PLEASE READ THE FOLLOWING NOTES AND CONDITIONS CAREFULLY AS THE CONDITIONS WILL FORM THE BASIS OF THE CONTRACT FOR ADVERTISING IN OUR NEW MEDIA SERVICES.

1. Definitions

In these Conditions:

"Advertisement" means the advertisements referred to on the Advertisement Order;

"Advertisement Order" means a document or electronic communication which you complete and submit to us, under which you offer to purchase one or more Services from us;

"Amendment" means a change to the Content of an Advertisement;

"Banner" means an online Advertisement linked to a website promoting your goods and/or services as more particularly described on the Rate Card;

"Certificate"means a Domain Name registration certificate issued by a Registry;

"Charges" means our charges for performing the Services;

"Click Through" means for the purpose of this Contract the action of following a hyperlink within a Keyword Advertisement to another web site or another page or frame within that web site;

"Conditions" means these contractual conditions;

"Confirmation of Order" means a document or electronic communication that we issue to you to confirm acceptance or cancellation of your Advertisement Order;

"Content" means any and all of the text, graphics, images, logos, photographs, layout, design, shading and colouration constituting or intended to be in an Advertisement;

"Created Material" means any material or item created or provided by us for you as part of the provision of Services, including by way of example and not limitation the HTML code for, or the screen designs of, a web site;

"Database" means an electronic database in which details relating to you or Advertisements may be stored for the purposes of our providing the Services;

"Domain Name" means an internet domain name as may be registered through a Registry;

"Effective Date" means the date on which the Services are first provided by us to you or made available to Users;

"Financial Services Regulatory Regime" means the regime (regulated by the Financial Services Authority pursuant to the Financial Services and Markets Act 2000 and other laws) which governs the conduct of business and the advertising and promotion of financial products and services;

"IPRs" means (a) all copyrights, patents, rights in trade marks, design rights, database rights, rights in know-how, trade secrets, rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of these rights; (c) and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

"Keyword Advertisement" means an Advertisement displayed on Yell.com as a result of the Keyword Service;

"Keyword Service" means the pay per click, bid-for position keyword advertising service provided by us to you for the purchase of certain Services for a flexible advertising period. The service is provided either on a pre-pay or post-pay basis, at Yell's discretion;

"Malware" means any software designed to infiltrate or damage a computer system, without the owner's informed consent, including but not limited to "trojans", "worms", "logic bombs" and "cancelbots" as the same may be generally understood within the computing industry from time to time and any other malicious and unwanted software;

"Pay-As-You-Go" means the method by which you may purchase certain Services for a flexible advertising period;

"Proprietary Material" means any of your (or a third party's) copyrighted material, brand names, trade or service marks, devices or logos;

"Rate Card" means a price list issued by us from time to time giving the prices of certain Advertisements and other details relating to Yell.com services. You may obtain a copy of the Rate Card from Yell Direct or from our sales representative;

"Register" means any one of the Domain Name registers, operated and maintained by a Registry, comprising a Domain Name and registrant data;

"Registry" means any of the Domain Name registries or registrars operating under the ICANN protocols;

"Services" means the services we agree to perform under a Contract;

"Third Party Data" means data we obtain for use under licence from third party organisations and which may be used to assist in the provision of Services and which may be displayed to Users in association with other material relating to you including by way of example and not limitation cartographic data used to display location maps;

"us" means Yell Limited, a company registered in England and Wales under number 04205228, whose registered office is at Queens Walk, Oxford Road, Reading, Berkshire, England RG1 7PT; and "we" and "our" has a corresponding meaning;

"User" means a person who uses Yell.com or any other website to which your Advertisement is syndicated or distributed;

"Yell.com" means the internet website currently located at the URL www.yell.com, which is owned and operated by us;

"Yell Direct" means the internet based facility currently located at the URL www.yelldirect.com, or any such other successor or replacement website, by and through which customers that have registered to use the facility may order, cancel (if applicable), amend and/or pay for products and services and manage their accounts with us;

"Yell Group" means all of Yell Limited, each of its subsidiaries, its holding company and any subsidiaries of such holding company as defined in section 1159 of the Companies Act 2006; and

"you" means the person, company or other organisation (named on the Advertisement Order as the customer) who offers to purchase one or more Services or a person, company or other organisation who or which enters into a Contract with us for the provision of Services; and "your" shall have a corresponding meaning.

2. The Contract, Commencement and Duration

2.1 When you order Services from us, you enter into a Contract, with us. The Contract is made up of:

1. these Conditions;
2. the Rate Card;
3. Confirmation of Order; and
4. the Advertisement Order.

2.2 In the case of conflict between any of these documents, priority shall be given in the order in which they appear above. The Contract applies to the exclusion of all other written or verbal representations. Except as expressly provided in these Conditions, none of our employees or agents have authority to agree any change to a Contract, or make representations other than those contained within authorised Yell policies or materials.

2.3 The Contract shall not be formed unless and until we send you a Confirmation of Order.

2.4 Unless it is terminated earlier in accordance with these Conditions, the Contract will continue for:

1. in relation to each of the Services, the duration specified in the Rate Card for such Services, such duration commencing on the Effective Date; or
2. where no duration is specified in the Rate Card or as in the case of the Keyword Service, until the provision of the Services has been fulfilled.

3. Our Responsibilities

3.1 Subject to these Conditions, we shall:

1. endeavour to make Yell.com available to Users; and
2. provide or arrange the provision of the Services using the reasonable skill and care of a competent provider of services of the types of Services ordered.

4. Your Responsibilities

4.1 Subject to these Conditions, you shall:

1. pay our Charges for each Service you have ordered in accordance with Condition 7;
2. send to us any Content that we require from you;
3. where the nature of a Service requires your periodic attention, including without limitation file clearing and maintenance to your own computer hardware or systems to receive or maintain that Service, perform and take such appropriate steps;
4. ensure that all Content provided to us by you is legal, decent, honest and truthful, and complies with: (i) The British Code of Advertising, Sales Promotion and Direct Marketing; (ii) any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising, including, without limitation, Ofcom, the Independent Committee for the Supervision of Telephone Information Services, or the Advertising Standards Authority; and (iii) our advertisement policies, which are available on Yell Direct or which can be obtained from our sales representative;
5. ensure that all Content provided to us complies in all respects with the provisions of all statutes and statutory instruments applicable to any Advertisement intended for display on a Service, (including without limitation) the Trade Description Act 1968, the Consumer Credit Act 1974, Local Government (Miscellaneous Provisions) Act 1976, the Surrogacy Arrangements Act 1985, Financial Services and Markets Act 2000 ("FSMA"), FSMA (Financial Promotion) Order 2005 and the Consumer Credit (Advertisements) Regulations 2004;
6. ensure that all and any requests for Amendments to your Advertisement are made to Yell in writing on your own business stationery (communications sent using corporate email accounts are acceptable), or by using Yell Direct. Yell does not accept any liability or responsibility for failure to action a request for Amendment where such request is, in Yell's reasonable opinion, garbled, indecipherable, unclear or has not been received by Yell;
7. supply all Content in a suitable format as specified on Yell.com; and
8. ensure that all electronic files have been produced using properly licensed software and are free from Malware.

4.2 To the extent that that the provision of Services relates to an Advertisement that is linked to a website designated or used by you, you grant to us the right to fully access, copy, store, compile, recompile and index such website and any data and copyright works comprised therein, or any portion thereof, by automated means including web 'spiders' or 'crawlers'. This grant shall apply notwithstanding any contrary terms and conditions which you may apply to such website from time to time. Your continued use of the Services shall constitute a waiver of any applicable contrary terms and conditions and any other rights you may have, contractual or otherwise, to restrict the rights granted to Yell Group under this clause 4.2.

4.3 If your activities, conduct, advertising or promotion fall within the Financial Services Regulatory Regime, you must:

1. complete and sign a Credit and Financial Services Advertising Customer Declaration ("CFSA Customer Declaration"), which is available on Yell Direct or from our sales representative; and
2. fully comply with the additional terms and conditions on the CFSA Customer Declaration.

4.4 You hereby agree, undertake and warrant that if you place an Advertisement Order or otherwise request the display of any Advertisement using our Service which consists of or includes a financial promotion (other than a financial promotion to which an exemption under the FSMA (Financial Promotion) Order 2005 applies), you will ensure that prior to first display of the relevant Advertisement on our Service, the Content of each such Advertisement will have been approved in writing for the purposes of s21 of FSMA by a person authorised by the Financial Services Authority.

4.5 If you place an Advertisement Order or otherwise request the display of any Content which consists of or includes anything within the Financial Services Regulatory Regime, within seven days of a request from us, you must provide or arrange the provision of:

1. proof that you are authorised by the Financial Services Authority or that you are an appointed representative as indicated in the CSFA Customer Declaration: and
2. a certified copy of the authorised person's written approval as required by Condition 4.4; or
3. an explanation of the applicable exemption or other reason why s21(1) of FSMA does not apply.

We may make such a request any time after submission of your Advertisement Order, until 24 months after the date on which your Advertisement was first displayed on our Service.

4.6 You hereby agree, undertake and warrant that if you place an Advertisement Order or otherwise request display of any Content which consists of or includes content governed by the Consumer Credit (Advertisements) Regulations 2004 ("CCAR"):

1. you hold any credit licence as may be required pursuant to the Consumer Credit Act 1974;
2. the final Content to be displayed by us in an Advertisement complies in each and every respect with the CCAR, and any amendments, re-enactments or substitutions in force as at the proposed date that the Advertisement is to be first displayed on the Service has been certified as compliant and suitable for display on our Service by a person of appropriate expertise; and
3. any Annual Percentage Rate ("APR"), including any typical APR, in the Content:
1. has been calculated, as at the commencement date of the publication period set out in the CFSA Customer Declaration, in accordance with the provisions of the CCAR and any amendments, re-enactments or substitutions in force; and
2. has been certified as correct and suitable for display on our Service in writing by a person of appropriate expertise such as your auditor, compliance officer or chartered accountant.
4. you will notify us immediately if you become aware of any event or matter occurring between the date the signed CFSA Customer Declaration is submitted to us and the last day of the publication period shown on the CFSA Customer Declaration which causes, or could cause, the display of the Content or any part of the Content in an Advertisement to constitute an offence under s46(1) and/or s47(1) of the Consumer Credit Act 1974.

4.7 Further if you place an Advertisement Order or otherwise request publication of any Content which consists of or includes content governed by the CCAR, within seven days of a request from us, you will provide or arrange the provision of:

1. proof that you are licensed by the Office of Fair Trading in accordance with Condition 4.6(a);
2. a certified copy of the certificate of compliance in accordance with Condition 4.6(b); and/or
3. a certified copy of the calculations carried out in accordance with Condition 4.6(c)(i)and the written certification in accordance with Condition 4.6(c)(ii).

We may make such a request any time after submission of your Advertisement Order, until 24 months after the date on which your Advertisement was first displayed on our Service.

4.8 Even though a Contract is in place between you and us, we may refuse to publish any Advertisement or any part thereof where:

1. we consider that the Content is contrary to or infringes the terms of any law or the right of any person or that it may mislead members of the public or that members of the public might find it offensive prejudicial or inflammatory or that it is likely to subject us to prosecution, criticism or embarrassment; and/or
2. you have failed to provide any information or document requested by us pursuant to Condition 4.5 (a) and/or Condition 4.7;
3. you have notified us that the display of Content on our Service submitted with a CFSA Customer Declaration may constitute an offence under s46(1) and/or s47(1) of the Consumer Credit Act 1974 pursuant to Condition 4.7 and you fail to provide suitably amended, and (where relevant) certified, Content within the time specified by us or where such notification has been given in insufficient time to enable us to process any amendment to the Content before the commencement of the publication period of an Advertisement as set out in the CFSA Customer Declaration.

4.9 We reserve the right to delete any Proprietary Material from an Advertisement where we have reasonable grounds to believe that the owner or controller of such Proprietary Material has withheld or withdrawn permission for your use of the same. In these circumstances, deletion shall not be deemed to be a breach of our obligations under the Contract.

4.10 You warrant that, where any Advertisement contains indications, offers and promotions that are time sensitive including, by way of example and not by way of limitation, prices, those indications, offers and promotions will be presented in a way so as not to mislead users of our Services.

4.11 Call Counter Geo Service

4.11.1 If you have ordered a product for 12 months we may make available to you a telephone number(s) ("Call Counter Geo Number") for at least 12 months using our reasonable endeavours from the Effective Date (the "Minimum Period") for use exclusively in the nominated Yell.com advertisement, as set out in the Advertisement Order.

4.11.2 Call Counter Geo Numbers are not permitted for use in Business Pages or 118 24 7 nor are the Call Counter Geo Numbers permitted to be used other than in the advertisement nominated on the Advertisement Order. Persons calling the Call Counter Geo Number will be connected to you via your existing fixed line telephone number as nominated by you on the Advertisement Order.

4.11.3 The Call Counter Geo Service will, using our reasonable endeavours, commence from the Effective Date as stated on the Advertisement Order Form and will continue for the Minimum Period. For the purposes of this Clause "Call Counter Geo Service" means the service provided to you to monitor the effectiveness of the Advertisements nominated by you for the Call Counter Geo Service, such service may be enhanced or modified from time to time in our reasonable discretion.

4.11.4 In the event that you request and we agree to the provision of a Call Counter Geo Number the following shall apply:

1. we shall be entitled to pass details of your existing fixed line telephone numbers to our telecommunication supplier for the purposes of facilitating the connection of calls made to the Call Counter Geo Number to your fixed line;
2. we shall be entitled to access and view all call statistics relating to calls made to the Call Counter Geo Number and to use aggregated data for our own research and for inclusion in marketing, publicity and promotional material;
3. data shared with you relating to the Call Counter Geo Service will be disclosed at our sole discretion and in such format that we deem appropriate;
4. you will not acquire any rights, including any goodwill, in the Call Counter Geo Number. However we will not release the Call Counter Geo Number to any third party until the end of the Minimum Period;
5. you will include the Call Counter Geo Number in the Advertisement nominated on the Advertisement Order and you agree that you will not make use of, nor promote the Call Counter Geo Number in any other publication, in any other media (whether or not owned by us), or on your own stationery, or on vehicles or other property, nor transfer its use to third parties; and
6. we are under no obligation, and do not guarantee that we will continue, to provide the Call Counter Geo Number to you for any Advertisement on any subsequent renewal of the Contract.

4.11.5 Our liability under or in connection with the provision of the Call Counter Geo Number, no matter how it may arise, shall not, in respect of each Advertisement, exceed the price of the relevant Advertisement.

4.11.6 Allocation of Call Counter Geo Numbers is subject to availability and eligibility, and if we are unable to allocate Call Counter Geo Numbers to you in accordance with these conditions, the Advertisements will be set live with the fixed line telephone number set out in the Advertisement Order.

4.11.7 Our Call Counter Geo Service is provided to you, free of charge for the purpose of monitoring the effectiveness of the Advertisement. Accordingly, subject to the Minimum Period, the Call Counter Geo Number will be withdrawn and re-allocated should you decide in the future, either to withdraw from the Call Counter Geo Service, or not to renew the Advertisements.

4.11.8 We reserve the right to allocate different Call Counter Geo Numbers to those set out in an Advertisement Order prior to or at the Effective Date in the event of an operational issue arising such that it is necessary to allocate different Call Counter Geo Numbers. Subject to Condition 4.11.1, we reserve the right to terminate a Call Counter Geo Service at any time for any reason.

4.11.9 Only the Call Counter Geo Number(s) and a fax or mobile number may be used in the Advertisement nominated for Call Counter Geo Services. The purpose of our Call Counter Geo Service is to prove the effectiveness of Yell.com advertising and therefore no fixed line number other than the Call Counter Geo Number will be published in an Advertisement under a Call Counter Geo Service.

4.11.10 We may set up a divert message service for Call Counter Geo Number(s) if an operational issue arises after the Effective Date.

5. Domain Name Registration

5.1 Where the provision of Services requires us to register a Domain Name we shall:

1. act as your agent in dealing and liaising with the relevant Registry;
2. endeavour to secure your preferred choice of Domain Name in the order of preference specified in your Advertisement Order;
3. pay to the Registry the appropriate registration fee and, if appropriate any renewal fees;
4. arrange for the Registry to:
1. process the application for the registration of the Domain Name and consider whether to accept or reject it in accordance with the criteria laid down in the rules of that Registry in force at the time of the application;
2. enter your Domain Name and other relevant details in the Register and issue a Certificate if applicable; and
5. issue an invoice in accordance with Condition 7.1 upon registration of your Domain Name, such invoice will act as our notification to you that your Domain Name has been registered.

5.2 When registering or renewing the registration of a Domain Name you understand and accept that we will be acting as your agent for such purposes and you appoint us as agent for such purposes. Accordingly you will be bound by the terms and conditions, rules and procedures applicable to registrants of the Registries. Details of terms and conditions, rules and procedures relating to registration, renewal, surrender, transfer and dispute resolution of the Registries concerned are available on request from us or directly from the Registries. In the case of the registration of a ".uk" Domain Name, the official Registry is Nominet UK ("Nominet") and you will be entering into a contract with Nominet upon and subject to Nominet's terms and conditions. Nominet's terms and conditions are available on request from Nominet or us and may be viewed online at Nominet's site at www.nominet.org.uk. In respect of all other domain name registrations you will be entering into a contract with Melbourne IT upon and subject to Melbourne IT's terms and conditions or with such other Registry as used by us from time to time. Melbourne IT's terms and conditions are available on request from Melbourne IT or us and may be viewed online at Melbourne IT's site at www.melbourneit.com.au.

5.3 We will inform you of the Registry at which your Domain Name has been registered. Following registration, you must promptly notify the Registry of any:

1. change to your registered details; and
2. actual or threatened proceedings brought in respect of the name used as a Domain Name whether by or against you.

5.4 You must ensure that the details submitted by you for the purpose of your Domain Name registration (and any future additions or modifications to such details) are true and accurate.

5.5 We may disclose to the relevant Registry such of your details as may be required to complete the registration of a Domain Name. You acknowledge that the Register will include a number of details relating to you. This information (if it refers to individuals) may be considered "personal data" for the purposes of data protection legislation. Registries may allow other organisations and members of the public to access their Register for the purpose of obtaining information about the registration of the Domain Name or any other related purpose. You expressly consent to such disclosure.

5.6 If none of your preferred choices of Domain Name are available we will advise you and the Contract in respect of your Domain Name registration will immediately terminate. You shall not be liable to pay us any Charges in these circumstances and we shall have no further liability to you.

5.7 We make no representation that any of your preferred Domain Names are available or capable of being registered. Any action taken by you before notification by us that a Domain Name has been officially registered or before you have received a Certificate is at your own risk.

5.8 Unless otherwise specified on the Rate Card the Charges for Domain Name registration provide for an initial registration period of two years. After that, the Domain Name registration may be renewed with the relevant Registry.

5.9 You accept and agree that you are solely responsible for all Domain Name renewals and we shall not be liable for any loss incurred by you and arising as a result of your failure to renew. Upon written request, we may at our discretion agree to arrange for the renewal of your Domain Names subject to: (a) payment of the renewal fees, and our Charges applicable from time to time; (b) these Conditions; and (c) the then current terms and conditions of the Registry in question.

5.10 We will not provide the renewal services described in Condition 5.9 to any third party to whom you may have transferred rights in the Domain Name.

5.11 You may surrender or cancel the registration of the Domain Name in accordance with the procedures of the relevant Registry. In the event of surrender or cancellation, you are not entitled to any refund of any fees or Charges you may have paid to us.

5.12 To the extent permitted by the relevant Registry, you may transfer the registration of the Domain Name.

5.13 We shall have no liability in respect of your use of the Domain Name and in particular for any conflict with third party trade marks, registered or unregistered, or any other rights. If any dispute between you and any third party arises, we may withhold, suspend or cancel the Domain Name registration. We may make representations to the relevant Registry but will not be obliged to take part in any such dispute.

5.14 You warrant and undertake that neither the registration of the Domain Name nor the manner in which the Domain Name is used infringes our rights or the rights of any third party. You undertake not to include any trade mark or brand of the Yell Group of companies in any part in your Domain Name. Our and the Registry's remedies under this warranty will continue to be available after completion of the registration process and notwithstanding any subsequent surrender, cancellation or transfer of the Domain Name.

5.15 In respect of Services for the application and registration of Domain Names, you will at all times and on demand fully indemnify us, the Registry and the Registry's officers and employees from and against any claim (including reasonable costs and expenses, however they may arise, incurred in defending or dealing with such claim) that the application or registration of the Domain Name or the manner in which the Domain Name is directly or indirectly used infringes the rights of any third party (except for claims arising from our or the Registry's negligence or breach of the Contract).

5.16 If a Contract for Domain Name registration is terminated for any reason arising under Condition 13, in addition to our rights to recover any monies owing to us, you authorise us, without prior notice to you, to surrender or cancel the Domain Name, retain the Domain Name for our own use, or transfer the Domain Name to a third party.

5.17 You acknowledge and agree that in accordance with the relevant Registry's terms and conditions, Registries may cancel the registration or suspend the delegation of a Domain Name in exceptional circumstances by notice in writing to you. Exceptional circumstances include in particular, where to maintain the registration would put the Registry in conflict with statutory obligations or the terms of a court order or where the registration or use of the Domain Name conflicts with the Registry's rules in force from time to time. In the case of such cancellation or suspension, you are not entitled to any refund of any fees or charges you may have paid to us.

6. Keyword Advertisement Services

6.1 When you submit an Advertisement Order for the Keyword Service, we may display, transmit and promote the Keyword Advertisement and resulting visitors to your website shall have the right to access any material or services linked to/from that Keyword Advertisement.

6.2 For the purpose of these Conditions, the number of Click Throughs shall be exclusively calculated by us. Unless there is manifest error on our part, you acknowledge and agree that Click Through statistics provided by us are the official, definitive measurement of Keyword Advertisement activity and that no other measurements or usage statistics (including those of a third party or your own) will be accepted by us.

6.3 If a Keyword Advertisement does not generate a Click Through within a six (6) month period from the commencement date of the then current Advertisement Order then we may at our discretion: (a) remove or otherwise prevent the display of the Keyword Advertisement on our Services including, without limitation, Yell.com; and/or (b) terminate the Contract relating to those Services.

6.4 We will charge you each time Users Click Through to the website associated with your Keyword Advertisement. Minimum bid prices apply to the Keyword Service and details are available on Yell Direct.

6.5 You accept that Keyword Advertisements will be displayed against singulars, plurals, verb stems abbreviations or full forms association with the keywords chosen by you unless otherwise agreed with you in writing.

6.6 Keyword Advertisements are intended as being factual summaries of the activities of your website. We are not responsible in any way for the website designated in respect of a particular Keyword Advertisement and we shall not be liable to you for the consequences of any failure by you or of any other party in respect of the website designated in respect of a particular Keyword Advertisement. You accept that we have the right without reference to you, to remove characters from the submitted Keyword Advertisement aimed at highlighting it, to modify the submitted Keyword Advertisement for spelling mistakes, to modify the Keyword Advertisement to conform with our guidelines or to reject the Keyword Advertisement (whether in whole or in part) if basic modifications cannot be made. You are solely responsible for all keywords, their associate matching options, listing copy and URLs, whether generated by or for you.

6.7 You accept that where listings have been submitted to us, or where instructions have been given to us to change the listings on your behalf, it is your sole responsibility to verify that modifications have been made correctly. You should advise us immediately of any error or omissions.

6.8 We may investigate your online activities, account and any Advertisement Order that you place with us, for click-fraud or other such invalid click activity. You undertake to provide us with reasonable assistance in all such matters.

7. Payment

7.1 Save as set out in Condition 7.2, we will send you an invoice for the Charges and (in the absence of any other specific arrangement between you and us in relation to your Advertisement Order) you must pay us the whole amount shown on demand.

7.2 We will not send you an invoice for pre-pay Keyword Services or Pay-As-You-Go Advertisements to a physical postal address however will make your invoice available for you to access online via your Yell Direct account and via email. You are responsible for accessing your Yell Direct account and checking your invoices for those Services.

7.3 Charges for Pay-As-You-Go Advertisements will be calculated by us by multiplying our daily rate for the relevant Service by the number of days comprising the advertising period or period that you choose to display your Advertisement. Details of the then current daily rate Charges will be made available to you upon request.

7.4 Where the Keyword Service is made available on a pre-pay basis, an initial set-up fee shall apply in addition to other Charges applicable to the Keyword Service. We will publish details of those Charges at Yell Direct or otherwise notify you of such set-up fee prior to accepting your Advertisement Order for a pre-pay Keyword Service.

7.5 Charges are in Pound Sterling (£) exclusive of VAT which, if payable, will be added to your invoice and which you must pay in addition.

7.6 Payment shall mean the receipt by us at our principal place of business (or elsewhere as we may direct) of cash, or the crediting to our bank account of a cheque or money transferred electronically or through the clearing bank's BACS system.

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

8. Limitation of Liability

8.1 You acknowledge and agree that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such systems. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot therefore guarantee uninterrupted provision of Services. We will take all commercially reasonable steps to minimise any such periods of interruption or non-availability.

8.2 You acknowledge and agree that we make no warranty and give no representation of any kind in relation to Third Party Data and we accept no responsibility or liability for inaccuracy in or arising out of Third Party Data.

8.3 Nothing in the Contract shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation.

8.4 Save as provided in this Condition 8, we shall not be liable, to the maximum extent permitted by applicable law, for any of the following losses or damage (whether arising in contract, tort (including negligence) strict liability, or otherwise, and whether such losses or damage were foreseen, foreseeable, known or otherwise):

8.4.1 loss of revenue;

8.4.2 loss of actual or anticipated profits (including for loss of profits on contracts);

8.4.3 loss of anticipated savings;

8.4.4 loss of business;

8.4.5 loss of opportunity;

8.4.6 loss of goodwill;

8.4.7 loss of reputation;

8.4.8 loss of, damage to or corruption of data or software;

8.4.9 wasted expenditure; or

8.4.10 any indirect or consequential loss or damage (including, for the avoidance of doubt, where such loss or damage is of the type specified in Conditions 8.4.1 to 8.4.9).

8.5 Save as provided in Condition 8.3, our entire liability under the Contract shall not exceed the total Charges paid by you for the Service that is the subject of the claim.

8.6 All conditions and warranties stated in the Contract shall replace all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying the Services which but for this Condition 8.6 have effect between us and you or would otherwise be implied into or incorporated into the Contract, whether by statute, common law or otherwise, all of which shall be excluded to the maximum extent permitted by law (including, without limitation, the implied conditions, or warranties).

8.7 Save as provided in Condition 8.3, if we make an error in, or omission of or from an Advertisement (provided that such error or omission does not arise as a result of a failure by you to comply with your obligations under the Contract), we will correct this as soon as reasonably practicable upon receipt of written notification and without charge to you. Further, we may reduce the Charges for such Service as is fair and reasonable having regard to the nature of the error or omission or extend the duration of the Contract without charge to you. Save as provided above, this represents the full extent of our liability to you in respect of errors in or omissions from Advertisements.

8.8 Save as set out in the Contract, if we fail to comply with our obligations under the Contract as a result of an event outside of our reasonable control, we will have no liability to you as a result of such failure. We will promptly notify you as soon as reasonably practicable (and in any case, within fourteen (14) days) and we will take all reasonable steps to eliminate or mitigate the consequences of such an event, and where relevant, resume performance of our obligations affected by that event as soon as practicable.

9. Indemnities

9.1 You will at all times and on demand fully indemnify us and keep us fully indemnified from and against any losses, and/or liabilities in relation to any proceedings, claims, demands, damages, fines, costs, expenses and charges, which are incurred or suffered by us or our employees or agents arising out of your conduct, including, but not limited to, any breach of the Contract claims, threatened or made against us arising as a result of your non-compliance with any of your representations, warranties or obligations set out in the Contract.

10. Changes to the Services

10.1 We are committed to the constant improvement of our products and services. Notwithstanding our right to suspend or terminate the Services in accordance with Conditions 11 and 13, we may modify Yell.com or any of the Services from time to time without prior notice but in so doing we will try not to diminish the value and utility of the Services to any material degree. If we consider, acting reasonably, that such modification is likely to have a serious detrimental effect on your financial position, we will notify you of such modification and you shall have the option to:

1. agree to the modification and continue to receive the Services; or
2. terminate the Services and you will be entitled to a refund of that part of any Charges you have already paid to us and which relates to a period after the date that the Services have terminated.

10.2 We may from time to time amend these Conditions. Save where we are acting because of a legal requirement or a court order, the updated version of the Conditions will be made available on Yell Direct, together with their effective date. You agree to visit Yell Direct regularly to find out about any changes. If you do not agree with any legal change to these Conditions you may notify us in writing within fourteen (14)days of the date of the notice being posted on Yell Direct to terminate the Contract, and thereafter, we will give you a proportionate refund of the Charges for the remaining period.

11. Suspension of the Services

11.1 Without prejudice to any other rights we may have, we may suspend the Services in whole or part, and without notice, in circumstances where:

11.1.1 we (in our sole discretion) consider the Advertisement or other material (including without limitation a weblink or your linked website) is unlawful, misleading, offensive, prejudicial or inflammatory; is likely to expose us to claims or liability, lead us into prosecution, criticism, or disrepute or cause us embarrassment; infringes our rights or the rights of third parties or does not comply with our then current advertising guidelines and policies, including the Yell.com pay per click keyword editorial guidelines, (a copy of which we will provide on request) or if the display of an Advertisement or other material does or would, in our reasonable opinion, be likely to mislead, offend, or disadvantage a User or otherwise misrepresents the nature of the goods or service being advertised or the place or places from which you conduct business; or

11.1.2 you fail to pay our Charges in accordance with Condition 7; or

11.1.3 we have reasonable grounds to believe that the rights' owner of any IPRs within the Content of your Advertisement or material has withheld, withdrawn or failed to give his permission for your use of the same.

11.2 You may notify us in writing that you want us to permanently remove your Advertisement from display on Yell.com. We will endeavour to action this request as soon as is reasonably practical. You are not discharged from your obligations to pay the full amount of the Charges contracted for, notwithstanding the removal of an Advertisement.

11.3 Any period during which we may suspend the Services will continue until the circumstances giving rise to our right to suspend the Services ceases to subsist or until the Contract is terminated in accordance with Condition 13.

11.4 In the event we take action under Conditions 11.1.1 to 11.1.3, you will continue to be obliged to pay any Charges owing or that arise during the period when the Service is suspended.

12. General Warranty and Grant of Rights

12.1 Without prejudice to your other rights and obligations, you represent, warrant and undertake throughout the term of the Contract that:

12.1.1 you have and will have the authority to enter into the Contract and to perform your obligations in accordance with it;

12.1.2 you are acting and shall act in a business capacity on behalf of your business and not as an individual or as a consumer;

12.1.3 the Contract is entered into and shall be operated solely for legitimate business activities; and

12.1.4 you have obtained and shall continue to hold all rights, permission and consents to enable Yell Group to use the Content (including any data or copyright works as referred to in Clause 4.2) and all IPRs in it, in accordance with these Conditions.

12.2 You grant to Yell Group, its agents and service providers throughout the term of the Contract a worldwide, irrevocable, royalty free, fully paid up, transferable, non-exclusive licence (and right to sublicense) to copy, reproduce, use, communicate to the public, publish, distribute, transmit, stream, download, adapt, modify and reformat all such IPRs and Content (including any data, copyright works and any other materials referred to in Clause 4.2) for the purposes of:

(a) providing the Services to you;
(b) displaying Advertisements (whether in whole or in part) by any means, and across any media whether now known or invented after the date of the Contract on products, services and information provided by Yell Group which may include the display of your Content and IPRs on third party properties and platforms to whom we syndicate or otherwise distribute Advertisements; and
(c) marketing, research and promotional activities.

The rights hereby granted shall also include the right to link your Advertisement to, or present it in conjunction with, other material.

12.3 The continued use of IPRs and Content and any other data and copyright materials referred to in Clause 4.2 in accordance with Clause 12.2 beyond the term of the Contract shall not constitute an infringment or breach of contract where such use arises as a result of our continued use and supply or printed materials bearing the Advertisement.

12.4 Where Content comprises in whole or in part material that has previously been published in other media such as, by way of example and not limitation, printed directories, you warrant that you have all rights, authority, licences and consents necessary to order the reproduction of that material in the media channel that is the subject of the Advertisement Order.

12.5 We may:

12.5.1 disclose to such persons as we reasonably consider to be the owner of IPRs in Content provided by you, your intention to use such IPRs and you give your irrevocable consent to such disclosure;

12.5.2 ask you to provide us with suitable documentary evidence that will reasonably satisfy us of your entitlement to make use of IPRs, and to permit us to make use of IPRs on your behalf, and you agree to provide such evidence upon request.

12.6 Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs.

12.7 You acknowledge that Yell owns all IPRs in Yell.com and the Database.

12.8 All IPRs in Created Material, shall be owned by us, whether or not the Created Material is derived or developed from Material supplied as Content.

12.9 Ownership of the IPRs in Created Material does not pass on to you and you will not be entitled to use Created Material in any form or in any media unless otherwise provided in this Contract.

12.10 Where you have provided Yell with a brief or instruction for the development of Created Material it is your obligation to ensure that the Advertisement incorporating the Created Material does not and will not during the term infringe, contravene or otherwise impair the rights of any third party.

13. Termination

13.1 Without prejudice to Conditions 10 and 11, we may terminate any or all of the Service or part thereof, at any time by providing you not less than fourteen (14) days notice of such termination. In the event of such termination, you will be entitled to a refund of that part of any Charge you have already paid to us and which relates to a period after the date that the Services or part thereof have terminated.

13.2 We may terminate all or part of the Services with immediate effect by giving written notice to you if:

13.2.1 you commit a material breach of any provision of the Contract, or a series of breaches of the Contract which when taken together amount to a material breach of the Contract, provided that in the case of a breach which is capable of remedy you fail to remedy the breach within fourteen (14) days of receiving a written request to do so;

13.2.2 you cease or threaten to cease to carry on the whole or any part of its business or is unable to pay its debts as they fall due;

13.2.3 if you are a limited company, you convene a meeting of your creditors or a resolution is passed or proposed for your voluntary winding up or a petition for your compulsory winding up is presented or proposed; if you are a person, firm or a partnership, you, or any one of you, convene a meeting of your creditors or a resolution is passed or proposed for an individual voluntary arrangement for you or any one of you, or a petition for your, or any one of your, bankruptcy is presented or proposed;

13.2.4 an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for; by you or any one of you;

13.2.5 you undergo a change in control (other than as a result of reorganisation, amalgamation or reconstruction without insolvency);

13.2.6 you are the subject of a receiving order in bankruptcy (or in Scotland are sequestrated or in Northern Ireland are adjudicated bankrupt) or suffer execution, distress, any form of diligence or seizure to be levied or effected on or against your premises, assets or effects; or

13.2.7 we suffer from any event or circumstance which is beyond our reasonable control or which it could not reasonably be expected to have taken into account at the date of the Contract, and which results in or causes our failure to perform any or all of our obligations under the Contract.

13.3 Where Services are made available to you on a try-before-you-buy basis, you are entitled to terminate those specific Services upon giving notice to Yell on or before the opt out date applicable to those Services. The opt out date will be stated on your Advertisement Order. If we do not receive your notice of termination on or before the opt out date then no further cancellation option is available to you for those Services.

13.4 Conditions 2, 4, 8, 9, 12, 13, 15 and 16 survive termination of a Contract.

14. Unsolicited Goods and Services Act 1971

You acknowledge and agree that any Advertisement Orders requiring the inclusion of an Advertisement or other details relating to you in a Database may constitute an entry in a directory within the meaning of Section 3 of the Unsolicited Goods and Services Act 1971 as amended from time to time and that the Advertisement Order shall be construed as the note of agreement required by the same Section 3.

15. General

15.1 You shall not assign or otherwise dispose of all or any of your rights or obligations under the Contract without obtaining our prior written consent.

15.2 Failure of either party to assert its rights in relation to any breach of the Contract shall not constitute a waiver of such rights, nor will any such waiver be implied.

15.3 Each provision of these Conditions shall be construed separately and shall be severable from these Conditions. If any provision of these Conditions (or portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Conditions will not be affected or impaired.

15.4 The headings of these Conditions are for convenience only.

15.5 Any communication to be given in connection with the matters contemplated by the Contract shall, except where expressly provided otherwise, be in writing and shall either be delivered by hand or sent by first class pre-paid recorded post. Delivery by courier shall be regarded as delivery by hand. Any notices served under the Contract shall be deemed to have been served as follows:

15.5.1 if personally delivered to the registered office of one of the parties, on delivery; and

15.5.2 if sent by first class pre-paid recorded post, 48 hours after the same was delivered to the postal authorities.

15.6 Each party agrees that in entering into the Contract it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in the Contract for which its sole remedy shall be for breach of contract under the terms of the Contract. Nothing in this Condition shall, however, operate to limit or exclude any liability for fraud.

15.7 A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. We contract in our own name, on our own behalf and for the benefit of all other members of Yell Group. Each member of Yell Group shall be entitled to enforce the terms of this Contract in its own right.

15.8 The Contract constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes all prior discussions, agreement or understanding between you and us.

15.9 We may disclose to third parties any address at which you conduct business and which is known to us, whether or not the same is displayed in Advertisements. You consent to such disclosure.

15.10 At our sole discretion we may accept requests to process Advertisement 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 Advertisement Orders; or (2) your failure to fully comply with guidance and instructions issued by us.

16. Governing Law and Jurisdiction

The Contract is made and shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

Effective as at: 25th November 2008

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