade Advertiser agrees not to:
2.2.1 make any attempt to access, amend or upload information on any other business; or
2.2.2 access any unauthorised areas of the Website; or
2.2.3 modify or make any attempt to modify the Website, or any software used in connection with the Website, or any Services; or
2.2.4 use software to access the Services without permission or use any software which may corrupt the Website, or the Services in any way.
If the Trade Advertiser does not comply with this clause, Carzone may suspend, terminate or downgrade the Trade Advertiser's participation in any Services.2.3 The Trade Advertiser warrants that it shall advertise vehicles for sale in the Republic of Ireland only.
2.4 You hereby acknowledge and warrant to Carzone that you will not use the Website for any purpose that is unlawful or prohibited under this Agreement.
2.5 You may not use the Website in any manner which would damage, disable, overburden or impair the Website or interfere with any other party's use and enjoyment of the Website and you may not obtain or attempt to obtain any material or information through any means not intentionally made available or provided for through the Website.
2.6 You hereby agree that you will not utilise the contact details of advertisers or users of the Website to canvas or sell to them except as expressly permitted by this Agreement.
2.7 The Trade Advertiser shall not upload files to the Website that contain a virus or corrupted data and the shall report to Carzone any suspected faults of the Services promptly after such suspected faults come to the Trade Advertiser’s attention.
2.8 To the extent permitted by law, the Trade Advertiser shall not reverse engineer, decompile, disassemble or modify any software used by the Trade Advertiser in connection with the Services.
2.9 The Trade Advertiser warrants that it is a motor dealer and it has (or the relevant motor dealer it is acting on behalf of has) the right to offer for sale any vehicle advertised by it and it will not use the Website to offer vehicle resale on behalf of undisclosed third parties.
2.10 The Trade Advertiser warrants that (a) all copy and any other information and materials provided by the Trade Advertiser is complete, accurate, legal, non-defamatory decent, honest and truthful and complies with the Code of Advertising Practice of the Advertising Standards Authority of Ireland (“ASAI”), all other relevant codes under the general supervision of the ASAI and all current relevant legislation; (b) the reproduction and/or publication of the Advertisement by Carzone as submitted (or amended) will not breach any contract or infringe any third party intellectual property rights or render Carzone liable to any proceedings whatsoever; and (c) it has obtained all third party consents in connection with its Advertisements.
3.1 When a visitor to the Website searches for a vehicle, the Advertisements that are returned on the search results page are automatically ranked as follows, unless otherwise agreed by Carzone in writing: make ascending, model ascending, year descending, price descending, mileage descending. The exception to this is where a Trade Advertiser pays additional fees to ensure that their Advertisements rank more prominently in search results, which may include the purchase of a sponsored search position, which enables Trade Advertisers to display Advertisements in a fixed position on the search results pages).
4.1 Carzone may reproduce and publish (or permit the same) all or any part of any Advertisements (including, without limitation, any copy, artwork, videos, photographs and other materials) to include and/or share them on any third-party website or digital platform (including Carzone’s social media accounts and other channels) (each a “Partner Website”).
4.2 Carzone does not guarantee that an Advertisement will appear on any or a specific number of Partner Websites. Carzone may at its sole discretion vary the Partner Websites on which an Advertisement appears from time to time.
5.1 Where it is agreed as part of the Services, the Trade Advertiser may advertise relevant ancillary goods and services on the Website [(for example, motor finance, vehicle repairs & servicing)]. Trade Advertisers are not allowed to advertise their own ancillary goods and services through the Website, except where expressly permitted by the Agreement.
6.1 In this Agreement, the following terms shall have the following meanings:
6.1.1 Advertisement Data means information and/or content in any format uploaded to the Website or otherwise provided by the Trade Advertiser for inclusion in an Advertisement, including any information about a vehicle, specification, copy, artwork, text, data, photographs, slides and/or video clips;
6.1.2 Analytics Data means any data and/or analysis obtained, collated, observed and/or created by Carzone based on the Trade Advertiser’s performance, the Trade Advertiser’s activity on the Website, Advertisements on the Website, the Stock Information, market trends and other information available to Carzone, which may be shared with other third parties or used by Carzone for any purpose;
6.1.3 Stock Information means any data regarding the Trade Advertiser’s stock of vehicles including but not limited to vehicle registration details, images, prices and sales information which is uploaded to the Website or otherwise communicated or made available to Carzone; and
6.1.4 Valuation Data means any vehicle valuation data obtained, collated, observed and/or created by Carzone or by a third party on Carzone’s behalf (including, but not limited to, part-exchange valuation data, trade valuation data and retail valuation data), which is communicated or made available to the Trade Advertiser by Carzone, via the Website or otherwise, as part of the Services.
6.2 The Advertisement Data which is submitted by a Trade Advertiser for inclusion into an Advertisement or otherwise in accordance with the Agreement are accessible by the Trade Advertiser (to be amended or updated) on the Website during the term of the Agreement.
6.3 Carzone may share Advertisement Data and/or analysis derived from Advertisements that relates to and identifies an individual Trade Advertiser with third parties (e.g. third-party websites, vehicle manufacturers and brands and/or lead aggregators).
6.4 All Advertisement Data and Stock Information and any analysis derived from such is automatically used by Carzone to create Analytics Data (which is used for a wide range of purposes by Carzone including the generation of valuations and other metrics data) which is kept indefinitely (and Trade Advertisers cannot opt-out of this use). To the extent the Analytics Data includes original Advertisement Data and/or Stock Information, Carzone uses the original Advertisement Data and/or Stock Information to provide Trade Advertisers (via the Website, email or otherwise), during the term of the Agreement, with analysis and insight into the performance of their Advertisements and the marketplace (through the elements of Analytics Data and Valuation Data which are provided by Carzone as part of the Services). Carzone also uses the original Advertisement Data and/or Stock Information which forms part of the Analytics Data to: (i) develop and exploit other Carzone products and services; and (ii) share metrics data (which doesn’t identify an individual Trade Advertiser) with third parties such as insurers, manufacturers and brands.
7.1 In this clause 7, the following terms shall have the following meanings:
7.1.1 Data Protection Legislation means applicable data protection and privacy laws including the Data Protection Acts 1988 to 2018, the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011;
7.1.2 Relevant Data means any personal data processed by Carzone on behalf of the Trade Advertiser in respect of and in connection with the performance of the Services; and
7.1.3 the terms “controller”; “data subject”; “personal data”; “personal data breach”; "processor" and “processing” (and any derivatives of this term) each have the meaning given under Data Protection Legislation.
7.2 The parties acknowledge and agree that for the purposes of Data Protection Legislation, the Trade Advertiser is the controller and Carzone is a processor of Relevant Data.
7.3 Carzone shall, in relation to the Relevant Data:
7.3.1 only process the Relevant Data as necessary to provide the Services and only in accordance with the Trade Advertiser’s documented instructions contained in the Agreement unless otherwise prevented by applicable law. If Carzone is required by applicable law to process Relevant Data for purposes other than those agreed under the Agreement, it shall inform the Trade Advertiser of that legal requirement before processing such Relevant Data, unless that law prohibits such information being given on important public interest grounds;
7.3.2 inform the Trade Advertiser in writing if in its opinion an instruction issued by the Trade Advertiser infringes Data Protection Legislation. However, this will not constitute a general obligation on the part of Carzone to monitor or interpret the laws applicable to the Trade Advertiser and will not constitute legal advice or guidance to the Trade Advertiser;
7.3.3 maintain appropriate technical and organisational measures required under Article 32 of the GDPR;
7.3.4 use reasonable endeavours to ensure that persons authorised by Carzone to process Relevant Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
7.3.5 taking into account the nature of the processing of Relevant Data, at the Trade Advertiser’s reasonable cost, assist the Trade Advertiser by appropriate technical and organisational measures, insofar as this is reasonably possible, for the fulfilment of the Trade Advertiser’s obligations to respond to requests for exercising data subjects’ rights in respect of Relevant Data laid down in Chapter III of the GDPR;
7.3.6 taking into account the nature of processing of Relevant Data and the information available to Carzone, provide reasonable assistance to the Trade Advertiser in ensuring compliance with the Trade Advertiser’s obligations pursuant to Articles 32 to 36 of the GDPR;
7.3.7 without undue delay upon becoming aware, notify the Trade Advertiser of any verified occurrence of the Relevant Data and reasonably cooperate with the Trade Advertiser in fulfilling the Trade Advertiser’s obligations under Articles 33 and 34 of the GDPR;
7.3.8 make available to the Trade Advertiser on reasonable request information necessary to demonstrate compliance by Carzone as processor of Relevant Data with the obligations laid down in this Clause 7 and allow for and contribute to audits, including inspections, conducted by the Trade Advertiser or another auditor mandated by the Trade Advertiser. These audits or inspections must be carried out during Carzone’s normal working hours, once in any 12 month period and in accordance with the following conditions: (a) the Trade Advertiser must inform Carzone of its intention to carry out the audit or the inspection within thirty (30) calendar days before the audit or inspection is proposed to take place; (b) the Trade Advertiser shall ensure that (i) no damage of any nature whatsoever (to property or persons), and (ii) no disturbance or discontinuity of Carzone’s activities will take place during the audit or inspection; (c) the Trade Advertiser must ensure that the persons carrying out the audit or inspection or having access to information relating to this audit or inspection are subject to an appropriate confidentiality obligation regarding this audit or inspection; (d) only the systems, premises and equipment used by Carzone during the Relevant Data's processing to fulfil its obligations to provide the Services may be subject to audit or inspection; and (e) the costs and charges incurred by the audit or inspection shall be the sole responsibility of the Trade Advertiser;
7.3.9 on termination of the Agreement: (i) delete any Relevant Data in its possession; and (ii) delete all existing copies of such Relevant Data unless EU law or the laws of an EU Member State require storage or retention of the Relevant Data; and
7.3.10 not transfer or otherwise process Relevant Data outside of the European Economic Area unless the prior written consent of the Trade Advertiser has been obtained, such consent not to be unreasonably withheld, conditioned or delayed.
7.4 The Trade Advertiser expressly authorises Carzone, acting as processor of Relevant Data, to make use of third party processors of the Relevant Data in the course of the performance of the Services. The Trade Advertiser will be notified by Carzone of any new appointment of a third-party involved in the processing of Relevant Data so as to give the Trade Advertiser an opportunity to object to such changes. If the Trade Advertiser reasonably believes that any new appointment presents an unreasonable risk to it and/or prevents it from complying with Data Protection Legislation, the Trade Advertiser may within five (5) days of receiving Carzone’s notice notify Carzone by email that it objects to the appointment of the sub-processor, in which case Carzone shall use reasonable endeavours to provide the Trade Advertiser with the same level of service without using the objected sub-processor.
7.5 The Trade Advertiser acknowledges and agrees that in entering into the Agreement, the Trade Advertiser will provide Carzone with and Carzone may collect and otherwise process certain personal data relating to the Trade Advertiser and/or its employees, consultants, contractors and/or any users of the Website. To the extent that Carzone processes such personal data as a controller, this personal data will be processed in accordance with Carzone’s Privacy Policy and may be used for a number of purposes (as further detailed therein) including without limitation providing the Services to the Trade Advertiser; carrying out customer and market research; dealing with requests and enquiries; maintaining records; sending the Trade Advertiser information on products and/or services Carzone thinks may be of interest to the Trade Advertiser; the creation and provision of the Analytics Data; the creation and provision of the Valuation Data; fraud prevention purposes including money laundering; assisting with police investigations and/or enquiries; and/or complying with statutory and regulatory obligations. For more information, visit our Privacy Policy. The Trade Advertiser is responsible for bringing the Privacy Policy to the attention of the Trade Advertiser’s employees, consultants, contractors and/or customers, where Carzone may be processing their personal data.
7.6 Carzone may disclose any information that it collects to other companies within its group, to third parties whose products and/or services Carzone thinks may be of interest to the Trade Advertiser, to credit reference agencies, finance companies, fraud prevention agencies, law enforcement and/or any other regulatory authorities. The Trade Advertiser acknowledges and agrees that in entering the Agreement, Carzone may carry out credit reference checks on the Trade Advertiser and/or any individual employed or otherwise engaged by the Trade Advertiser. Carzone reserves the right, at its sole discretion, to refuse to provide any products or services to the Trade Advertiser, including without limitation any Services, if in Carzone’s sole opinion any credit reference results are unsatisfactory.
8.1 You hereby acknowledge and agree that Carzone (and/or its licensors, as appropriate) owns all intellectual property rights existing in in and relating to the Website, including any and all copyright, trade marks, trade names, service marks, rights (registered or unregistered) in any designs; trade or business names; innovations, inventions whether or not capable of protection by patent or registration, registered design and topography rights; know-how, including software, software architecture, design or code including source and object code, data specifications, drawings, instructions, programs, developments, methods, techniques and improvements; secret formulae and processes; rights protecting goodwill and reputation; database rights and rights under licences and consents in relation to such things, rights in the nature of unfair competition rights, and rights to sue for passing off and all rights or forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world whether registered or unregistered (including any application for registration) (hereinafter referred to as "Intellectual Property").
8.2 Except as expressly permitted by this Agreement, you may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, the Intellectual Property. In particular, you must not cache any of the contents for access by third parties nor mirror or frame any of the content of the Website nor incorporate it into another website without our express written permission.
8.3 Nothing in the Agreement confers on the Trade Advertiser any licence or right to use the Intellectual Property except as expressly set out in the Agreement.
8.4 You hereby grant to Carzone a non-exclusive, irrevocable, perpetual, royalty-free, fully sub-licensable, fully paid up, worldwide licence to use, copy, display, publish, reproduce and distribute, to prepare derivative works of, or incorporate into other works, any and all data, text, sound, photograph, graphics, video and other materials provided by you for the purpose of creating, reproducing and publishing Advertisements on the Website and otherwise for the purposes of and in accordance with this Agreement. The licence granted pursuant to this clause 8.4 shall terminate on the termination of this Agreement.
8.5 The Trade Advertiser agrees that it will give all necessary assistance to Carzone and complete all acts as may reasonably be required by Carzone to enable it to protect and enforce its intellectual property rights and those of its licensees against third parties.
9.1 Carzone may refuse, edit or require to be amended any information or content contained in an Advertisement so as to comply with legal or moral obligations placed on either party; to avoid infringing third party rights, the Code of Practice of the ASAI and all other codes under the general supervision of the ASAI or any relevant legislation; to respond to any complaints; or to correct typographical errors or technical inaccuracies that may appear from time to time.
9.2 The Trade Advertiser shall be solely responsible for the accuracy of any Advertisement.
10.1 The Trade Advertiser agrees to pay to Carzone the charges due under the Agreement at the prevailing rate on or before the agreed due date, which shall be thirty (30) days from the date of invoice. If the Trade Advertiser fails to make any payment by the due date then all monies owing by the Trade Advertiser to Carzone shall immediately become due and payable.
10.2 When a sum owing has not been received in full by Carzone thirty (30) days from date of invoice Carzone shall be entitled to suspend the Services (or any part of them) until such time as payment has been received in full.
10.3 Without prejudice to the liability of the Trade Advertiser to pay the relevant charges for any Advertisment in full by the relevant due date, in the event of any error, misprint or omission, Carzone may either amend the relevant part of the Advertisment or may refund or adjust the charges, at its sole discretion. No amendment, refund or adjustment to the charges will be made where in Carzone’s sole opinion the error, misprint or omission does not materially detract from the Advertisement.
10.4 Carzone will under no circumstances be liable to refund all or any part of the charges in the event of the suspension of any Services or termination of the Agreement.
10.5 Subject to clause 1.3, Carzone shall have the right to change its scale of charges at any time.
11.1 Subject to clause 11.3 below, Carzone shall not be liable to the Trade Advertiser:
11.1.1 for any loss or damage suffered by the Trade Advertiser arising out of or in connection with any total or partial failure to publish or for removing any materials from the Website;
11.1.2 for failure of Carzone to publish a photograph of any vehicle;
11.1.3 for any loss of copy, artwork, photographs or other materials, which the Trade Advertiser warrants that it has retained in sufficient quality and quantity for whatever purpose; or
11.1.4 in contract, tort (including without limitation negligence), statutory duty or otherwise arising out of or in connection with the Agreement for:
(a) consequential, indirect or special loss or damage; or
(b) any loss of goodwill or reputation; or
(c) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings) in each case whether advised of the possibility of such loss or damage and howsoever incurred.
11.2 Subject to Cause 11.3 below, the total liability of Carzone in contract, tort (including without limitation negligence), statutory duty or otherwise arising out of or in connection with the Agreement, in respect of each event or series of connected events shall not exceed:
11.2.1 in respect of any Advertisement, twice the total charges paid by the Trade Advertiser to Carzone for the relevant Advertisement; or
11.2.2 in respect of the Services the greater of EUR100 or the fees paid in connection with the Services over the term of the Agreement.
11.3 Nothing in the Agreement is intended to exclude or restrict any liability the parties may have for death or personal injury or for fraud.
11.4 Any warranties, terms or conditions of any kind whether express or implied, statutory or otherwise, including without limitation, implied terms of satisfactory quality or fitness for purpose, are hereby expressly excluded to the fullest extent permitted by law.
11.5 You hereby agree to indemnify and keep indemnified Carzone its successors and assigns and each of its respective directors, officers, employees and agents from and against any and all liability, damages, losses, claims (including reasonable legal fees) resulting in any way from your use of the information and material posted on the Website or resulting from any breach of this Agreement whether such breach is carried out by you, your use of the Website, your connection to the Website or your infringement of any third party rights. Furthermore, you hereby acknowledge that any material downloaded or otherwise obtained through the use of the Website is done at your own discretion and risk and that you waive any right to bring any claim or action against Carzone or its successors, assigns, directors, officers, employees and agents for any loss, damage or injury arising from your access to or use of the Website.
12.1 Carzone shall provide the Services with reasonable care and skill in a professional and timely manner. The Trade Advertiser acknowledges and accepts that it is technically impossible to provide the Services free of faults, interruptions or errors and that Carzone does not undertake to do so. Carzone shall have no responsibility or liability arising out of or in connection with any communications or network defects, delays or failures (whether temporary or otherwise) experienced by the Trade Advertiser or any third party while accessing the Services.
12.2 The material and information contained in the Website including, but not limited to, product descriptions, photographs, images, illustrations, pricing information, reviews and video clips may contain inaccuracies and typographical errors. Carzone does not warrant the accuracy or completeness of the materials or information or the reliability of any advice, opinion, statement or other information displayed or distributed through the Website. You acknowledge that any reliance on any such opinion, statement, memorandum or information shall be at your own risk. Carzone reserves the right in its sole discretion to correct any errors or omissions in any portion of the Website.
12.3 Carzone does not make any warranty, guarantee nor any representation regarding the quality of or assurance of any advertisement or any merchandise, product or service offered or provided by any third party on the Website. Carzone shall not be liable for any failure to perform any of its obligations under this Agreement which is caused by matters beyond its reasonable control including but not limited to any Act of God, breakdown of internet services or other computer services, epidemic or pandemic, war, strikes, lock-outs and industrial disputes.
12.4 Where Carzone is transferring Trade Advertiser information to any third party in connection with the Services, Carzone will use its reasonable endeavours to transfer such information as set out in the description of the Services and without corruption or errors. However, the Trade Advertiser acknowledges that it is technically impossible to guarantee continuity of service or corruption-free or error-free transfer. Carzone’s sole liability in connection with this clause is to liaise with the relevant third party and to re-transfer the relevant information.
12.5 The Trade Advertiser acknowledges that where Carzone has transferred or otherwise transfers information to a third party (the “Data Export Service”), display of any information on the third party website is the responsibility of the relevant third party and Carzone has no responsibility for the acts or omissions of the third party in question. The Trade Advertiser shall promptly notify Carzone if the agreement between the Trade Advertiser and any such third party is terminated whereupon Carzone shall be entitled to cease to transfer information to such third party as part of the Data Export Service.
12.6 Your correspondence or dealings with advertisers and/or participation in advertisers’ promotions found on or through the Website are solely between you and such advertiser. You agree that Carzone shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as a result of the presence of such advertisers on the Website.
13.1 Links included within the Website may let you leave the Website and enter into other websites ("linked sites"). The linked sites are not under the control of Carzone and Carzone is not responsible for the content of any linked sites or any link contained in a linked site or any changes or updates to such sites. Carzone is not responsible for web casting or any other form of transmission received from any linked site. Carzone is only providing these links to you as a convenience and the inclusion of any link does not imply endorsement by Carzone of the site or any association with its operators.
14.1 Carzone may restrict, suspend or terminate your access to the Services for the following reasons:
14.1.1 we have reasonable grounds for believing that you are in breach of the Agreement;
14.1.2 you cease, or threaten to cease, to carry on your business;
14.1.3 you become insolvent;
14.1.4 you fail to pay any sum owing to Carzone within thirty (30) days from date of invoice;
14.1.5 you provide us with misleading information, fail to comply with advertising standards or are otherwise in breach of your obligations under clause 2.
14.2 Where Carzone decides to restrict or suspend the provision of the Services to you it shall provide you, prior to or at the time of restriction or suspension taking place, with a statement of reasons for its decision on a durable medium.
14.3 You shall be entitled to terminate the Agreement for any reason by giving not less than twenty-eight (28) days’ notice in writing to Carzone, such notice to expire at any time after the end of the first thirteen (13) weeks of the Agreement commencement date.
14.4 Carzone shall be entitled to terminate the Agreement by giving not less than thirty (30) days’ notice along with a statement of reasons for its decision to terminate on a durable medium.
14.5 The notice period at clause 14.4 shall not apply where:
14.5.1 we are subject to legal or regulatory obligations which require us to terminate the provision of the Services in a manner that does not allow us to respect the notice period in clause 14.4;
14.5.2 we are permitted to do so under applicable law; or
14.5.3 you have repeatedly breached your obligations under the Agreement.
14.6 Carzone shall not be required to provide you with a statement of reasons for its decision to restrict, suspend or terminate your access to the Services where: (i) we are subject to a legal or regulatory obligation not to provide such information; or (ii) we can demonstrate that you have repeatedly infringed the Agreement, resulting in the termination of the provision of the whole of the Services.
14.7 Termination shall be without prejudice to any rights accrued by Carzone prior to termination and the Trade Advertiser shall repay Carzone on an indemnity basis for all costs and expenses (including legal costs) incurred by Carzone in the event that the Trade Advertiser changes address and fails to notify Carzone and in recovering any sums due to it under the Agreement.
15.1 Interpretation
In these Terms: (i) the headings are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of the Terms; (ii) use of the singular includes the plural and vice versa; (iii) any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality); (iv) any reference to a person includes his successors, personal representatives and permitted assigns; (v) any phrase introduced by 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; and (vi) any reference to any statute, statutory provision or to any order or regulation shall be construed as a reference to that statute, provision, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.
15.2 Assignment
We may assign or subcontract any or all of our rights and obligations of our Agreement with you to a third party at any time, at our discretion. You may not, without our prior written consent, assign or dispose of any of your rights or obligations arising under this Agreement.
15.3 Modifications to the Website
Carzone reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or a part thereof) with or without notice. You agree that Carzone shall not be liable to you or any third party for any modification, suspension or discontinuance of the Website.
Where any modification to the Website warrants a change to these Terms, Carzone will notify you in accordance with clause 1.3.
15.4 Email addresses
Carzone will not send you unsolicited email communications. The purpose for which an email address is requested will be explained clearly on the form asking for it. If you feel that this is not clear, please contact us [email protected]. Generally we use email addresses for functional purposes only, such as to send registration information, receipts, reminders, etc.
15.5 Entire Agreement
The Agreement constitutes the entire agreement between you and Carzone and supersedes any prior agreements, arrangements, statements and understandings between Carzone and you. Each party acknowledges that it has not entered into the Agreement in reliance upon any representation not expressly set out in the Agreement and neither party shall be liable in respect of any representation made prior to and not contained in the Agreement unless it was made fraudulently.
15.6 Waiver
A waiver by Carzone of any breach by you of any of the terms, provisions or conditions of this Agreement or the acquiescence of Carzone to any act (whether of commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of such term, provision or condition or of any subsequent act contrary thereto.
15.7 Invalidity
If at any time any one or more provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall continue in full force and effect.
15.8 Dissatisfaction
If you are dissatisfied with the Website or any information posted thereon, or with any term or condition of this Agreement, your sole and exclusive remedy is to discontinue using the Website.
15.9 Governing Law
This Agreement shall be governed by Irish law and you hereby consent to the exclusive jurisdiction of the Irish courts in all matters regarding it.