Terms & conditions

  1. Definitions and Interpretation

    1. In these Conditions, the following words have the following meanings:
      Bid: the sum offered by a Car Buying Partner to purchase a Vehicle;
      Conditions: these Motorway Online Ltd Car Buying Partner Terms & Conditions as agreed to by each prospective Car Buying Partner;
      Confidential Information: has the meaning given to it in Condition 6;
      Data Protection Legislation: the EU General Data Protection Regulation 2016/679, including as it forms part of the laws of England, Wales, Scotland and Northern Ireland by virtue of the European Union (Withdrawal) Agreement 2018 (UK GDPR), the Data Protection Act 2018 and any other applicable laws, regulations and secondary legislation relating to the protection of personal data having effect in Europe or England and Wales.
      Car Buying Partner: a potential purchaser of vehicles who wishes to receive introductions from Motorway to Sellers, and who is agreeing to these Conditions;
      Fee: the sum due to Motorway in consideration of the services provided by Motorway and calculated in accordance with the Fee Schedule;
      Motorway: Motorway Online Ltd a company registered in England and Wales with company number 10285711 and registered office at International House, 24 Holborn Viaduct, London EC1A 2BN;
      Outstanding Finance: any finance due in respect of the Vehicle from any previous or current owner of the Vehicle to a third party such as a car finance company or bank;
      Personal Data: any information that relates to an identified or identifiable person and relates only to personal data which: (i) Motorway shares with the Car Buying Partner or (ii) the Car Buying Partner processes, in each case in connection with these Conditions;
      Purchase Price: the price paid by the Car Buying Partner under a Vehicle Sales Contract and/or any valuable consideration payable by the Car Buying Partner to a Seller under a Vehicle Sales Contract less applicable taxes;
      Seller: a seller (usually the owner) of a Vehicle introduced or referred to the Car Buying Partner by Motorway;
      Seller Vehicle Data: the information provided by the Seller in respect of the Vehicle;
      Transport Company: any third party that collects a Vehicle from the Seller and delivers the Vehicle to the Car Buying Partner as required by a Car Buying Partner;
      Transport Fee: the sums due to Motorway in consideration of the Transport Services where the Transport Services are required by the Car Buying Partner;
      Transport Services: the collection of the Vehicle from a Seller and delivery of the Vehicle to the relevant Car Buying Partner;
      Vehicle: any vehicle offered for sale by the Seller;
      Vehicle Sales Contract: an agreement or arrangement entered into by the Car Buying Partner and a Seller for the sale of a Vehicle;
      Website: the Motorway website available at pro.motorway.co.uk or such other URL as Motorway may determine; and
      Working Day: a day other than a Saturday, Sunday or public holiday in England.
    2. Words in the singular include the plural and in the plural include the singular.
    3. Headings shall not affect the interpretation of these Conditions.
    4. References to Conditions are, unless otherwise provided, references to the provisions of these Conditions.
    5. Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
    6. Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.
  2. Appointment

    1. The Car Buying Partner acknowledges that from time to time Motorway may provide to the Car Buying Partner the Seller Vehicle Data. If, in the Car Buying Partner’s reasonable opinion, further information is required, the Car Buying Partner shall request such information from Motorway, and Motorway shall provide such further information as is available to Motorway from the Seller.
    2. If the Car Buying Partner wishes to make a Bid for the Vehicle, it shall notify Motorway accordingly. The Car Buying Partner acknowledges and agrees that by making a Bid, the Car Buying Partner is making an offer capable of acceptance to purchase the Vehicle for the Bid. If the Bid is accepted by the Seller, then a legally binding contract comes into existence and subject to Condition 2.2, the Car Buying Partner shall purchase the Vehicle from the Seller and the Bid shall be the Purchase Price due to the Seller.
    3. Each party acknowledges and agrees that it has no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the other party in any way.
  3. Purchase and Transport of the Vehicle

    1. Once the Seller has accepted the Bid, Motorway shall contact the Car Buying Partner and the Seller. Within one (1) Working Day of receipt of that contact, the Car Buying Partner must contact the Seller to arrange a collection date and if the Car Buying Partner wishes to use a written Vehicle Sales Contract, provide to the Seller a copy of such Vehicle Sales Contract.
    2. The Car Buying Partner shall only be entitled to withdraw its Bid if on collecting the Vehicle:
      1. the Seller refuses to sell the Vehicle;
      2. there is any undisclosed Outstanding Finance on the Vehicle; and/or
      3. the Car Buying Partner can demonstrate that the Seller Vehicle Data is incorrect or incomplete, including if there is undisclosed damage to and/or faults with the Vehicle and the Seller refuses to agree to an amended Bid which is fairly calculated to account for the undisclosed damage and/or faults.
    3. The Car Buying Partner agrees that the Vehicle is sold only on the basis of the Seller Vehicle Data and following an inspection by the Car Buying Partner. The Car Buying Partner acknowledges and agrees that it is responsible for carrying out the necessary checks both prior to and on collection of the Vehicle. If the Car Buying Partner engages a third party agent to collect the Vehicle, it is the Car Buying Partner’s responsibility to ensure that the agent inspects the Vehicle. The Car Buying Partner shall notify Motorway that it has collected the Vehicle within one (1) Working Day of collection.
    4. The Car Buying Partner undertakes and agrees with Motorway to act at all times in its relations with Motorway and Sellers dutifully and in good faith.
    5. If the Seller Vehicle Data states that there is Outstanding Finance, then the Car Buying Partner shall pay the sum due to the finance company, and the Purchase Price paid to the Customer shall be reduced by the amount of the Outstanding Finance. If requested to do so, the Car Buying Partner shall provide the Seller and Motorway with evidence that the Outstanding Finance has been paid in full.
    6. The Car Buying Partner may request that the Transport Company provides the Transport Services. In such circumstances, the Car Buying Partner acknowledges and agrees that:
      1. Motorway shall provide the Car Buying Partner’s contact details to the Transport Company and the Transport Company (and not Motorway) shall contact the Car Buying Partner to arrange the Transport Services;
      2. the Car Buying Partner is contracting with the Transport Company (and not Motorway) for the Transport Services;
      3. and the Transport Company’s terms and conditions and privacy policy shall apply to the provision of the Transport Services;
      4. notwithstanding the provisions of the Transport Company’s terms and conditions, Motorway is providing payment processing services for the Transport Company and so Motorway shall invoice the Car Buying Partner for the Transport Fee the Car Buying Partner shall pay the Transport Fee in full and cleared funds to Motorway within 7 (seven) days of receipt of Motorway’s invoice for that sum;
      5. the Transport Services may be cancelled on at least 24 hours’ notice to Motorway, and in such circumstances Motorway shall refund the Transport Fee paid. There is no right to cancel the Transport Services on fewer than 24 hours’ written notice and the Transport Fee shall remain due in the event of any purported cancellation on fewer than 24 hours’ notice; and
      6. the Car Buying Partner (and not Motorway) shall notify the Seller that it has engaged the Transport Company to provide the Transport Services, and accordingly, the Car Buying Partner (and not Motorway) shall provide the Transport Company with the Seller’s contact details and the Transport Company shall contact the Seller to arrange an appropriate time to collect the Vehicle.
  4. Vehicle Sales Contract

    1. If the Car Buying Partner uses a Vehicle Sales Contract, the Car Buying Partner warrants that the Vehicle Sales Contract shall:
      1. comply with all provisions of applicable laws, including consumer law and Data Protection Legislation;
      2. not permit either the Seller or the Car Buying Partner to cancel or terminate the Vehicle Sales Contract without cause, except in accordance with applicable laws that may not lawfully be excluded; and
      3. not include Motorway as a party to the Vehicle Sales Contract and/or include any representations, warranties or conditions purported to be made by Motorway.
    2. At the request of Motorway, the Car Buying Partner shall provide to Motorway a copy of its Vehicle Sales Contracts.
    3. The Car Buying Partner shall pay all sums due under the Vehicle Sales Contract.
  5. Fee

    1. For the avoidance of doubt, the Fee is due in addition to the Purchase Price. Motorway shall invoice the Car Buying Partner for the Fee on the earlier of:
      1. notification from either the Car Buying Partner or the Seller that the Car Buying Partner has collected a Vehicle from a Seller; and
      2. 14 (fourteen) days after the date of the Bid being accepted by the Seller.
      The Transport Fee is due in accordance with Condition 3.6.
    2. All invoices properly submitted by Motorway shall be paid by the Car Buying Partner within 7 (seven) days of receipt.
    3. All invoices properly submitted by Motorway to the Car Buying Partner for the Transport Fee shall be due and paid by the Car Buying Partner in accordance with Condition 3.6.
    4. The Car Buying Partner agrees that if the Seller notifies Motorway that the Car Buying Partner has withdrawn or reduced the Bid except in accordance with Condition 3.2, then the Fee shall remain due and payable based on the Bid made by the Car Buying Partner.
    5. If the Car Buying Partner fails at any time to pay any sum on the due date for payment, Motorway shall be entitled to charge interest on any outstanding sum at the rate of 5% per annum above the base rate from time to time of Barclays Bank plc for the period from and including the due date to and including the date of receipt (whether before or after judgment).
    6. All sums payable are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question.
    7. During the term of these Conditions and for 3 years thereafter, the Car Buying Partner shall keep separate accounts and records in relation to its obligations under this Condition 5, which shall be sufficient to enable Motorway to check the accuracy of the information contained in the statements submitted under Condition 5.1. Motorway and/or its authorised nominee shall be entitled to inspect and audit such books and records on 5 Working Days’ notice during business hours during the term of these Conditions and for 3 years thereafter and to take copies of or extracts from such books and records. The Car Buying Partner shall cooperate fully with any such inspection or audit at all times.
    8. If any inspection carried out under Condition 5.7 demonstrates that any monies are owing to Motorway, the Car Buying Partner shall ensure that such monies are paid within 7 days of notification. Where any such inspection or audit is made necessary by the failure of the Car Buying Partner to supply a statement, or if the shortfall due to Motorway is greater than 2% of the monies due in respect of the [month] in question, the Car Buying Partner shall reimburse Motorway for the reasonable costs of any such inspection or audit.
    9. The Car Buying Partner acknowledges that Motorway shall be entitled to amend the calculation of the Fee at any time on written notice to the Car Buying Partner but any amendment shall not affect any Bid already received by a Car Buying Partner.
  6. Confidential Information

    1. Confidential Information shall mean all information whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, Car Buying Partners, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (theReceiving Party).
    2. The Receiving Party shall not, and shall ensure that its employees shall not, use, copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under the Conditions.
    3. The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under the Conditions and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
    4. The provisions of Conditions 6.1, 6.2 and 6.3 shall not apply to any Confidential Information which:
      1. is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;
      2. is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or
      3. is required to be disclosed by any court, government or administrative authority competent to require disclosure.
  7. Data Protection

    1. For the purposes of this Condition 7, and “appropriate technical and organisational measures”, “controller”, “data subject”, “personal data breach”, “processing and process”, “processor” and “supervisory authority” shall have the meanings given to them in the Data Protection Legislation.
    2. The parties acknowledge and agree that in order to facilitate the Car Buying Partner’s purchase of any Vehicle, Motorway is required to send Personal Data relating to the relevant Seller to the Car Buying Partner. With respect to such Personal Data, the parties agree:
      1. that the data specification at Condition 7.4 shall apply;
      2. that each of the parties shall be an independent controller of the Personal Data and shall comply with, and be separately responsible for complying with, their obligations under Data Protection Legislation with respect to the Personal Data;
      3. that the Personal Data will be shared using secure methods as agreed in writing;
      4. in the event of a notice, request, dispute or claim brought by a data subject, supervisory authority, or other third party concerning the processing of the Personal Data against either or both parties, the parties will inform each other about such notice, dispute or claim, and will cooperate with each other to resolve the matter;
      5. to appoint a single point of contact for communications relating to the processing of Personal Data, and to inform the other party of such point of contact promptly upon entering into these Conditions; and
      6. the Personal Data is provided by Motorway “as is” to the fullest extent permissible pursuant to applicable law. Motorway disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Personal Data, its use and the results of such use. Motorway specifically disclaims any warranty regarding correctness, quality, accuracy, or reliability
    3. The Car Buying Partner agrees:
      1. that it shall only process the Personal Data in accordance with the principles of the UK GDPR (article 5), where it has a legal basis to do so under UK GDPR (article 6), and for the purpose more particularly described in the data specification at Condition 7.4.3 (“Agreed Purpose”);
      2. to take reasonable steps to ensure the reliability of any employee who may have access to the Personal Data, ensuring in each case that: (i) access is strictly limited to those individuals who need to know and/or access the relevant Personal Data and (ii) all such individuals are subject to confidentiality undertakings, whether contractual or statutory;
      3. not to share the Personal Data with any third party other than with Motorway’s express written consent;
      4. that it shall implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss or destruction, alteration or disclosure of, or damage;
      5. in relation to a personal data breach affecting the Personal Data: (i) to notify Motorway without undue delay in the event of such personal data breach, setting out reasonable particulars, and to provide Motorway with any other information Motorway may reasonably request in relation to such personal data breach and (ii) to take immediate steps to mitigate and remediate such personal data breach, and to take such reasonable commercial steps as are directed by Motorway to assist in the mitigation and remediation of the personal data breach;
      6. not to transfer the Personal Data outside of the UK unless in compliance with Data Protection Legislation; and
      7. to: (i) retain the Personal Data for no longer than is reasonably necessary for the Agreed Purpose, (ii) securely delete the Personal Data thereafter, and (iii) provide written confirmation of such secure deletion at Motorway’s request.
    4. Personal Data Specification:
      1. Categories of data subject: Sellers.
      2. Categories of Personal Data: name, email address, address, phone number, date of birth, signature, photograph (on driving licence), bank account information, Seller Vehicle Data and photographs or scans of documents containing the foregoing.
      3. Purpose of sharing Personal Data: in order to facilitate the Car Buying Partner’s purchase of a Vehicle from a Seller.
  8. Warranties

    1. Each of the parties represents, warrants and undertakes that:
      1. it has the right, power and authority to enter into these Conditions and to perform fully all of its obligations under these Conditions; and
      2. the performance of these Conditions shall not breach any other agreement entered into by it.
    2. Motorway makes no warranty or guarantee that a Seller will comply with the provisions of a Vehicle Sales Contract. Accordingly, Motorway shall not be liable for any costs, claims, losses, expenses or damages incurred by the Car Buying Partner as a result of any act or omission of a Seller.
    3. Motorway makes no warranty, representation, endorsement or recommendation in respect of any of the Seller Vehicle Data or any Vehicle. The Car Buying Partner agrees to satisfy itself that the Vehicle complies with the Seller Vehicle Data on inspection of the Vehicle and before purchasing it from the Seller. Accordingly, the Car Buying Partner acknowledges and agrees that Motorway shall not be liable for any costs, claims, losses, expenses, liabilities or damages incurred by the Car Buying Partner or any third party for the Seller Vehicle Data and/or the Vehicle itself.
    4. Motorway makes no warranty, representation, endorsement or recommendation in respect of the Transport Company or the Transport Services. The Car Buying Partner agrees to make all appropriate enquiries to satisfy itself that the Transport Company is suitable to provide the Transport Services and that the Transport Services are suitable for the Car Buying Partner’s needs. Accordingly, the Car Buying Partner acknowledges and agrees that Motorway shall not be liable for any costs, claims, losses, expenses, liabilities or damages incurred by the Car Buying Partner or any third party as a result of any act or omission of the Transport Company including any loss or damage to the Vehicle which arise in respect of the Transport Services or otherwise.
  9. Limit of Liability

    1. Neither party shall be liable to the other party under these Conditions, in contract, tort (including negligence), under statute or otherwise, in relation to its acts or omissions under these Conditions for any:
      1. economic loss (including loss of revenues, profits, contracts, business or anticipated savings);
      2. loss of reputation or goodwill;
      3. wasted expenditure;
      4. loss of data or content; and/or
      5. special, indirect or consequential loss even if advised of the possibility of such losses.
    2. Motorway’s total liability arising out of or relating to these Conditions 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 to:
      1. the Fee paid by the Car Buying Partner relating to the Vehicle that is the subject of the claim; or
      2. if the claim does not relate to a Vehicle, the Fee paid by the Car Buying Partner in the 6 (six) months preceding the date of the claim.
    3. Nothing in these Conditions shall limit or exclude a party’s liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any other loss that cannot lawfully be excluded or limited.
  10. Termination

    1. Without prejudice to any other rights or remedies which may be available to it, either party shall be entitled to give notice in writing to the other party terminating the Conditions immediately on written notice.
    2. On termination of these Conditions:
      1. the Fee shall remain due in respect of any Bid made by the Car Buying Partner that is accepted by a Seller; and
      2. all outstanding sums due to Motorway shall immediately become payable.
    3. For the avoidance of doubt, termination of these Conditions shall not affect either parties rights or remedies accruing before the date of termination and the following Conditions shall remain in force notwithstanding termination: Conditions 5 (Fee), 6 (Confidential Information), 8 (Warranties), 9 (Limit of Liability), 10 (Termination) and 13 (General).
  11. Force Majeure

    1. For the purposes of this Condition 11 an event of “Force Majeure” means any event beyond the reasonable control of either party, including war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, (but excluding strikes, lockouts and labour disputes involving employees of the party affected) riot, civil commotion, accident, act of God, fire, flood and storm.
    2. If a party is prevented, hindered or delayed from or in performing any of its obligations under these Conditions by an event of Force Majeure, the affected party’s obligations under these Conditions are suspended while the event continues and to the extent that it is prevented, hindered or delayed and these Conditions may be terminated by the other party on written notice.
    3. A party may not rely on this Condition 11 for any failure to pay any sums due.
  12. Use of the Website

    1. Motorway or its licensors own all intellectual property rights in the Website, information and content available on the Website, any associated database, any proprietary software used within the Website and the underlying source code (the Motorway IP). All rights are reserved.
    2. Motorway grants you a revocable, non-exclusive, non-sub-licensable, non-transferable licence to use Motorway IP only to the extent necessary to retrieve, display and print content pages for your own personal, non-commercial use of the Website, subject always to compliance with these Conditions.
    3. You shall access the Website in accordance with all applicable laws. In particular, but without limitation, you agree not to:
      1. try to gain unauthorised access to the Website or any networks, servers or computer systems connected to the Website;
      2. use the Website in any manner that could damage, disable, overburden or impair our servers or networks or interfere with any other user’s use and enjoyment of the Website; and/or
      3. except to the extent expressly permitted by law and not capable of exclusion by law, copy, reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Website.
    4. There may be occasions when access to the Website may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
    5. Motorway uses reasonable endeavours to ensure that the Website does not contain or promulgate any viruses or other malicious code, but Motorway cannot guarantee that the Website will be free from bugs, viruses or malicious code and Motorway is not liable for any loss or damage caused by viruses or other technologically harmful material that may infect your computer equipment, programs or data due to your use of our Website.
  13. General

    1. These Conditions contain the entire agreement of the parties with respect to their subject matter and supersede all prior agreements and representations, standard conditions or other implied conditions, whether written or oral, with respect to the subject matter of these Conditions. Motorway may update these Conditions at any time, and shall provide written notice to the Car Buying Partner at the email address provided to Motorway if the change to these Conditions is in Motorway’s reasonable view a substantial change.
    2. The Car Buying Partner shall not assign or delegate its rights or obligations under these Conditions, in whole or in part, to any third party by operation of law or otherwise, without the prior written consent of Motorway. Any attempted assignment or delegation that does not comply with this Condition 13.2 shall be of no effect.
    3. Any failure to enforce any provision of these Conditions shall not constitute a waiver thereof or of any other provision.
    4. If any provision of these Conditions is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties.
    5. Nothing in these Conditions shall create or imply an agency, partnership or joint venture between the parties. Neither party shall act or describe itself as the agent of the other party nor shall either party have or represent that it has any authority to make commitments on behalf of the other. In providing payment processing services Motorway does not act as agent of the Car Buying Partner or the Transport Company.
    6. These Conditions are governed by and will be construed in accordance with the laws of England and Wales.
    7. The parties submit to the exclusive jurisdiction of the courts of England and Wales in relation to any legal actions or proceedings arising out of or in connection with these Conditions.