Terms & conditions

  1. Definitions and Interpretation

    1. In these Conditions, the following words have the following meanings:
      Bid: the sum offered by a Dealer to purchase a Vehicle;
      Confidential Information: has the meaning given to it in Condition 6;
      Data Protection Legislation: the General Data Protection Regulation (EU 2016/679) the Data Protection Act 2018 and any other laws, regulations and secondary legislation relating to the protection of personal data having effect in England and Wales.
      Dealer: the purchaser of a Vehicle 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 below;
      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;
      Purchase Price: the price paid by the Dealer under a Vehicle Sales Contract and/or any valuable consideration payable by the Dealer 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 Dealer by Motorway;
      Seller Vehicle Data: the information provided by the Seller in respect of the Vehicle;
      Vehicle: any vehicle offered for sale by the Seller;
      Vehicle Sales Contract: an agreement or arrangement entered into by the Dealer 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 Dealer acknowledges that from time to time Motorway may provide to the Dealer the Seller Vehicle Data. If, in the Dealer’s reasonable opinion, further information is required, the Dealer shall request such information from Motorway, and Motorway shall provide such further information as is available to Motorway from the Seller.
    2. If the Dealer wishes to make a Bid for the Vehicle, it shall notify Motorway accordingly. The Dealer acknowledges and agrees that by making a Bid, the Dealer 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 3.2, the Dealer 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 of the Vehicle

    1. Once the Seller has accepted the Bid, Motorway shall contact the Dealer and the Seller. Within one (1) Working Day of receipt of that contact, the Dealer must contact the Seller to arrange a collection date and if the Dealer wishes to use a written Vehicle Sales Contract, provide to the Seller a copy of such Vehicle Sales Contract.
    2. The Dealer 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 Dealer 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 Dealer agrees that the Vehicle is sold only on the basis of the Seller Vehicle Data and following an inspection by the Dealer.  The Dealer acknowledges and agrees that it is responsible for carrying out the necessary checks both prior to and on collection of the Vehicle. If the Dealer engages a third party agent to collect the Vehicle, it is the Dealer’s responsibility to ensure that the agent inspects the Vehicle. The Dealer shall notify Motorway that it has collected the Vehicle within one (1) Working Day of collection.
    4. The Dealer 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 Dealer 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 Dealer shall provide the Seller and Motorway with evidence that the Outstanding Finance has been paid in full.
  4. Vehicle Sales Contract

    1. If the Dealer uses a Vehicle Sales Contract, the Dealer 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 Dealer 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 Dealer shall provide to Motorway a copy of its Vehicle Sales Contracts.
    3. The Dealer shall pay all sums due under the Vehicle Sales Contract.
    4. The Dealer shall only process Personal Data of a Seller in accordance with the Data Protection Legislation. In particular, the Dealer shall take appropriate security measures (including physical, electronic and procedural measures) to help safeguard such personal data from unauthorised access and/or disclosure and shall not share the Personal Data with any third party.
  5. Fee

    1. For the avoidance of doubt, the Fee is due in addition to the Purchase Price. Motorway shall invoice the Dealer for the Fee on the earlier of:
      1. notification from either the Dealer or the Seller that the Dealer has collected a Vehicle from a Seller; and
      2. 14 (fourteen) days after of the date of the Bid being accepted by the Seller.
    2. All invoices properly submitted by Motorway shall be paid by the Dealer within 7 (seven) days of receipt.
    3. The Dealer agrees that if the Seller notifies Motorway that the Dealer 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 Dealer.
    4. If the Dealer 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).
    5. All sums payable are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question.
    6. During the term of these Conditions and for 3 years thereafter, the Dealer 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 Dealer shall cooperate fully with any such inspection or audit at all times.
    7. If any inspection carried out under Condition 5.4 demonstrates that any monies are owing to Motorway, the Dealer 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 Dealer 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 Dealer shall reimburse Motorway for the reasonable costs of any such inspection or audit.
    8. The Dealer acknowledges that Motorway shall be entitled to amend the calculation of the Fee at any time on written notice to the Dealer but any amendment shall not affect any Bid already received by a Dealer.
  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, Dealers, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving 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. 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 Dealer as a result of any act or omission of a Seller.
    3. The Dealer acknowledges and agrees that Motorway has no liability for the Seller Vehicle Data and/or the Vehicle itself. Motorway makes no warranties in respect of a Vehicle. The Dealer should satisfy itself that the Vehicle complies with the Seller Vehicle Data on inspection of the Vehicle and before purchasing it from the Seller.
  8. 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 Dealer 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 Dealer 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.
  9. 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 Agreement immediately on written notice.
    2. On termination of these Conditions:
      1. the Fee shall remain due in respect of any Bid made by the Dealer 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), 7 (Warranties), 8 (Limit of Liability), 9.3 (Termination) and 11 (General).
  10. Force Majeure

    1. For the purposes of this Condition 10 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 10 for any failure to pay any sums due.
  11. 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.
  12. General

    1. These Conditions contains the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements and representations, standard conditions or other implied conditions, whether written or oral, with respect to the subject matter of this Agreement.
    2. The Dealer 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 11.2 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.
    6. These Conditions is 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.

Fee schedule

Price fromPrice toFee (+VAT)
£0£4,999£175
£5,000£9,999£200
£10,000£14,999£250
£15,000£19,999£300
£20,000£29,999£350
£30,000£39,999£400
£40,000£49,999£450
£50,000£74,999£500
£75,000£99,999£750
£100,000£124,999£1,000
£125,000£149,999£1,250
£150,000£199,999£1,500
£200,000£250,000£2,000
£250,000No limit£2,500

For the avoidance of doubt, no account shall be made of the Outstanding Finance on the Vehicle when calculating the Fee.