Advertiser Terms
These terms ("Standard Terms") and the Customer Order Confirmation Form ("Order Form") form the "Contract". In the event of any inconsistency between the Order Form and the Standard Terms, the latter shall prevail. "Advertisement(s)" means the message or other content transmitted with the Listings Details; “Commencement Date” means the date on which provision of the Service will commence.
We will endeavour to commence provision of the Service within 30 working days from the date of signature of the Order Form; "Customer" means the person in the Customer Information part of the Order Form; "End-User" means an end-user of a Service; "Law" means any law, statute, subordinate legislation, direction, guideline, code (whether having the force of law or not) of any governmental or regulatory authority or agency as amended from time to time; "Listings Details" means the relevant search criteria set out in the Order Form used to trigger a Transmission in response to a given End-User search and the details for the Advertisement to be Transmitted accordingly; "Service" means the service identified in the Order Form operated by Company to provide for the relevant Transmission via voice directory enquiry service, text message or website(s) operated by the Company; "Term" means, unless stated otherwise in the Order Form, a period of 12 calendar months from the Commencement Date; "Transmitted/Transmission" means the transmission of the Advertisement(s) via the Service (whether or not such transmission is completed) to an End-User in response to the relevant search criteria contained in the Listings Details.
1. ACCEPTANCE OF ADVERTISEMENTS(1.1) Customer accepts the Contract which is non-cancellable and will become binding upon Customer signing the Order Form. Provision of the Service will commence on the Commencement Date and, unless terminated earlier in accordance with these terms, will continue in force and effect for the Term
(1.2) Advertisements will only be Transmitted if approved by Company which reserves the right, to reject, cancel or remove any Advertisement from the Service. Acceptance/Transmission does not constitute acceptance that an Advertisement complies with the Contract nor a waiver of Company's rights hereunder or at law. Company reserves the right to do anything in respect of a Transmission (including editing, non-Transmission, delayed Transmission or removal from the Service thereof) which is considered unsuitable or to contravene any Law, without liability to Customer. Company will (where permitted) advise Customer of action taken above. If an Advertisement is deemed unsuitable, Company shall notify Customer who shall supply an alternative Advertisement at its own cost no later than 5 clear working days prior to the commencement of the Term.
(1.3) Company shall not be held responsible for any changes in, deletions from, delay in Transmission or withdrawal of any Advertisement required by any competent authority.
(2.1) Placement and layout of Advertisements is subject to variation. Times, positions, transmission dates, posting figures and listings details are not guaranteed. Company shall not be liable for failure to Transmit all/part of an Advertisement or for any error in an Advertisement which has been or is scheduled to be Transmitted. The Service is only available to those End-Users making an enquiry to Company subject to the End-User terms of use. Transmissions are dependent on network issues that are beyond Company's direct control and so Company does not guarantee and will not be liable for any non, partial or delayed Transmissions. No protection or guarantee against proximity of competitive product or provider via the Service is given.
(2.2) If a Transmission is restricted or prevented by Law or reason beyond Company's control, Company may forthwith terminate this Contract and claim Fees due to it.
(2.3) Customer grants Company a royalty free, non-exclusive licence to use its names, logos and Advertisement content to perform this Contract. All intellectual property or other rights in or to the Service or End-User data shall remain vested in Company and/or its licensors as relevant.
(2.4) Customer shall be entitled to make up to four (4) changes to its Advertisements. Should Customer request in excess of four (4) changes to its Advertisements to be made Company reserves the right to charge an administration fee (currently £100) per alteration.
(3.1) Customer shall pay to Company the fees ("Fees") in accordance with the Order Form in full and without deduction. All payments and Fees are stated exclusive of value added tax and all other similar taxes and duties payable unless otherwise specified in the Order Form in respect of such payments.
(3.2) Deposits shall be paid in immediately in cleared sterling funds on the date of signature of the Order Form. The remaining instalments shall be paid on the 20th day of the months specified in the Order Form or on such other date as may be reasonably practicable. Company shall provide prior written warning at least 10 days prior to 1st instalment collection
(3.3) If Customer fails to pay the full amount by the due date, Company shall be entitled (without limitation to any other rights or remedies that it may have) to: (i) terminate or suspend this Contract forthwith; and/or (ii) charge interest up to the date of actual payment after as well as before judgment at the rate under the Late Payment of Commercial Debts (Interest) Act 1998 (the "Act"), together with fixed sum compensation under the Act to accrue on a daily basis, compounded quarterly. Customer will be liable for all expenses (including legal fees) incurred by Company in collecting overdue Fees or other amounts.
(4.1) Neither party shall be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for any economic losses (including, loss of revenues or profits, contracts, business or anticipated savings), loss of goodwill or reputation or any indirect or consequential losses suffered or incurred by the other arising out of or in connection with any matter under this Contract. The aggregate liability of the Company in respect of any loss or damage suffered by the Customer arising out of or in connection with this Contract in any other way, shall not exceed the Fees actually paid by the Customer to the Company in the preceding 12 months. Nothing in this clause shall limit either party's liability for death or personal injury resulting from it's negligence or for fraud. Without limiting the foregoing Company shall have no liability for any failure or delay affecting production or Transmission of the Service and any Advertisements incorporated in it, in any manner where such failure or delay results from any condition or event beyond the control of the Company.
(4.2) Customer represents, warrants and undertakes that: (i) it has the power and authority to enter into the Contract and grant all rights granted and fully perform its obligations hereunder; (ii) neither the Advertisement(s) nor the permitted use by Company will: (a) infringe the rights of any third party or any other agreements; (b) be defamatory or offensive in any way; or (c) be prejudicial to the reputation of Company; (iii) all Advertisements will comply with all applicable Law (including, without limitation, in respect of any competitions, prizes, offers or promotions contained in an Advertisement) and that, in the event that Customer offers any competition, prize, offer or promotion via the Service, it will ensure that all applicable restrictions and terms and conditions are appropriately communicated to End Users; (iv) Customer shall have or will have obtained prior to Transmission all necessary rights, consents, clearances and waivers in relation to the Advertisements to enable Company to Transmit; (v) no Advertisement will constitute an invitation or inducement to engage in investment activity within the meaning of the Financial Services and Markets Act 2000; (vi) all information provided by it to Company shall be accurate and up to date; (vii) it is registered under and shall comply with all relevant requirements of the Data Protection Act 1998 and other applicable Laws in relation to processing personal data; and (viii) it shall be solely responsible for any correspondence and contract with any End-Users or other person in respect of any Advertisement or its subject matter including fulfilment of all offers, and orders and Company shall not have any liability in relation to the same, (viii) where any Advertisement contains an offer or other promotion which does not specify an end date the Customer will honour such offer or promotion for a period of no less than 3 calendar months.
(4.3) Customer indemnifies and shall indemnify Company on demand from and against any and all losses, demands, claims, damages, costs, expenses (including reasonable legal expenses) and liabilities ("Losses") suffered or incurred directly or indirectly by Company in consequence of: (i) breach by Customer of this Contract; (ii) breach of a warranty at 4.2; or (iii) any claim arising from the content of a Transmission or Advertisement save to the extent that such Losses were caused by negligence, breach or fraud of Company. This Clause will survive termination of the Contract.
(5.1) Either party may terminate this Contract and require payment of any Fees due (without prejudice to other rights and remedies) on notice to the other (the "Defaulting Party") if: (i) the Defaulting Party commits a material breach of this Contract and if the breach is capable of remedy, fails to remedy it during the period of 30 days starting on the date of receipt of notice from the other of such breach. For the avoidance of doubt, the parties acknowledge and accept that any failure on the part of the Company to commence provision of the Service within 30 working days from the date of signature of the Order Form shall not constitute an irremediable breach; or (ii) the Defaulting Party becomes insolvent, proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up (except for a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional liquidators/interim receivers or special managers); it shall otherwise propose or enter into any arrangement with its creditors or any class of them or if it ceases or threatens to cease to carry on business.
(5.2) Neither party shall without the consent of the other at any time use or disclose to any person, except to its professional representatives or advisers or as required by Law or relevant authority, the terms or existence of this Contract or any confidential information about the business of the other which now or in the future come to its knowledge including, without limitation, making any press release or other public announcement (save that nothing in this clause shall limit Company's right to publicise the Service or to use the Advertisements in case-studies for marketing purposes). This Clause 5.2 shall survive termination.
(5.3) Nothing herein shall create a partnership or joint venture or authorise either party to act as agent for the other. No party shall have authority to act in the name of, bind the other or imply any such relationship unless agreed between the parties. This Contract constitutes the entire agreement and understanding of the parties and supersedes any previous agreement or arrangement between them relating to the subject matter of this Contract. Notices shall be in writing and served by hand, prepaid, recorded or special delivery post to the relevant addressee as per the Order Form. A court finding of invalidity or unenforceability of any provision of this Contract shall not affect the other provisions which shall remain in full force. Failure to exercise or delay in exercising a right or remedy does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. This Contract shall be governed by and construed in accordance with the laws of England and Wales and the exclusive jurisdiction of the English courts .The Company reserves the right change the Contract or Service. Where possible, Company shall give Customer prior notice of such change. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Contract. Neither party may declare itself a trustee of the rights under this Contract for the benefit of any third party.
