Terms & Conditions

Standard Terms and Conditions of Infoserve Ltd with Customers

Thank you for using Infoserve Ltd! We take our responsibilities to our customers very seriously and these terms and conditions below govern your access to and use of the Infoserve Website and Services, so it is important that you read them carefully before using the Services.

Website use

  1. Acceptance of Terms

    1. By accessing any part of this Website, you shall be deemed to have read and accepted the terms of this legal notice in full. If you do not accept the terms of this legal notice in full, you should leave this Website.
    2. The Owner may revise this legal notice at any time by updating this posting. You should check this Website from time to time to review the then current legal notice because it is binding on you. Certain provisions of this legal notice may be amended or superseded by expressly designated legal notices or terms located on particular pages at this Website.
  2. Visitor Material and Conduct

    1. You are prohibited from posting or transmitting to or from this Website any material:
      1. that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
      2. for which you have not obtained all necessary licences and/or approvals; or
      3. which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; or
      4. which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
      5. which injures any third party and/or their intellectual property rights.
    2. You may not misuse the Website (including, without limitation, by hacking).
    3. The Owner shall fully co-operate with any law enforcement authorities or court order requesting or directing the Owner to disclose the identity or locate anyone posting or transmitting any material in breach of clause 2.1 or clause 2.2 above.
    4. The Owner shall have the right (at its absolute discretion and without obligation to provide notice of any kind) to remove and/or delete any material posted or transmitted to the Website which it believes at its absolute discretion falls within the categories described in clause 2.1 above.
  3. Copyright and Permitted Use

    1. Unless otherwise stated, the copyright and other intellectual property rights in this Website are owned by the Owner or its licensors and use of extracts from this Website is prohibited. If you breach any of the terms in this legal notice, your permission to use this Website automatically terminates and you must immediately destroy any extracts downloaded or printed from this Website.
  4. Service Access

    1. Unless otherwise stated, the copyright and other intellectual property rights in this Website are owned by the Owner or its licensors and use of extracts from this Website is prohibited. If you breach any of the terms in this legal notice, your permission to use this Website automatically terminates and you must immediately destroy any extracts downloaded or printed from this Website.
  5. Liability

    1. the owner, the owner’s licensors, any other party (whether or not involved in creating, producing, maintaining or delivering this website), and any of the owner’s officers, directors, employees or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this website in any way or in connection with the use, inability to use any websites linked to this website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this website or your downloading of any material from this website or any websites linked to this website.
    2. Nothing in this legal notice shall exclude or limit the Owner’s liability for:
      1. death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977); or
      2. fraud; or
      3. any liability which cannot be excluded or limited under applicable law.
  6. Contracts (Rights of Third Parties) Act 1999

    1. Nothing in this agreement is intended to confer rights to any person or company not party to it and the provisions of the Contracts (Rights of Third Parties) Act 1999 are hereby expressly excluded.
  7. Governing Law and Jurisdiction

    1. This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English courts.

The Services

  1. Services

    1. The Infoserve Ltd managed marketing services and products are owned and operated by Infoserve Ltd and are hereafter known as the ‘Services’.
    2. Any work provided by Infoserve Ltd such as the building of web pages, listing, social media package, PPC account set up or otherwise will be subject to a charge. These charges will be subject to VAT at the prevailing rate.
    3. Enhanced listing options allow you to appear above the Basic Listings given matching search criteria in a list of search results in response to a search made by a user of the site(s).
    4. The Listings and other Services may be eligible for renewal: renewal dates will be based on the ‘date or purchase’, which is the commencement date on your first invoice. You may, by advance notice to Infoserve Ltd, choose not to renew this agreement upon the renewal date.
    5. On the placing of an order, images and information required to produce the necessary work must be provided by the customer. Failure to meet requests to supply this information will not prejudice the charges. All charges made by Infoserve Ltd are subject to VAT at the prevailing rate.
    6. We reserve the right in our sole discretion to add, delete or change some or all of the Services offered by Infoserve Ltd including all or any aspects of the site(s) at any time without notice to you.
    7. Infoserve Ltd reserves the right to vary its prices without notice to you.
    8. Infoserve Ltd works to Service Level Agreements (SLAs) for all services. Our SLAs describe the estimated service level provided (time expected to complete order) with each service, providing all relevant information and images are supplied by the customer. Due to occasional circumstances out of our control, Infoserve reserve the right to change an SLA at any time. Our SLAs are: Yahoo!Local: 36 hours; FLi: 72 hours; Cityvisitor: 48 hours; SIV: 72 hours; Bing Places: 4 weeks; Google+ (Basic/Premium): two weeks from acquisition of correct information; Facebook: two weeks from acquisition of correct information; Twitter: two weeks from acquisition of correct information; YouTube: two weeks from acquisition of correct information; PPC account set up: one week; PPC reports: same day if requested before 3.30pm; PPC keyword/ad changes: 24 hours; KWM: seven days (including reports and insertion); eStarts: seven days (upon receipt of all information).
  2. Payment

    1. By placing an order with Infoserve Ltd you are committed to payment in full and accept these terms and conditions in respect of your chosen service.
    2. Payments can be made by credit or debit card, electronic transfer and cheque. Any other form of payment must be agreed by prior arrangement. All charges for Services ordered via telephone or online are payable in advance to Infoserve Ltd via our payment provider.
    3. Any leniency by Infoserve Ltd, with respect to the payment period, is entirely at its discretion.
    4. If you should at any time fail to make timely payment, Infoserve Ltd is entitled to charge interest on the amounts due with an interest rate of 3% per annum over the Bank of England base rate.
  3. Exclusions and Limitations of Liability

    1. We use our reasonable skill and care in operating the site(s) and in providing the Services. Whilst we endeavour to provide an exemplary service however we make no representation and exclude any warranty, express or implied, as to the availability, quality, accuracy, timeliness, completeness, performance or fitness of the site(s) or the Services. The site(s) is provided on an “as is” and “as available” basis and we do not warrant that you or any users will be able to access the site(s) at all times or that it will be absolutely secure, uninterrupted or free from infection and viruses. We will not be responsible for your failure to provide services as a result of your inclusion on the site, for errors that relate to the provision of your services, or for technical problems that may hinder the efficiency of the site(s).
    2. Except in the event of death or personal injury caused by our negligent acts or omissions, we shall not be liable in any way for any damages arising in contract, tort or otherwise in respect of loss or damage arising out of or in connection with this contract or operation of, or your use of the site(s) and/or the Services. In no event will we be liable for any direct, indirect or consequential damages in contract or tort, including loss of profit, loss or damage to property or relating to claims made by third parties. You should not take any step or act based on your ownership of the domain name until you have received legal confirmation from the relevant registry body that you are the registered owner and that domain name.
    3. We give no assurances as to the online positioning and prominence of the site(s) within an individual Internet portal site or any such third party sites.
    4. Infoserve Ltd does not guarantee that it will be able to secure IP addresses, IP ranges or domain names on your behalf and acceptance of Infoserve Ltd of your order form shall not give rise to any such warranty in respect of the details appearing on the order form. Infoserve Ltd is not notified as to whether or not attempts to secure addresses, ranges or domain names have been successful and it is your responsibility to establish whether or not they have been so secured. No warranty is given that once secured you will be permitted to retain such addresses, ranges or domain names.
    5. If Infoserve Ltd is unable to register the domain name you want, Infoserve Ltd will seek to secure an alternative name of your choosing. If the alternative name cannot be secured, Infoserve Ltd will, upon receipt of your written request, repay to you all charges payable by you as relate to registration of the domain name. No payment will be given in circumstances where the domain name is registered and is subsequently removed for any reason beyond Infoserve’s control.
    6. If another customer offering similar services to you has already registered an enhanced listing prior to your registration, Infoserve Ltd can guarantee only that your entry will appear above basic listings, which appear on the site(s).
  4. Indemnity

    1. You hereby agree to indemnify, defend and hold us harmless for all liability, claims, damages and costs, including reasonable legal fees, arising out of or in connection with a breach of your obligations, representations and warranties in respect of information provided by you in connection with the services as provided in this agreement.
  5. Terms and Termination

    1. The products are provided for an initial period as agreed for your chosen Service. If you cancel any Service other than at the end of the agreed period, Infoserve Ltd will not refund any payments made in respect of the remainder of the period. You may, by advance notice to Infoserve Ltd, choose not to renew this agreement upon the renewal date.
  6. Governing Law and Jurisdiction

    1. These terms shall be governed by and interpreted in accordance with English law, including English Conflict or Laws.
    2. The parties irrevocably agree that the courts of England shall (subject to the paragraph below) have exclusive jurisdiction to settle any dispute, which may arise out of, under, or in connection with these terms and conditions.
    3. For our exclusive benefit, we shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these terms are entered into in the course of your trade or profession, the country of your principal place of business.

Yahoo! Local Advertising

  1. Interpretation

    1. The definitions and rules of interpretation in this clause apply in these terms and conditions “(Conditions)”.
      1. “Agreed Position” means the agreed position of the Sponsored Link on the Site, being either of the top two links appearing at the top of the web page, or either of the bottom two links appearing at the foot of the web page;
      2. “Commencement Date” means the later of the anticipated commencement date stated on the Order Form and the date the Sponsored Link Information appears on the site;
      3. “Contract” means the Customer’s purchase order and the Supplier’s acceptance of it on the Order Form, or the Customer’s acceptance of the Order Form for the provision of Services by the Supplier under Condition 2.2;
      4. “Customer” means the business person, firm or company who purchases Services from the Supplier, who will in all cases not be acting as be acting as a consumer;
      5. “Fee” means the charges payable by the Customer to the Supplier under the Contract in consideration of the provision of the Services plus VAT, which the Supplier shall add to its invoices at the appropriate rate.;
      6. “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get–up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know–how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
      7. “Location Search Phrase” means the keyword and geographic location agreed with the Customer on the Order Form, which when inputted by a user produces the Sponsored Link;
      8. “Order Form” means the sales order form issued by the Supplier to the Customer;
      9. “Services” means the advertising and related production and administration services provided, or to be provided, by the Supplier under the Contract, including without limitation those services more particularly set out in clause 4.1, together with any other services which the Supplier provides or agrees to provide to the Customer;
      10. “Site” means the official Yahoo! Local website (http://uk.yahoo.com) operated by Yahoo!, or such other website as may be substituted by Yahoo! in its discretion;
      11. “Sponsored Link” means an advertisement (also known as a ‘featured listing’) that is served on the Site in relation to a search request by a user, and which is paid for by a Customer and which includes the Sponsored Link Information;
      12. “Sponsored Link Information” means the information (including, the data, information, details, titles, descriptions, URLs or other content) that is displayed in connection with a Sponsored Link;
      13. “Supplier” means Infoserve Ltd whose registered office is at South Side Aviation, Leeds Bradford International Airport, Leeds, LS19 7UG with registered company number 3867903;
      14. “Term” means the fixed term period of three, six or twelve months from the Commencement Date;
      15. “Yahoo!” means Overture Search Services (Ireland) Limited, a company registered in Ireland (company number 63450230) whose registered office is at 25/28 North Wall Quay, Dublin 1, Ireland, trading as “Yahoo! Search Marketing”
    2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
    3. Words in the singular shall include the plural and vice versa.
    4. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re–enactment and includes any subordinate legislation for the time being in force made under it.
  2. Application of Conditions

    1. These Conditions shall:
      1. apply to and be incorporated into the Contract; and
      2. prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.
      3. The Customer’s purchase order, or the Customer’s acceptance of a quotation for Services by the Supplier, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than:
      4. on the Order Form issued and executed by the Supplier; or
      5. (if earlier) by the Supplier starting to provide the Services, when a contract for the supply and purchase of those Services on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract. The Supplier shall be under no obligation to enter into a Contract with any Customer or prospective customer.
    2. Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with Condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it.
  3. Commencement and Durations

    1. The Services supplied under the Contract shall be provided by the Supplier to the Customer from the Commencement Date. In the event of delay caused by the negligence of the Supplier the Commencement Date shall be the date the Sponsored Links Information first appears on the Site.
    2. The Services supplied under the Contract shall continue to be supplied for a fixed term of three, six or twelve months from the Commencement Date unless the Contract is terminated otherwise in accordance with these Conditions.
  4. Supplier’s Obligations

    1. In consideration of the payment of the Fee, the Supplier shall use reasonable endeavours to have the Customer’s Sponsored Link served in the Agreed Position on the Site incorporating the Sponsored Link Information for the Term upon input of the Location Search Phrase.
    2. The Supplier shall take reasonable steps to ensure that the Sponsored Links Information and any other information disclosed to it in relation to the Contract is held secure and confidential throughout the period it is held in its possession, power or custody during the Term.
  5. Customer’s Obligations

    1. The Customer Shall:
      1. provide all Sponsored Link Information and related information as the Supplier may request in such manner and in such data format as requested by the Supplier, to ensure that it can be uploaded by Yahoo! for serving on the Site;
      2. ensure that at all times during the Term the use or display of its Sponsored Links shall not contravene any applicable criminal or civil laws, regulations or mandatory codes of practice, nor breach any Intellectual Property Rights or other rights of any third party;
      3. The Customer shall take reasonable steps to ensure that any technical, business or commercial know–how and any other information disclosed to it in relation to the Contract by the Supplier shall be held secure and confidential throughout the period it is held in the Customer’s possession, power or custody during the Term and for three years thereafter.
      4. co-operate with the Supplier in all matters relating to the Services and pay the Fees promptly.
  6. Fees and Payment

    1. By placing an order you are committed to payment in full on production of the order and accept these terms and conditions in respect of your chosen service.
    2. Payments can be made by credit or debit card, electronic transfer and cheque. Any other form of payment must be agreed by prior arrangement.
    3. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:
      1. charge interest on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Royal Bank of Scotland, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
      2. suspend all Services until payment has been made in full.
      3. The Customer acknowledges that the Fee they are agreeing to pay inconsideration for the Services constitutes up to 65% production and administration costs and the remainder representing advertising costs. In the event that the Customer cancels the contract prior to the Commencement Date, the Customer shall pay all reasonably incurred production and administration costs as calculated by the Supplier, up to an amount representing 65% of the Fee. The Supplier shall submit an invoice to the Customer and the Customer shall pay the invoice in full and cleared funds immediately on receipt.
    4. Time for payment shall be of the essence of the Contract.
    5. All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This Condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
  7. Intellectual Property Rights

    1. All Intellectual Property Rights in the Sponsored Links Information shall remain vested in the Customer. The Customer grants the Supplier and Yahoo! a personal royalty–free licence during the Term on a royalty–free, non–exclusive, worldwide basis to use the Sponsored Links Information to such extent as is necessary to enable the Customer to make reasonable use of the Services.
  8. Interruption Or Cessation Of Service By Yahoo!

    1. Notwithstanding any other provision in these Conditions the Customer acknowledges:
      1. that neither Yahoo! nor the Supplier guarantees (a) that there will be a local search tab from the Yahoo! homepage to the Site at all or any time during the Term, (b) that the Site will be published either on an uninterrupted basis during the Term or at all, or that any alternative Yahoo!Local or Yahoo! company site will be published, or (c) any particular format of publication on the Site; and
      2. that consequently the Supplier shall not be in breach of this Contract in the circumstances envisaged by clause 8.1.1.
    2. In the event that the Site is offline for any period or periods not exceeding 24 hours in aggregate during any month, or the Sponsored Link is not located at the Agreed Position for such period no compensation shall be payable to the Customer.
    3. In the event that the Site is offline for longer period or periods not exceeding one (1) month, or the Sponsored Link is not in the Agreed Position for such a period, the Customer may, as its sole remedy, by notice require the provision of Services from the Supplier at the end of the Term free of charge for a period equal to the period the Site has been offline or the Sponsored Link has not been in the Agreed Position.
    4. In the event that the Site is offline for a period or periods exceeding one (1) month or the Sponsored Link is not in the Agreed Position for such a period, the contract will continue without payment of compensation, unless the Customer elects during any such period when the Site is offline or the Sponsored Link is not in the Agreed Position, to terminate the Contract by giving notice in writing to the Supplier, whereupon the Supplier will refund the Customer within 14 days a sum representing that part of the Fee that is attributable to the unexpired period of the Term down to the end of the Term, in full and final satisfaction of all claims against the Supplier.
  9. Limitation of Liability

    1. Subject to Condition 5.3, this Condition sets out the entire financial liability of the either party (including any liability for the acts or omissions of its employees, agents and sub–contractors) to the other in respect of:
      1. any breach of the Contract;
      2. any use made by the other of the Services or any part of them; and
      3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
    2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    3. Nothing in these Conditions limits or excludes the liability of either party:
      1. for death or personal injury resulting from negligence; or
      2. for any damage or liability incurred by one party as a result of fraud or fraudulent misrepresentation by the other; or
    4. Subject to Condition 5 .3 the total liability of either party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to a sum equal to the Fee.
  10. Data Protection

    1. The Customer acknowledges and agrees that details of the Sponsored Link Information will be submitted to Yahoo! and that personal data will be processed by and on behalf of the Supplier in connection with the Services.
  11. Termination

    1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than 7 days’ written notice on giving notice to the other if:
      1. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach; or
      2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding–up order of the other party; or
      3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
      4. a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets;
    2. On termination of the Contract for any reason:
      1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; and
      2. the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
    3. The Supplier may immediately terminate this Contract without cause upon giving 7 days’ written notice to the Customer. In this event, the Supplier will refund the Customer within 14 days a sum representing that part of the Fee that is attributable to the unexpired period of the Term in full and final satisfaction of all claims against the Supplier.
  12. Variation

    1. No variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties..
  13. Waiver

    1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
  14. Severance

    1. If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
  15. Status of Pre–Contractual Statements

    1. Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract, save in respect of fraud.
  16. Notices

    1. Any notice given under this Contract shall be in writing, sent to the registered office of the relevant party (or such other address as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre–paid, first– class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre–paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this Condition 16 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
  17. Governing Law and Jurisdication

    1. The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
    2. The parties irrevocably agree that the courts of England and Wales shall have non–exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.

Business Directory Listings

  1. Interpretation

    1. The definitions and rules of interpretation in this clause apply in these terms and conditions “(Conditions)”.
      1. “Agreed Position” means the agreed position of the Sponsored Link on the Site, being either of the top two links appearing at the top of the web page, or either of the bottom two links appearing at the foot of the web page;
      2. “Commencement Date” means the later of the anticipated commencement date stated on the Order Form and the date the Sponsored Link Information appears on the site;
      3. “Contract” means the Customer’s purchase order and the Supplier’s acceptance of it on the Order Form, or the Customer’s acceptance of the Order Form for the provision of Services by the Supplier under Condition 2.2;
      4. “Customer” means the business person, firm or company who purchases Services from the Supplier, who will in all cases not be acting as be acting as a consumer;
      5. “Fee” means the charges payable by the Customer to the Supplier under the Contract in consideration of the provision of the Services plus VAT, which the Supplier shall add to its invoices at the appropriate rate.;
      6. “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get–up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know–how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
      7. “Location Search Phrase” means the keyword and geographic location agreed with the Customer on the Order Form, which when inputted by a user produces the Sponsored Link;
      8. “Order Form” means the sales order form issued by the Supplier to the Customer;
      9. “Services” means the advertising and related production and administration services provided, or to be provided, by the Supplier under the Contract, including without limitation those services more particularly set out in clause 4.1, together with any other services which the Supplier provides or agrees to provide to the Customer;
      10. “Site” means the official Yahoo! Local website (http://uk.yahoo.com) operated by Yahoo!, or such other website as may be substituted by Yahoo! in its discretion;
      11. “Sponsored Link” means an advertisement (also known as a ‘featured listing’) that is served on the Site in relation to a search request by a user, and which is paid for by a Customer and which includes the Sponsored Link Information;
      12. “Sponsored Link Information” means the information (including, the data, information, details, titles, descriptions, URLs or other content) that is displayed in connection with a Sponsored Link;
      13. “Supplier” means Infoserve Ltd whose registered office is at South Side Aviation, Leeds Bradford International Airport, Leeds, LS19 7UG with registered company number 3867903;
      14. “Term” means the fixed term period of three, six or twelve months from the Commencement Date;
      15. “Yahoo!” means Overture Search Services (Ireland) Limited, a company registered in Ireland (company number 63450230) whose registered office is at 25/28 North Wall Quay, Dublin 1, Ireland, trading as “Yahoo! Search Marketing”
    2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
    3. Words in the singular shall include the plural and vice versa.
    4. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re–enactment and includes any subordinate legislation for the time being in force made under it.
  2. Application of Conditions

    1. These Conditions shall:
      1. apply to and be incorporated into the Contract; and
      2. prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.
      3. The Customer’s purchase order, or the Customer’s acceptance of a quotation for Services by the Supplier, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than:
      4. on the Order Form issued and executed by the Supplier; or
      5. (if earlier) by the Supplier starting to provide the Services, when a contract for the supply and purchase of those Services on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract. The Supplier shall be under no obligation to enter into a Contract with any Customer or prospective customer.
    2. Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with Condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it.
  3. Commencement and Durations

    1. The Services supplied under the Contract shall be provided by the Supplier to the Customer from the Commencement Date. In the event of delay caused by the negligence of the Supplier the Commencement Date shall be the date the Sponsored Links Information first appears on the Site.
    2. The Services supplied under the Contract shall continue to be supplied for a fixed term of three, six or twelve months from the Commencement Date unless the Contract is terminated otherwise in accordance with these Conditions.
  4. Supplier’s Obligations

    1. In consideration of the payment of the Fee, the Supplier shall use reasonable endeavours to have the Customer’s Sponsored Link served in the Agreed Position on the Site incorporating the Sponsored Link Information for the Term upon input of the Location Search Phrase.
    2. The Supplier shall take reasonable steps to ensure that the Sponsored Links Information and any other information disclosed to it in relation to the Contract is held secure and confidential throughout the period it is held in its possession, power or custody during the Term.
  5. Customer’s Obligations

    1. The Customer Shall:
      1. provide all Sponsored Link Information and related information as the Supplier may request in such manner and in such data format as requested by the Supplier, to ensure that it can be uploaded by Yahoo! for serving on the Site;
      2. ensure that at all times during the Term the use or display of its Sponsored Links shall not contravene any applicable criminal or civil laws, regulations or mandatory codes of practice, nor breach any Intellectual Property Rights or other rights of any third party;
      3. The Customer shall take reasonable steps to ensure that any technical, business or commercial know–how and any other information disclosed to it in relation to the Contract by the Supplier shall be held secure and confidential throughout the period it is held in the Customer’s possession, power or custody during the Term and for three years thereafter.
      4. co-operate with the Supplier in all matters relating to the Services and pay the Fees promptly.
  6. Fees and Payment

    1. By placing an order you are committed to payment in full on production of the order and accept these terms and conditions in respect of your chosen service.
    2. Payments can be made by credit or debit card, electronic transfer and cheque. Any other form of payment must be agreed by prior arrangement.
    3. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:
      1. charge interest on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Royal Bank of Scotland, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
      2. suspend all Services until payment has been made in full.
      3. The Customer acknowledges that the Fee they are agreeing to pay inconsideration for the Services constitutes up to 65% production and administration costs and the remainder representing advertising costs. In the event that the Customer cancels the contract prior to the Commencement Date, the Customer shall pay all reasonably incurred production and administration costs as calculated by the Supplier, up to an amount representing 65% of the Fee. The Supplier shall submit an invoice to the Customer and the Customer shall pay the invoice in full and cleared funds immediately on receipt.
    4. Time for payment shall be of the essence of the Contract.
    5. All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This Condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
  7. Intellectual Property Rights

    1. All Intellectual Property Rights in the Sponsored Links Information shall remain vested in the Customer. The Customer grants the Supplier and Yahoo! a personal royalty–free licence during the Term on a royalty–free, non–exclusive, worldwide basis to use the Sponsored Links Information to such extent as is necessary to enable the Customer to make reasonable use of the Services.
  8. Interruption Or Cessation Of Service By Yahoo!

    1. Notwithstanding any other provision in these Conditions the Customer acknowledges:
      1. that neither Yahoo! nor the Supplier guarantees (a) that there will be a local search tab from the Yahoo! homepage to the Site at all or any time during the Term, (b) that the Site will be published either on an uninterrupted basis during the Term or at all, or that any alternative Yahoo!Local or Yahoo! company site will be published, or (c) any particular format of publication on the Site; and
      2. that consequently the Supplier shall not be in breach of this Contract in the circumstances envisaged by clause 8.1.1.
    2. In the event that the Site is offline for any period or periods not exceeding 24 hours in aggregate during any month, or the Sponsored Link is not located at the Agreed Position for such period no compensation shall be payable to the Customer.
    3. In the event that the Site is offline for longer period or periods not exceeding one (1) month, or the Sponsored Link is not in the Agreed Position for such a period, the Customer may, as its sole remedy, by notice require the provision of Services from the Supplier at the end of the Term free of charge for a period equal to the period the Site has been offline or the Sponsored Link has not been in the Agreed Position.
    4. In the event that the Site is offline for a period or periods exceeding one (1) month or the Sponsored Link is not in the Agreed Position for such a period, the contract will continue without payment of compensation, unless the Customer elects during any such period when the Site is offline or the Sponsored Link is not in the Agreed Position, to terminate the Contract by giving notice in writing to the Supplier, whereupon the Supplier will refund the Customer within 14 days a sum representing that part of the Fee that is attributable to the unexpired period of the Term down to the end of the Term, in full and final satisfaction of all claims against the Supplier.
  9. Limitation of Liability

    1. Subject to Condition 5.3, this Condition sets out the entire financial liability of the either party (including any liability for the acts or omissions of its employees, agents and sub–contractors) to the other in respect of:
      1. any breach of the Contract;
      2. any use made by the other of the Services or any part of them; and
      3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
    2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    3. Nothing in these Conditions limits or excludes the liability of either party:
      1. for death or personal injury resulting from negligence; or
      2. for any damage or liability incurred by one party as a result of fraud or fraudulent misrepresentation by the other; or
    4. Subject to Condition 5 .3 the total liability of either party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to a sum equal to the Fee.
  10. Data Protection

    1. The Customer acknowledges and agrees that details of the Sponsored Link Information will be submitted to Yahoo! and that personal data will be processed by and on behalf of the Supplier in connection with the Services.
  11. Termination

    1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other on giving the other not less than 7 days’ written notice on giving notice to the other if:
      1. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach; or
      2. an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding–up order of the other party; or
      3. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
      4. a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets;
    2. On termination of the Contract for any reason:
      1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; and
      2. the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
    3. The Supplier may immediately terminate this Contract without cause upon giving 7 days’ written notice to the Customer. In this event, the Supplier will refund the Customer within 14 days a sum representing that part of the Fee that is attributable to the unexpired period of the Term in full and final satisfaction of all claims against the Supplier.
  12. Variation

    1. No variation of the Contract or these Conditions shall be valid unless it is in writing and signed by or on behalf of each of the parties..
  13. Waiver

    1. A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
  14. Severance

    1. If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
  15. Status of Pre–Contractual Statements

    1. Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract, save in respect of fraud.
  16. Notices

    1. Any notice given under this Contract shall be in writing, sent to the registered office of the relevant party (or such other address as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre–paid, first– class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre–paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this Condition 16 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
  17. Governing Law and Jurisdication

    1. The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
    2. The parties irrevocably agree that the courts of England and Wales shall have non–exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.

Terms and Conditions applying to Nominet .uk registrants

Here are Nominet’s Terms and Conditions: .uk registrants should be aware of these prior to registration and renewal.