(AGREEMENT BETWEEN PRO-MOTOR AND THE ADVERTISEE) TERMS AND CONDITIONS 
 
This Agreement is entered into by and between Pro-Motor: www.pro-motor.co.uk, 33 Treharne Road, Bridgend, CF340PS and the vehicle owner(s) identified on the registration form completed in connection with this Agreement ("advertisee"). By completing the registration form the advertisee agrees to be bound by the following terms of contract. 
1. DEFINITIONS 
 
1.1 Advertisee - means the second party to this Agreement, the persons or entities identified as such in the connected Registration Form, who indicate they wish to carry an advertisement on their vehicle. For the purposes of this Agreement, Advertisee refers to the principal driver of the vehicle. This may be a different person to the titular advertisee. 
1.2 "Accepted Advertisee" means an Advertisee who is registered on the Pro-Motor database and is accepted by Pro-Motor for an Advertising Campaign. 
1.3 "Advertiser" is a client of Pro-Motor; a business or company, that appoints Pro-Motor to arrange for the their Advertisement to be affixed to the Vehicle. 
1.4 "Advertisement" means a vinyl graphic advertisement affixed to the Advertisee's Vehicle. 
1.5 "Vehicle" is the motor vehicle described in the Registration Form. Only one vehicle per Registration Form may be registered. 
1.6 "Registration Form" means the Pro-Motor registration form attached hereto or incorporated herein by reference which holds Advertisee’s personal details and Advertisee’s vehicle details. 
1.7 "Advertising Campaign" is the arrangement of Advertisement and Duration as chosen by the Advertiser and Pro-Motor. The Advertising Campaign determines the coverage area of the Advertisements on the Vehicle, the duration, and will affect the monthly pay. The Advertising Campaign applicable to any Accepted Advertisee under this Agreement may change from time to time during the term of this Agreement at the discretion of Pro-Motor. 
1.8 "Monthly Pay" is the amount to be paid to the Advertisee per month, as determined by Pro-Motor from the Advertising Campaign, and agreed in writing with Advertisee. 
1.9 "Duration" is the period of time that a given Advertisement is affixed to the Advertisee's Vehicle. This period may also be referred to as the in charge period. 
1.10 "Monthly Pay" means the amount to be paid to the Advertisee per month as determined by Pro-Motor from the Advertising Campaign. 
1.11 "Term" means for purposes of registration on the Pro-Motor database, six years from the date the Advertisee consents to this Agreement or, for purposes of being an Accepted Advertisee, such term as Pro-Motor notifies to the Advertisee. 
1.12 "Writing/write/wrote/written" means any communication in written Registration Form, including but not limited to mail, email and short message service 
1.13 "Lien Holder" means any legal holder of a lien against the Vehicle. 
1.14 "Graphic applicator" means the individual(s) and/or company nominated by Pro-Motor to act on behalf of Pro-Motor to affix the Advertisement to the vehicle. 
1.15 “Examiner” means an individual designated by Pro-Motor to inspect the condition and therefore suitability of the Advertisee’s/Accepted Advertisee’s vehicle. 
2. GENERAL TERMS 
 
2.1 Individual Details Database and Advertisee Availability 
By accepting this Agreement, the advertisee agrees for a term of six years to be registered on the Pro-Motor database 
and, 
to have a motor vehicle available for installation and carrying of a vehicle Advertisement. 
Pro-Motor does not guarantee that the Advertisee will be selected to become an Accepted Advertisee. 
2.2 Registration on the Pro-Motor Database 
Pro-Motor builds a database of Advertisees who desire to carry an Advertisement on their vehicle. 
By executing this Agreement, the Advertisee agrees to be registered on the Pro-Motor database for a term of six years from the date that the Advertisee submits the completed Registration Form to Pro-Motor. 
The Advertisee agrees that it will remain exclusively registered to Pro-Motor for the entirety of the term. That is, not to register on another similar vehicle advertisement, driving programme or vehicle advertisement database during the six year term regardless of whether or not the Advertisee is selected to be an Accepted Advertisee. 
The Advertisee's agreement to be included in the database on an exclusive basis shall not be affected by the Advertisee's sale or loss of the Vehicle identified on the Registration Form, provided Pro-Motor is informed accordingly within a period of 28 days. 
The electronic submission of the completed Registration Form is synonymous to consent to the terms and conditions set out within this Agreement. 
Pro-motor reserves the right to remove the Advertisee from its database at any time, without notice. 
2.3 Accepted Advertisees 
Pro-Motor reserves, at its sole discretion, the right to accept the application of the Advertisee at any time during the term. 
If Pro-Motor, accepts the application of the Advertisee into a Advertising Campaign ("Accepted Advertisee"), the Accepted Advertisee agrees to have installed and to carry on the Advertisee's Vehicle, an Advertisement designated by Advertiser or by Pro-Motor, or by a third party hired nominated by Pro-Motor, for the Duration and under terms outlined in the Advertising Campaign. 
Pro-Motor shall give the Accepted Advertisee notice of the Advertising Campaign for which he/she has been accepted prior to the time of the installation of the Advertisement. 
2.4 No Employee Relationship with Pro-Motor 
This Agreement does not create an employment, agency or independent contractor relationship between the Advertisee and Pro-Motor, or between the Advertisee and the Advertiser, in connection with the registration on the database or between the Accepted Advertisee and Pro-Motor, or the Accepted Advertisee and the Advertiser, in connection with the Advertisement to be installed and carried on Accepted Advertisee's Vehicle. 
2.5 Indemnity 
Pro-Motor shall not be responsible to any finance company, hire purchase company or other person or organisation claiming possession of the Vehicle either for the costs of removing the Advertisement or for any damage caused to the Vehicle, and the Advertisee hereby indemnifies Pro-Motor against damages, costs, claims, demands, or payments which may be so demanded of Pro-Motor 
2.6 Waiver 
The failure by Pro-Motor to enforce at any time or for any period any one or more of the terms and conditions of this agreement shall not be a waiver of its rights nor prejudice the future enforcement of all terms and conditions of the agreement. 
3. ADVERTISEE/ACCEPTED ADVERTISEE REPRESENTATIONS. 
The Advertisee/Accepted Advertisee represents and warrants as follows: 
3.1 All information submitted by the Advertisee in the Registration Form is true and correct. 
3.2 The Advertisee/Accepted Advertisee has full authority to enter into this Agreement and has received all necessary consents from Lien Holders. 
3.3 The Advertisee/Accepted Advertisee is the legally entitled to operate and use the Vehicle to comply with all the terms of this Agreement, and has the irrevocable consent of all persons with any legal interest in Pro-Motor including, but not limited to, the Vehicle owner, joint owner, or lessee of the Vehicle and any Bank, Lender or Finance Company. 
3.4 The Advertisee/Accepted Advertisee has never received any convictions for any drink driving offence (all penalty codes prefixed DR), and, similarly, has received no convictions for causing death/manslaughter/culpable homicide by dangerous driving (penalty codes DD60, DD80, CD40, CD50, CD60, CD70, any DR prefix). 
3.4.1 The Advertisee/Accepted Advertisee certifies that to their knowledge there are no convictions pending which may prevent them from participation or, at a later date, prevent them from participation in an Advertising Campaign. The Advertisee agrees to notify Pro-Motor of any pending convictions after date of submission of Registration Form. 
3.5 The Advertisee/Accepted Advertisee, when selected for a Advertising Campaign, agrees to have a valid roadworthiness certificate (MoT) and valid Road Tax disc for the Vehicle. 
3.5.1 The Advertisee/Accepted Advertisee, when selected for an Advertising Campaign, shall maintain minimum liability insurance for the vehicle as required by law. If required by the Advertisee's insurance company, the Advertisee shall notify his/her insurance company of this Agreement and of the installation of the Advertisement. Neither Pro-Motor nor the Advertiser shall have any responsibility for any change in the Advertisee's insurance provisions caused by this Agreement. 
3.6 The Advertisee/Accepted Advertisee will inform Pro-Motor immediately of any change or changes, alterations or modifications made to the Vehicle or Vehicle ownership and of any change to motor insurance details. 
3.7 The Advertisee will inform Pro-Motor of any driving convictions that they may incur during the Term within 28 days of the said conviction. 
3.7 The Advertisee/Accepted Advertisee agrees to pay all taxes on all payments and benefits arising to the Advertisee/Accepted Advertisee under this Agreement. 
3.8 The Advertisee/Accepted Advertisee represents that the information on the Registration Form is accurate, particularly as to the mileage that the Advertisee/Accepted Advertisee's Vehicle is driven monthly, and as to the general driving habits that the Advertisee/Accepted Advertisee performs in the Vehicle, and that the Advertisee/Accepted Advertisee does not anticipate any change in that information during the Term of this Agreement. Pro-Motor does not require that the Advertisee/Accepted Advertisee change the Advertisee/Accepted Advertisee's driving habits. The Advertisee/Accepted Advertisee understands that if the Advertisee/Accepted Advertisee has made any misrepresentation on the Registration Form or if the Advertisee/Accepted Advertisee fails to notify Company of any change in the information on the Registration Form, then the Advertisee/Accepted Advertisee will have materially breached this Agreement and Pro-Motor shall be entitled to terminate this Agreement forthwith and pursue all possible legal remedies against the Advertisee/Accepted Advertisee. 
4. LIMITED REFUSAL OF ADVERTISEMENT. 
 
For the purpose of the Advertising Campaign, an Accepted Advertisee maintains the right to refuse an Advertisement or an Advertising Campaign knowing that they may be removed from the Pro-Motor database and excluded from further participation in future Advertising Campaigns, except where such refusal has been expressed in writing in advance. 
5. ADVERTISEE/ACCEPTED ADVERTISEE'S DUTIES. 
 
5.1 Installation and Removal of Advertisements 
5.1.1 On the time, date and location specified by Pro-Motor, the Accepted Advertisee shall make the Vehicle available for installation and/or for the removal of the Advertisement. 
5.1.2 The Advertisement is and shall remain the property of Pro-Motor 
5.1.3 The Accepted Advertisee shall deliver the Vehicle to the Graphic applicator in a clean condition. 
5.1.4 The Accepted Advertisee shall not remove or in any way tamper with the Advertisement. The Accepted Advertisee's removal of the Advertisement will void all warranties and obligations of Pro-Motor and the Advertisement manufacturer or supplier. 
5.2 Maintenance 
At all times throughout the Duration, the Accepted Advertisee shall, at the Accepted Advertisee's own expense: 
5.2.1 Maintain all financial payments to and meet all other requirements by any Lien Holder. 
5.2.2 Keep and maintain the Vehicle in a clean condition, prominent position, and maintain the Advertisement in as attractive a condition as when initially installed. 
5.2.3 Keep and maintain the Vehicle in good working order. 
5.2.4 Make all efforts to ensure that the Advertisement can always be seen, and is never covered by snow, dirt or in any other way. 
5.2.5 Immediately notify Pro-Motor if the Advertisement is defaced, soiled or peeling off and shall schedule and keep an appointment to have the Advertisement repaired or replaced. Replacement or repair of the Advertisement shall only be completed by Graphic Applicators nominated by Pro-Motor 
5.2.5 Immediately notify Pro-Motor in the event of an accident involving damage to the Vehicle body or windows and schedule an appointment with an Examiner for an inspection. The Company's duty to pay the Accepted Advertisee shall be suspended from the time of the accident until the Vehicle and the Advertisement are repaired, or, until the Vehicle is replaced and a new Advertisement is installed. 
5.3 Replacement Vehicle 
If during the Term, the Advertisee replaces the Vehicle with another Vehicle for any reason, then the Advertisee shall immediately inform Pro-Motor and provide the information set forth in the Registration Form with regard to the replacement vehicle. The replacement vehicle will then become the Vehicle for the purposes of this Agreement. 
5.4 Right to Designate New Advertisement 
At anytime during the Term of this Agreement, the Advertiser may designate new Advertisements to be installed on the Accepted Advertisee's Vehicle for a period of time up to and including the end of the Term. The Accepted Advertisee shall comply with clause 5.1.1. 
5.5 Behaviour 
The Accepted Advertisee shall drive and act in a responsible manner and not do anything to put at risk Pro-Motor and/or the Advertiser. 
5.6 Parking 
To Accepted Advertisee will make every effort, at work and at home, to park the Vehicle in a clearly visible location on a main road and not in an enclosed structure or enclosed driveway. 
5.7 Inspection 
The Accepted Advertisee shall present the Vehicle to the Examiner for inspection once every calendar month from the date of installation. The Examiner, shall inspect the Vehicle and the Advertisement and note the date and the mileage of the Vehicle and collect the Accepted Advertisee’s completed Travel History form. The Vehicle mileage shall be noted and used for the business purposes of Pro-Motor, such as verifying the information given on the Registration Form and for market research by Pro-Motor. Pro-Motor reserve the right to not send an Examiner, and are not obliged to carry out monthly inspections. 
5.8 Registration Form is Material Term 
The Advertisee understands that the information given on the Registration Form is important to Pro-Motor and material to this Agreement. The Advertisee shall immediately give the Company notice of any changes to the information requested in the Registration Form, particularly any changes in home address and work address and number of miles driven annually. 
6. COMPANY'S DUTIES. 
6.1. Payment 
6.1.1 Payment on a monthly basis providing Accepted Advertisee conforms with all terms of this agreement throughout Duration. 
6.1.2 Pro-Motor shall make payment to the Accepted Advertisee pro rata as described below, and only for such time as the Advertisement is affixed to the Vehicle, and the Vehicle and the Advertisement are properly maintained as set forth in section 5 of this Agreement. 
6.1.3 Upon installation Pro-Motor will provide instructions for payment procedures, a reprise of the Accepted Advertisee's responsibilities, a copy of this Agreement and contact information. 
6.1.4 Pro-Motor reserves the right to withhold final payment until the Vehicle has been made available to Pro-Motor, and the Advertisement has been removed by the Company's nominated operator. 
6.2 Damage to Vehicle 
6.2.1 At the conclusion of each Duration, Pro-Motor shall remove the Advertisement and restore only the parts of the Vehicle previously covered by the Advertisement to the condition it was in at the time of installation (subject to fair wear and tear, and ageing). 
6.2.2 Pro-Motor reserves the right to refuse payment to the Accepted Advertisee during such time that the Vehicle is damaged and/or undergoing mechanical repairs, or is unavailable for any other reason. Payments will only recommence on receipt by Pro-Motor of satisfactory proof of completed repair. 
7. Removal from Database 
Pro-Motor reserves the right to remove the Advertisee/Accepted Advertisee from the Pro-Motor database at any time and without notice. 
8. Notices 
All notices required by or to be given pursuant to this Agreement shall be in Writing and either personally served on the other party or delivered to the other party by mail or e-mail at their respective addresses as set forth above for Pro-Motor and on the Registration Form for the Advertisee/Accepted Advertisee. Both parties shall immediately notify the other if either changes its address for notification purposes. 
9. Opportunity for Legal Advice 
The Advertisee has had a legal advisor review this Agreement or has had the opportunity to consult with a legal advisor to review this Agreement. 
10. Governing Law 
This Agreement will be governed by and construed in accordance with the laws of England and Wales. 
11. Arbitration 
In the event of a dispute between the parties to this contract, it is agreed that the dispute shall be referred to a single arbitrator in London nominated (failing agreement on nomination between the parties) by the President for the time being of the Law Society. The decision of the arbitrator shall be binding upon the parties and may be entered as a judgement in any court of competent jurisdiction. 
12. Entire Agreement 
This Agreement, when accepted by the Advertisee upon submission of the Registration Form, and the Accepted Advertisee’s Contract when signed, sets forth the entire agreement of the parties with regard to the subject matter hereof. No other representations, warranties or agreements have been made by either party to the other with respect to the subject matter hereof. 
13. Severability 
If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect.  If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).  
14. Limitation on Liability and Indemnity 
ADVERTISEE AND/OR ACCEPTED ADVERTISEE AGREE(S) TO INDEMNIFY, DEFEND AND HOLD HARMLESS PRO-MOTOR, AND ITS OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, SUITS, CAUSES OF ACTION, JUDGEMENTS, COSTS, OR EXPENSES (INCLUDING COURT COSTS AND REASONABLE LEGAL FEES PAYABLE AS INCURRED) OF WHATEVER KIND OR NATURE ARISING FROM, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE ADVERTISEMENT, THE ADVERTISING CAMPAIGN OR ANY DAMAGE OR INJURY, OF WHATEVER KIND OR NATURE, ALLEGED TO BE SUFFERED OR SUFFERED BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO, ANY FINES, PENALTIES, COMPENSATORY OR PUNITIVE DAMAGES. IN THE EVENT THAT ANY CLAIM AGAINST THE COMPANY IS UPHELD, THE AMOUNT OF DAMAGES WHICH THE COMPANY SHALL BE LIABLE TO PAY SHALL IN NO CIRCUMSTANCES EXCEED THE SUM OF £500