TRADER PUBLISHING LIMITED

Marine Trader Media(THE PUBLISHER)

Standard Terms and Conditions of Trading

Trader Media Group Terms & Conditions

Conditions

In these conditions “the Publisher” means Trader Publishing Limited (trading as "Auto Trader DigitalMarine Trader Media"), and “the aAdvertiser” means theany person, firm or company ordering advertisements with the Publisher. “Dealer” means any person who is the advertiser of a vehicleboat, vessel, marine craft, product or service promoted on the webDealer pPageusing Marine Trader Media Internet Solutions on behalf of the dealer includingand any dealers advertising agency acting on behalf of such a person, firm or company, whose details are set out in the . “Marine Trader Media Internet Solutions” include “BoatTrader Pro / Network Software”, “BoatTrader Online”, “Boats for Sale Upload Tool”, “the Advertiser” presence within Marine Trader Media’s website “www.boatshop24.co.uk”, “Micro Sites”, External “Brokerage Listing” integration to “the Advertiser” website either managed by “the Advertiser” or “the Publisher”, the supply of Uniform Resource Locator (URL) web addresses, Website Design, Website Hosting, Website Management and Email Hosting.

Notices
        All notices which are required to be given under this agreement or any communication between the parties with respect to any of the provisions of this agreement shall be in writing and shall be deemed duly given if signed by or on its behalf by a duly authorised officer of the party giving the notice and if left at or sent by facsimile transmission to the address or facsimile number as appropriate of the party receiving such notice or as subsequently notified in writing between the parties for the purpose of this clause.

Dealer Page Advertising Agreement, the "Dealer Page Advertising Agreement" means the completed form setting out details of the Advertiser and the Dealer Page, "Service" means the service provided by the Publisher in designing, creating and hosting the Dealer Page, . “Web Dealer pPage” means the dealer package located on the Auto Trader web site as specified under the Dealer Page Advertising aAgreement and "the Agreement" means the contract comprising these conditions and the Dealer Page Advertising Agreement.

Orders for insertion of advertisements on the Auto TraderMarine Trader Media web site are accepted subject to the following conditions:-

1. Theis contractAgreement is personal to the DealerAdvertiser/Advertising agency, and the DealerAdvertiser/Advertising may not assign or transfer or otherwise part with the contractAgreement without Auto Trader Digitalthe Publishers prior written consent. Where two or more persons are named on the Dealer Page Advertising Agreement as the Advertiser, their liability shall be joint and several.

2. Advertisement copy shall be legal, decent, honest and truthful: and shall comply with the British Code of Advertising Standards Authority, and shall comply with all other the requirements of current UK legislation.

3. The pPublisher reserves the right to make any alteration it considers necessary to or desirable to athe dDealer PageMarine Trader Media Internet Solutionpackage and to require illustrations, artwork or copy to be amended to meet it’s approval.

1. Copy may be changed as required by the dealerAdvertiser, provided adequate time is allowed. Any request by the Advertiser for an upgrade or downgrade of the Dealer Page Marine Trader Media Internet Solution will require completion of a new agreement. The Publisher shall have no obligation to complete any such new agreement.

4. Advertisers may cancel their orders provided that notice of such is received in writing 10 working days prior to appearance.

5. Advertisement orders are issued by an aAdvertiser or an advertising agency as a principal and must be made on the agency’s official order form.

6. The DealerAdvertiser shall ensure that it has all necessary rights, licences and consents to incorporate or to procure the incorporation by Auto Traderthe Publisher of any the materials provided by the Advertiser into the WebDealer PageMarine Trader Media Internet Solution, to publish or otherwise make available the WebDealer PageMarine Trader Media Internet Solution on the Internet and to link the Auto Trader Web site Dealer PageMarine Trader Media Internet Solution to thoseany web sites owned by the Advertiser or any third parties to which the dealerAdvertiser wishes the Auto TraderDealer PageMarine Trader Media Internet Solution to be linked. All of the DealerAdvertiser’s rights in to and its registered trade marks which are incorporated into the WebDealer PageMarine Trader Media Internet Solution shall remain the property of the DealerAdvertiser.

7. Copyright in all photographs taken by the Publisher and its agents and in all copy and artwork prepared by the Publisher or its agents shall be vested in the Publisher, and the aAdvertiser hereby assigns all such copyright to the Publisher.

8. The DealerAdvertiser agrees that questions and complaints from individuals accessing the Marine Trader Media Internet Solution Dealers package Page or any Mmaterials, editorial, goods or services offered by the DealerAdvertiser on the Marine Trader Media Internet Solution Dealer pPage are the exclusive responsibility of the DealerAdvertiser and the DealerAdvertiser shall indemnify Auto Traderthe Publisher in respect of any claims or complaints brought against Auto Traderthe Publisher by any such individuals.

9. Auto TraderThe Publisher provides the facility for receiving the materials and updates for the WebDealer PageMarine Trader Media Internet Solution via modem transmission if appropriate. However an DealerAdvertiser using this facility to update its ownthe Dealer PageMarine Trader Media Internet Solution shall do so at its own risk and Auto Traderthe Publisher will not be liable or responsible for non-receipt or corruption of any text, font, image or material.

10. Auto TraderThe Publisher shall provide the sService with reasonable care and skill in a professional and timely manner and the WebDealer PageMarine Trader Media Internet Solution shall be designed materially in accordance with the default specification unless otherwise agreed by both the Publisher and Advertiser. in the Dealer Page Advertising aAgreement. Notwithstanding the foregoing, the dealerAdvertiser acknowledges and agrees that it is technically impossible to provide the Dealer Pages sService free of faults and that Auto Traderthe Publisher does not undertake to do so.

11. Auto TraderThe Publisher may at any time vary the technical specifications of the Service (or any part of it) for operational reasons.

12. Auto TraderThe Publisher may at any time remove any or all of the materials from the WebDealer PageMarine Trader Media Internet Solution which in Auto Traderthe Publisher’s opinion are unlawful or have been placed on the WebDealer PageMarine Trader Media Internet Solution in breach of this agreement.

13. From time to time Auto Traderthe Publisher will need to carry out maintenance on its equipment and systems, and shall use its reasonable endeavours to ensure that, in doing so, if possible reasonable notice maybeis given and minimum disruption to the Dealer Pages Service is caused.

14. The DealerAdvertiser shall report to Auto Traderthe Publisher any suspected faults to the Marine Trader Media Internet Solution Dealers Page as soon as the suspected faults come to the Dealers Advertiser's attention.

15. The DealerAdvertiser shall keep confidential all passwords, security identification or encryption details relating to the WebDealer PageMarine Trader Media Internet Solution.

16. The DealerAdvertiser shall not upload files that contain a virus or corrupted data.

17. All iIntellectual Pproperty rights in the existing and new scripts used by Auto Traderthe Publisher in the production of the WebDealer PageMarine Trader Media Internet Solution shall remain the property of Auto Traderthe Publisher (or its licensors). The DealerAdvertiser shall not delete any copyright legends or other statements of ownership from any of the scripts in the WebDealer PageMarine Trader Media Internet Solution.

18. All goodwill arising in connection with the name “Auto Marine Trader DigitaMedial” and the logos forof Auto Traderthe Publisher shall belong to Auto Traderthe Publisher. The address and uniform resource locator of the WebDealer PageMarine Trader Media Internet Solution shall belong to Auto Traderthe Publisher if applicable and only if requested in writing..

19. Auto TraderThe Publisher does not monitor or control and shall not be responsible for the content of messages, bulletin boards or internet groups forming part of the sService, the WebDealer PageMarine Trader Media Internet Solution or the use of part of the sService or the WebDealer PageMarine Trader Media Internet Solution. The DealerAdvertiser agrees that such matters are its responsibility.

20. The DealerAdvertiser/Advertising agency agrees to indemnify the Publisher in respect of all costs, damages or other charges falling upon the Publisher as the result of legal actions or threatened legal actions arising from the publication of the Dealer PageMarine Trader Media Internet Solution, or any part of the Dealer PageMarine Trader Media Internet Solution, published in accordance with the instructions supplied to Auto Traderthe Publisher in pursuance of the DealerAdvertiser/Advertising agency’s order.

21. Unless specified otherwise in the Dealer Page Advertising Agreement, the Publisher shall be entitled to issue invoices at any time within seven days on or after the last day of the end of the month in respect of the provision of the Service in that month.

22. When credit is allowed, the following will apply regarding payment for a Marine Trader Media Internet SolutionDealer Page booking directly or through an advertising agency:-

(1) The due date for payment is 30 days from the date of invoice and payment must be sent the address on the Dealer Page Advertising Agreement.supplied by the Advertiser. All cheques must be made out to Marine Trader Media Limited.

(2) When the sum owing has not been despatched to the Publisher 30 days from the date of invoice, a surcharged of 2% per month may be applied to the gross rateoverdue amount.

(3) Agency commission is granted on condition that the agency is a recognised member of one or more of the following associations: NPA, NS, PPA, ITCA, IPA; and that the Publisher's payment terms and conditions are adhered to and that advertising copy requires no further work to be undertaken by the Publisher.

(4) The existence of a query on an individual item in an account shall not affect the due date of payment of the balance on the account for remaining items that are not subject to the query.of the balance on the account.

(5) Any payment sent by post to the pPublisher shall be at the aAdvertiser's risk.

(6) Payment of Value Added Tax at the then applicable rate must accompany all relevant payments.

(7) Payment terms may vary if made by Direct Debit.

23. Unless terminated earlier in accordance with these conditions, the Agreement shall continue in force for the period specifiedagreed on the Dealer Page Advertising Agreementby both the Publisher and Advertiser or, if no period is specified, a period of twelve months.

24. The Publisher can suspend access to all and any Marine Trader Media Internet Solution during periods of dispute between the Publisher and Advertiser after 30 days of written notice being given. At this stage no content held within the Advertiser Marine Trader Media Internet Solution will be deleted.

25. The Advertiser shall be entitled to terminate the Agreement by giving not less than 10 working days' notice in writing sent to the M arine Trader Media Credit Control Manager at the address specified on the Dealer Page Advertising Agreement, such notice to expire can only be given at any time after the end of the first 13 weeks of theAdvertiser Agreement period. It is a condition of the Agreement that any attempt to terminate the Agreement verbally shall be ineffective.

26. The Publisher shall be entitled to terminate the Agreement forthwith by notice in writing to the Advertiser if the Advertiser:

(a) (being a company) is unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986 or convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or a receiver, administrative receiver or similar officer is appointed over all or a substantial part of its undertaking or affairs or a meeting is convened for the purpose of considering a resolution or other steps are taken for winding up the Advertiser (whether by the presentation of a winding up petition or otherwise) or for the making of an administrative order (other than for the purposes of solvent reconstruction or amalgamation); or

(b) (being an individual) is unable to pay its debts within the meaning of s.268 of the Insolvency Act 1986 or a petition is presented for its bankruptcy or it makes an arrangement or compromise for the benefits of its creditors whether pursuant to the provisions of Part VIII Insolvency Act 1986 or otherwise; or

(c) (being a partnership) is unable to pay its debts or a petition is presented for its winding up under the provisions of the Insolvent Partnerships Order 1994 whether or not involving individual insolvency proceedings against the Advertiser’s partners and presented by creditors or by the partners themselves or such a petition is presented against in conjunction with bankruptcy or individual insolvency or petitions against any partner or if the Advertiser enters into any composition, scheme or arrangement or voluntary arrangement including its business and assets or the share of any partner or in the event of any action for a partnership account and/or a winding up of or a dissolution of the Advertiser under the Partnership Act 1890 or if any of the states of affairs or events described in clause 25(b) occurs in relation to any partner; or

(d) commits an irremediable breach of the Agreement, persistently repeats a remediable breach orf commits any remediable breach and fails to remedy it within 14 days of receipt of notice of the breach requiring remedy of the same.

27. Termination of the Agreement shall be without prejudice to any rights accrued by the Publisher prior to termination.

28. The Advertiser shall repay the Publisher's on an indemnity basis for all costs and expenses (including legal costs) incurred by the Publisher in:

(a) finding the Advertiser's address if the Advertiser changes address and fails to notify the Publisher; and

(b) recovering any sums due to it under the Agreement.

29. The failure of the Publisher to enforce or to exercise, at any time or for any period of time, any term of or any right arising pursuant to the Agreement does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect the Publisher’s right later to enforce or exercise it.

30. The placing of an order for a Dealer PageMarine Trader Media Internet Solution to be included on the Auto Trader Web site shall amount to an acceptance of the above Conditions to the exclusion of all other any agency conditions. stipulated on an agency’s order shall be void in so far as they are in conflict with them.