ADVERTISING CONDITIONS FOR YELLOW PAGES 118 24 7

WE ARE YELL LTD. WE ARE ABLE TO PROVIDE YOU WITH A VARIETY OF SERVICES IN RESPECT OF THE "YELLOW PAGES118 24 7" INFORMATION SERVICE.

IF YOU WANT US TO PROVIDE ANY OF THESE SERVICES, THE AGREEMENT BETWEEN US WILL BE BASED UPON THESE CONDITIONS. PLEASE READ THESE CONDITIONS CAREFULLY. YOU SHOULD ONLY PLACE AN ORDER IF THESE CONDITIONS ARE ACCEPTABLE TO YOU.

The Conditions


About These Conditions

1. The meaning of certain words

In order to make these Conditions easier to read and understand, it is helpful to provide a specific meaning or interpretation to certain words and phrases. Where the words and phrases below are used, this is what is meant, unless the particular context clearly requires another interpretation:

Word or Phrase

Meaning
Yellow Pages 118 24 7 Our telephone information service of that name.
AdvertiserThe person firm or organisation in whose favour an Entry is inserted on Yellow Pages 118 24 7.
Adviser One of our operatives providing the Yellow Pages 118 24 7 service to a User.
Branch An address from which the Advertiser conducts business or from which the Advertiser's goods or services may be obtained or which is the address of an organisation that is affiliated to, operating in collaboration with, or sponsored by the Advertiser.
Call Completion Part of the Service by which we will endeavour to complete a voice telephony connection from a User to the Advertiser where requested by the User and, subject to any regulatory constraints and codes of practice concerning such interconnection, provided to you as a no-cost option.
Classification A standard business description selected by you from a list of available Classifications and used by us to classify Entries.
Commencement Date Whichever is the later of:

a) your Preferred Commencement Date for each Entry; or

b)the date not more than twenty-one (21) days after the date on which we accept your Order or Variation which date we will notify to you.
Conditions These Conditions.
Confirmation of OrderA document or electronic communication that we issue to you to confirm acceptance or cancellation of your Order.
Contract A contract between you and us and comprising these Conditions, the Rate Card, the Confirmation of Order and the Order.
Customer The person, firm or organisation named as Customer on the Order with whom we enter into a Contract and referred to in these Conditions as "you".
Database The computer database in which we hold Entries.
Earliest Entry Whichever of the ordered Entries has the earliest occurring Commencement Date.
Effective Date The date on which a Variation or Update is available for use on the Yellow Pages 118 24 7 computer and being whichever is the later of the:

a) Preferred Effective Date; or
b) the date (which date we will notify to you) within fourteen (14) days after the date on which we accept the Variation or Update.
Entry An insertion on Yellow Pages 118 24 7.
Entry Detail Updateable information associated with an Entry and held on the Database.
Expiry Date The date on which the Contract and Service Period will end, which will be either:
a) the date inserted on the Order; or
b) the date on which the Contract length is completed (the publish date and contract length will be displayed on the Order Summary Screen), whichever is applicable.
Fee Our charge per Entry calculated in accordance with the Rate Card.
Full Match Search The default search of the Database by an Adviser to match Advertisers serving the Service Area of the User whether or not the Advertiser is located in that Service Area.
Key Search Term A word or phrase recognised by the Yellow Pages 118 24 7 computer and used when searching the Database for Entries.
Local Search A non-standard search type of the Database by an Adviser to match Advertisers located in the Service Area requested by the User and which search is conducted only at the User's request.
Named Search A non-standard search of the Database by an Adviser by name of Entry which search is conducted only at the User's request and the results of which are not subject to Random Recall.
Order A document, web page or electronic communication which you complete and submit to us, under which you offer to purchase one or more Services from us.
Order Summary ScreenThe electronic webpage on Yell Business that summarises the Services you have offered to buy and on which you agree to the charges for, and to be bound by the Advertising Conditions applicable to, the Services. When you buy Services through Yell Business, the Order Summary Screen shall be deemed to constitute the Order.
Preferred Commencement Date The date you indicate to us as the date on which you would prefer us to make an Entry accessible on Yellow Pages 118 24 7.
Preferred Effective Date The date you indicate to us as the date on which you would prefer a Variation to or an Update of an Entry to take effect.
Proprietary Material Any copyright material, brand name, trade or service mark intended to form part of Entry Details.
Random Recall A normal function of the Yellow Pages 118 24 7 computer that causes the entry point into the results of Database searches to be randomised before display to an Adviser except in the case of a Named Search.
Rate Card The version of our standard Rate Card for Yellow Pages 118 24 7 current on the Commencement Date of the Earliest Entry and detailing the Fee due and to become due under a Contract.
Read Out The occurrence of an Adviser providing details of an Entry to a User.
Service Area One of our pre-defined geographical areas referred to in the Rate Card.
Service Period The period between the Commencement Date of the Earliest Entry and the Expiry Date.
Services All the things we do and services we provide to you in accordance with a Contract.
Term The period between the date of the Confirmation of Order and the Expiry Date.
Update A change to an Entry at your request and comprising either a change:

a) in the Entry Details; or

b) of Classification, Branch or Service Area.
User A person using Yellow Pages 118 24 7 to obtain information.
Variation One of the following:

a) the addition of an Entry; or

b) an increase in the number of Service Areas, Classifications or Branches within an Entry.
Yell Business The internet based facility currently located at the URL advertising.yell.com, or any such other successor or replacement website, by and through which customers that have registered to use the facility may order and/or pay for products and services.

2. Commencement and Duration

2.1 A Contract will be formed between us if and when (and only if and when) we send you a Confirmation of Order.

2.2 Unless it is terminated earlier in accordance with one of the Conditions, a Contract will continue in force for the Term.

3. Our Commitments to You

3.1 In consideration of the payment of the Fee, we will enter each of your Entries onto the Database. Each Entry will, subject to the provisions of these Conditions, remain on the Database from the Commencement Date of that Entry until the end of the Service Period.

3.2 We will, subject to the provisions of these Conditions, ensure that Yellow Pages 118 24 7 is available for the Service Period. We will relay relevant parts of Entry Details to Users using Full Match Search and, when appropriate, at the request of the User, Local Search (subject to Random Recall in either case) or, at the request of the User, Named Searches. Unless you have opted not to have Call Completion, we will use our reasonable endeavours to provide the Call Completion Service if so requested by the User. You recognise that Call Completion may not be possible if prohibited by PhonepayPlus regulations from time to time or by other codes of practice that affect the number to which Call Completion is attempted.

3.3 We will process Variations and Updates throughout the Service Period.

3.4 We will send you a proof copy of your Entry Details upon request.

3.5 In performing the Services, we promise to:

  1. perform each of the Services we have agreed to perform;
  2. use the reasonable skill and care of a competent information services provider.

4 Your Commitments to Us

4.1 In consideration of our performing the Services you must pay the Fees in accordance with Condition 7.

4.2 Each of your Entries must be completely lawful. You should pay particular attention to the following laws relating to advertising (although this is not an exhaustive list):

  1. Consumer Protection from Unfair Trading Regulations 2008;
  2. Business Protection from Misleading Marketing Regulations 2008;
  3. Trade Description Act l968;
  4. Consumer Credit Act l974;
  5. Financial Services and Markets Act 2000;
  6. FSMA (Financial Promotion) Order 2005; and
  7. Trade Mark Act 1994.

4.3 It is our policy that all information provided to Users through Yellow Pages 118 24 7 is legal, decent and honest. You are responsible for ensuring that the information provided to us complies with this policy. Even if we have a Contract with you, we will not insert any Entry on the Database that we (and we alone) think:

  1. is unlawful;
  2. is misleading;
  3. is offensive, prejudicial or inflammatory;
  4. is likely to lead us into prosecution, criticism, disrepute or embarrassment;
  5. infringes the legal rights of others;
  6. does not comply with our then current rules on the acceptability of advertising (a copy of which we will provide on request).

Suitability shall be determined by us and such determination shall be binding on you.

4.4 If Entry Details include any Proprietary Material, you promise us either that:

  1. you own that Proprietary Material; or
  2. the owner of that Proprietary Material has given you permission to use it and to allow us to use it in your Entry.
We reserve the right to disclose to the owner of Proprietary Material your intention to incorporate such Proprietary Material in Entry Details and you hereby give your irrevocable consent to such disclosure.

4.5 You must indemnify us against any claim, threatened or made against us, by anyone other than you, arising as a result of our performing the Services.

5.0 Making Changes

5.1 Throughout the Service Period, you have the right to request that we: add Entries; and increase or change Service Areas, Branches, Entry Details and Classifications in accordance with the following provisions.


5.2 Variations
You may request a Variation at any time. If such Variation is accepted by us, we will add or amend the Entry as the case may be with effect from whichever is applicable of either the Effective Date or the Commencement Date. The revisions to Fees in respect of all Variations will be determined in accordance with the appropriate rates set out in the Rate Card.


5.3 A Variation may consist of a request for:

  • 5.3.1 a new or additional Entry;
  • 5.3.2 an "increase" by which you request us to add Branches, Classification or Service Areas to an Entry.

5.4 Updates
You may request an Update at any time and provided that such request is acceptable to us then we will effect the Update. Updates may be requested in writing or by telephone to a number we will notify to you or by any other method that you and we may agree.

5.5 You are entitled to a reasonable number of Updates during the Service Period without charge. We reserve the right however to levy an administration charge per Update, which is additional to the Fee, if, in our opinion, the number of Updates is excessive.

5.6 We will, at your request, delete an Entry from the Database but in which event the Fees will be determined in accordance with the appropriate rates set out in the Rate Card as though the Entry had not been so deleted from the Database.

6. Ending the Contract

6.1 Unless terminated earlier in accordance with these Conditions, a Contract and the Service Period will end on the Expiry Date.

6.2 We can end a Contract immediately if:

  1. you fail to pay any money that you owe us;
  2. you fail to do what you have agreed to do in these Conditions;
  3. any bankruptcy or insolvency proceedings are brought against you, or a receiver, an administrative receiver or an administrator is appointed over any of your assets or, if you are a company, you go into voluntary liquidation (except for the purposes of amalgamation or reconstruction).

6.3 In addition to our rights in Condition 10.2, if you are the subject of serious or persistent complaints being received by or notified to us (and for the purposes of this Condition the interpretation of serious and of persistent shall be in our absolute discretion) then we may (without prejudice to any other right or remedy) after notice, summarily terminate a Contract and claim for any resulting losses or expenses.

6.4 If we issue you a notice under Condition 15.3, you may apply within fourteen (14) days of receipt of the notice to cancel any Contract to which the notice applies without charge.

7. Payment, Fees and Charges

7.1 You must pay the Fees for the Entries you have ordered. These charges are set out or may be determined from the Rate Card. If there are Variations then you must pay the revised Fees for the Entries.

7.2 If a reduction is shown in respect of a promotional offer on the Order and you continue to meet all the terms of eligibility relating to that promotional offer then the Fees shall be reduced by the amount shown but not otherwise. Terms of eligibility of promotional offers will be made available on request.

7.3 Unless otherwise agreed in writing payment in full shall become due from you on demand in accordance with Condition 7.4. If payment is to be made in instalments and if you fail to pay any instalment on its due date then Yell shall be entitled to demand payment of the unpaid balance including all arrears. In the event of Variations instalment payments over the balance of the chargeable period from the Effective Date will be recalculated so as to take account of any additional charges arising as a result of the Variation and any charges for Updates in accordance with Condition 5.5.

7.4 If you opt to pay for the Services by one payment in advance, we will send you an invoice for the Fee that is to be paid by cash or cheque. In the event of Variations we will recalculate the payment for the balance of the chargeable period from the Effective Date. Additional charges arising as a result of a Variation and any charges for Updates arising in accordance with Condition 5.5 will, if incurred, be invoiced separately and payment should be made as soon as you receive such request for payment from us.

7.5 If as a result of your cancelling a Contract in accordance with Condition 6.4, a refund is due to you, we will send you a refund cheque within fourteen (14) days of the date of cancellation.

7.6 You must pay the Fees for each Entry (whether due at that time and to become due later) even if you have failed to comply with any of the Conditions.

7.7 All Fees are exclusive of any applicable Value Added Tax which you must pay in addition.

7.8 Fees are fixed and firm at the rates shown in the Rate Card and not subject to adjustment in the Service Period.

8. About Yellow Pages 118 24 7

8.1 Yellow Pages 118 24 7 shall comprise such services and facilities provided at such times during such periods in such circumstances and by such means as we may from time to time consider appropriate.

8.2 Yellow Pages 118 24 7 is not fault free and you are entitled only to the quality of service provided by us from time to time for our Yellow Pages 118 24 7 customers generally.

8.3 We are always looking for ways to improve Yellow Pages 118 24 7. For this reason, we shall have the right to make such alterations and improvements to Yellow Pages 118 24 7 as we shall deem desirable or appropriate from time to time provided that any such alterations shall not render Yellow Pages 118 24 7 less efficient to a material degree.

8.4 We reserve the right to suspend Yellow Pages 118 24 7 temporarily for the purpose of essential maintenance of any equipment used to provide Yellow Pages 118 24 7 or of making enhancements to such equipment or to Yellow Pages 118 24 7 but we undertake to use reasonable endeavours to ensure that the length and frequency of any such interruptions are minimised and carried out at such times as in our opinion are likely to cause the least inconvenience.

8.5 Any Key Search Term identified by you shall be deemed to be given only for our guidance. We reserve the right in our sole discretion to add delete or amend any Key Search Term associated with an Entry to accord with the Key Search Terms generally recognised by the Yellow Pages 118 24 7 computer. We shall not be obliged to program the Yellow Pages 118 24 7 computer to recognise any particular Key Search Term.

8.6 Advisers are able to search the Database using combinations of Classification and any one or more of: Advertiser's name, Key Search Terms, or location (Branch/Service Area) and street name.

If things go wrong...


9. If we fail to do what we agree

9.1 If we make an error in or omission from Entry Details we will correct this as soon as reasonably practicable and without charge to you.

9.2 For the avoidance of doubt we have no obligation duty or liability in contract, tort (including negligence) for breach of statutory duty or otherwise beyond that of a duty to exercise reasonable skill and care.

9.3 We accept liability to you for any loss you suffer because you are injured or die as a result of our negligence.

9.4 We have no liability to you at all for any:

  1. indirect loss;
  2. loss of business, revenue, or profits;
  3. wasted expenditure;
  4. savings or profit you expected to make; or
  5. financial loss of any sort.

9.5 In any event and without prejudice to any provision of any other contract which may exist between you and us for the provision of any service we undertake no liability whatsoever in respect of or in connection with any licensed telecommunications network in the United Kingdom by means of which access is provided to Yellow Pages 118 24 7 including, though without limitation, a public switched telephone network or associated network.

9.6 Each part of these Conditions that excludes or limits our liability, operates separately, and if any part is disallowed the other parts will continue to apply.

10. If you fail to do what you agree

10.1 If you fail to do what you agreed in the Contract, we can immediately and without having to tell you:

  1. prevent new Entries appearing on the Database;
  2. suspend performing any of the Services we have agreed to perform; and/or
  3. decline to accept any more Orders from you.
Our right to take these actions is in addition to any rights the law may provide us and to our rights to be paid any Fees or other charges due or to become due.

10.2 If you are the subject of serious or persistent complaints being received by or notified to us (and for the purposes of this condition the interpretation of serious and of persistent shall be in our absolute discretion) then we may (without prejudice to any other right or remedy) without notice temporarily remove any Entry or part of an Entry without prejudice to your liability to pay the Fee for any period of temporary removal.

10.3 If you fail to comply with any provision of a Contract or these Conditions you shall nevertheless continue to be liable for all charges due and to become due.

10.4 Any waiver by us of a breach by you of any provision within these Conditions shall be limited to the particular breach and shall not operate in any way in respect of any future breach by you and no delay on our part to act upon such breach shall be deemed a waiver of that breach.

11. Things beyond your or our reasonable control

11.1 If we fail to do what we agreed because of something outside our reasonable control, we will have no liability to you because of our failure. If you fail to do what you agreed because of something outside your reasonable control you will have no liability to us because of your failure.

12. Proprietary Rights

12.1 All legal rights (including without limitation copyright) in respect of:

  1. Yellow Pages 118 24 7 and any part thereof; and
  2. all material and information whether or not made available as part of Yellow Pages 118 24 7 either in whole or in part;
shall vest solely in us PROVIDED THAT the provisions of this Condition shall not apply to any materials supplied by you in which you or the Advertiser currently owns the copyright, or to any third party's Proprietary Materials but you hereby authorise us to hold, reproduce, publish, adapt, transmit and disclose such material.

12.2 We reserve the right to delete from your Entry Details Proprietary Material where we have reasonable grounds to believe that the owner or controller of Proprietary Material has withheld or withdrawn his permission for your use of the same. We will try to inform you where this is necessary but we may do this without notice to you. In such events, you will still have to pay the Fee.

12.3 Any person about whom information is contained on the Database may request that information to be removed from the Database. We will use reasonable endeavours to comply with all such requests.

12.4 If you wish to use any of our trade or service marks or the Yellow Pages 118 24 7 access number in your own promotional materials or advertising used to promote to goods or services described or referred to in the Entry Details then you are requested to seek our permission for such use. Any permission so granted will expire upon the termination or expiry of the Contract and you will be expected to cease using our trade marks and the access number as soon as practicable.

Other things we need to tell you


13. How to give notice

13.1 Giving notice to us

You must write to us at Yell Ltd, Customer Service Department, Queens Walk, Reading, Berks RGl 7PT, or at any alternative address which we give you at any time.

13.2 Giving notice to you
We must write to you at the address where you have asked us to send bills, or your usual or last known place of abode or business or, if you are a limited company, at your registered office.

14. Renewal or Extension of Contract

14.1 By entering into a 12 month Contract for the Services set out on the Advertisement Order you agree to enter into a contract for advertising of an entry for THE NEXT AND FOLLOWING 12 month period unless you opt out, provided:

14.1.1 the form and content of Yellow Pages 118 24 7 on extension or renewal is materially the same as the form content and distribution of Yellow Pages 118 24 7 on formation of this Contract;

14.1.2 the form and content of the later entry is materially the same as the form and content of the earlier entry; and

14.1.3 a notice in writing together with the details of your order have been sent to you by us at least 45 days before the end of this Contract and you have not written to us withdrawing your agreement to the renewal or extension of this Contract 7 days prior to the end of this Contract.

14.2 In the event that you opt out or do not renew the Contract and you wish to advertise with us, a new Contract on a new Advertisement Order will be required.

15. General

15.1 These Conditions shall not be affected by any previous dealings between you and us. A Contract shall be regarded as a separate contract having no relation to other contracts between you and us.

15.2 The relationship between you and us shall not be deemed to be that of employer/employee, joint venture, principal/agent, partnership or otherwise and you are not authorised to represent us in any capacity whatsoever.

15.3 We have the right to amend these Conditions or a Contract at any time by giving you a written notice. This notice will be signed by someone authorised to act on our behalf and will refer expressly to this Condition. Such a notice will be issued at least seven (7) days before the amendment is to take effect. This is the only way in which these Conditions may be amended.

15.4 These Conditions govern the provision of Services to the exclusion of any other oral or written statement of agreement whatever its legal character. A Contract is the entire agreement between us. Nobody employed by us or working on our behalf is authorised to make any representation or to give you any warranty on any matter not provided for in these Conditions.

15.5 A person who is not a party to a Contract to which these Conditions apply has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

15.6 At our sole discretion we may accept requests to process Orders by electronic means and other technologies (whether now known or invented in future) provided always that you fully comply with our guidance and instructions applicable to those processes. Yell is neither liable to you, nor responsible for: (1) incomplete, lost, garbled, or misdirected Orders; or (2) your failure to fully comply with guidance and instructions issued by us.

16. Law

A Contract is made and shall be subject to the Laws of England.



Updated on 9 August 2010