Themed guide conditions
These conditions of contract for themed guides ("Conditions") together with our Rate Card apply to all orders to the exclusion of all other terms and conditions.
1. The Contract
These Conditions set out the standard conditions for the provision of the Services to the exclusion of all other written or verbal representations, statements, understanding, negotiations, or proposals.
Except as expressly provided for in these Conditions no servant or agent of Yell has authority to agree any variation or addition to a Contract or to make any representation or to give any warranty whatsoever.
In these Conditions:
means the advertisements more particularly referred to on the Order Form from the range of advertisement types made available by Yell from time to time in relation to Themed Guides.
means a document or electronic communication by the completion and submission of which to Yell the Customer offers to purchase one or more of the Services from Yell as agreed between the Parties from time to time and subject to the terms of this Agreement. For the avoidance of doubt, any such Order Form shall include all information reasonably required by Yell in order ot provide the Services including, without limitation: size or type of Advertisement; the Themed Guide in which the Advertisement is to be Published; the agreed price of the Advertisement.
means a change to the Content of an Advertisement.
means the twelve month fixed term contract between the Customer and Yell for the publication of Advertisements in the Insurance Directory Themed Guide publications published by Yell during this period.
"Annual Commitment Cancellation Monthly Rate"
means either (i) the monthly price set out on the Advertisement Order that takes effect if Customer chooses to cancel the Annual Commitment contract as set out under Condition 4.2.4 (b); or (ii) in the event that the said price is not set out on the Advertisement Order the full undiscounted published monthly Rate Card price shall apply.
means material suitable for Yell's production purposes and containing the graphic Content of an Advertisement.
means a section of a Directory which is specific to the trade or profession described in the heading used for that Classification.
means these standard conditions.
"Confirmation of Order"
means a document or electronic communication that may be issued from time to time by Yell to confirm acceptance or cancellation of the Customer's order for Services or acceptance of Amendments or Order Changes.
means any and all of the text, graphics, photographs, design, shading and colouration constituting or intended to be included in an Advertisement.
means a contract between the Customer and Yell incorporating these Conditions. Each Advertisement and the production of each piece of Artwork shall be deemed to be the subject of a discrete Contract made upon and subject to the Conditions.
means the person, company or other organisation named on the Order Form as Customer who or which wishes or offers to purchase one or more of the Services.
means any printed directory or directory type product published by Yell.
"Final Amendment Date"
means the latest date by which the Customer may request an Amendment which date is shown in the latest Confirmation of Order sent to the Customer or as may be otherwise notified to the Customer from time to time. The Final Amendment Date is subject to change by Yell in its sole discretion.
"Financial Services Regulatory Regime"
means the regime regulated by the Financial Services Authority pursuant to the Financial Services and Markets Act 2000 and by secondary legislation and regulations made thereunder and which regime governs persons, companies and other organisations, their activities the conduct of business and the advertising and promotion of financial products and services.
means a change to the Advertisement size
means an Advertisement provided by Yell as part of a promotional offer or at a discounted rate.
means any copyright material, brand name, trade or service mark or logo of the Customer or a third party.
means a standard price list issued by Yell from time to time giving the standard prices of Advertisements and other details relating to the publication of Themed Guides.
means the services to be performed in accordance with a Contract for the insertion of Advertisements into Themed Guides.
means a printed periodic guide whose content relates to a specific Classification or other discrete topic;
means Yell limited.
Words denoting the masculine gender include the feminine and neuter and vice versa and words denoting the singular include the plural and vice versa.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
Reference to any statute or statutory provision includes reference to the statute or statutory provision as from time to time amended extended or re-enacted.
To the extent that a term of an Order Form conflicts with a term of these Conditions, the term of these Conditions shall prevail to the extent of the inconsistency, except to the extent that the applicable Order Form expressly and specifically states an intent to supersede the Conditions on a specific matter. Any variation in an Order Form shall operate only in relation to such Order Form.
- 3.1 Unless otherwise agreed or provided for by law or statute a Contract shall not come into existence until
- Yell shall have sent to the Customer a Confirmation of Order that accepts the application for the publication of Advertisements
The specific details of any Services to be provided shall be agreed in writing between the Parties in an Order Form from time to time. YELL shall not be under any obligation to accept or agree to an Order Form.
4.0 Amendment and Cancellation
Amendment / Order change by Customer
4.1.1 Save in the case of Promotional Advertisements the Customer may request an Amendment or an Order Change at any time before the Final Amendment Date. Promotional Advertisements may be restricted in availability to certain Advertisement sizes and types. In the case of Promotional Advertisements, the Customer will only be permitted to request changes to Content in accordance with this Condition 4.1.
4.1.2 Requests for Amendments or Order Changes should be made by the Customer in writing or by email on its own business stationery to Yell at the address shown on the Order Form.
4.1.3 Yell will issue to the Customer a note confirming receipt and giving details of the Amendment. The Customer should check the details carefully and should advise Yell immediately of any errors or omissions.
4.1.4 The Customer may elect to telephone a request for an Amendment before the Final Amendment Date to Yell's Customer Service telephone number. In such event, Yell will not accept any liability for the accuracy of the requested Amendment and may decline to accept the Amendment over the telephone.
4.1.5 Requests for an Order Change can only be considered by Yell if made in accordance with the provisions of Condition 4.1.2. Each Order Change shall be chargeable to the Customer at the appropriate rates shown in Yell's then current Rate Card that will be made available on request.
4.1.6 A request for an Order Change shall be deemed to be subject to and incorporate these Conditions and shall be accepted by Yell on the despatch of a corresponding Confirmation of Order.
4.1.7 If an Order Change is not accepted by Yell then Yell shall proceed with the publication of the previously ordered advertising unless such advertising has been cancelled in accordance with these Conditions.
Cancellation by Customer
4.2.1 In addition to any statutory rights accruing to the Customer, the Customer may apply to cancel without charge an Advertisement except in relation to the Annual Commitment by giving notice as provided for in Condition 16.0, by telephone (to the telephone number of the office of Yell as may be shown on an Advertisement Order and asking for Customer Service) or by use of Yell Direct in the case of Customers registered to use those facilities not less than 90 days before the proposed date of publication of the relevant Themed Guide.
4.2.2 In the event of Yell exercising its rights as provided for in Condition 4.3.2 the Customer may apply within 14 days of receipt of the notice referred to in the said Condition to cancel Advertisements without charge provided that this is not less than 90 days before the proposed date of publication of the relevant Themed Guide.
4.2.3 No Advertisement shall be deemed to have been cancelled in accordance with the provisions of this Condition 4.2 until Yell shall has issued a Confirmation of Order accepting the cancellation except in case of any statutory right of cancellation.
4.2.4 In relation to the Annual Commitment the Customer is entitled to terminate the Annual Commitment contract provided the Customer complies with the following:
- the Customer must provide 90 days notice as provided for under Condition 16.0 by telephone (to the telephone number of the office of Yell as may be shown on an Advertisement Order and asking for Customer Service) or by use of Yell Direct in the case of Customers registered to use those facilities before the proposed date of publication of the relevant monthly Themed Guide otherwise cancellation of the Advertisement in that Themed Guide shall not take effect; and
- the Customer shall pay the Annual Commitment Cancellation Monthly Rate for those Themed Guides already published or which cannot be cancelled under Condition 4.2.4 (a) as part of the Annual Commitment contract.
4.2.5 Yell agrees that provided Customer satisfies the conditions of Condition 4.2.4 Yell will refund the balance of the monies paid by the Customer in advance under the Annual Commitment contract less any payments due to Yell for Themed Guides already published under the Annual Commitment contract.
Amendment by Yell
4.3.1 Yell may from time to time amend these Conditions by a document referring expressly to this Condition 4.3.1 and signed by a duly authorised signatory and Yell shall as soon as possible and in any event not less than 7 days before any such amendment is to take effect give written notice of such amendment to the Customer.
4.3.2 Yell has a policy of continuing product improvement and reserves rights, inter alia, to alter the area of coverage and distribution of Themed Guides, the title of any Themed Guide, advertisement policies and the range of available Advertisement types used in the Themed Guides from time to time. If Yell, acting reasonably, considers that such a product improvement is likely to have a serious adverse affect on a Customer, then Yell will notify the Customer of such improvement in the manner provided for in Condition 4.3.1 but shall not otherwise be obliged to inform the Customer.
Cancellation by Yell
4.4.1 Yell may (without prejudice to any other right or remedy) remove any Advertisement or refrain from proceeding with any other Advertisement ordered by the Customer and to refuse any further Advertisement so ordered without penalty and with immediate affect if the Customer
- fails to pay when due any sum payable under a Contract for advertising in a Themed Guide;
- is the subject of a receiving order in bankruptcy (or in Scotland is sequestrated or in Northern Ireland is adjudicated bankrupt) or becomes insolvent or makes any composition or arrangement with or assignment for the benefit of creditors or suffers execution distress any form of diligence or seizure to be levied or effected on or against the Customer's premises assets or effects or being a company goes into liquidation, whether voluntary or compulsory or has a receiver or administrative receiver of any asset appointed
- fails to observe or perform the Conditions of a Contract; or
- fails to provide Content that is compliant with the Customer's obligations set out in Condition 7.2.
4.4.2 Yell may cancel any Contract without penalty by giving not less than seven days notice in writing to the Customer to expire at any time before the proposed publication date of the Themed Guide concerned.
Reservation of Advertisement
4.5.1 The Customer shall be entitled to reserve available Advertisements for a period of up to 48 hours upon notice in writing or by email to Yell. In the event that the Customer has not confirmed the Order within 48 hours from the time of reservation, Yell shall be entitled to cancel the reservation and offer the Advertisement to third parties, without any liability to the Customer.
5. Charges and Payment
The charge for each Advertisement (or the total charge for a number of Advertisements) shall be that set out on an Order Form or that which may be calculated from the Rate Card applicable to the Advertisements or Artwork concerned as the cas emay be. In the case of conflict, the charges shown in the applicable Rate Card shall prevail. If a reduction is shown in respect of a promotional offer or discount and the Customer continues to meet all the terms of eligibility relating to that promotional offer or discount then the charge shall be reduced by the amount shown but not otherwise. Terms of eligibility of promotional offers will be made available by Yell on request.
Unless otherwise agreed in writing payment in full shall become due from the Customer on demand. If payment is to be made in instalments and if the Customer fails to pay any instalment on its due date then Yell shall be entitled to demand payment of the unpaid balance including all arrears.
If the Customer fails to comply with any of the Conditions he shall nevertheless continue to be liable for all charges due and to become due.
6. Obligations of Yell
Yell will, subject to the provisions of these Conditions:
6.1.1 publish the Advertisements if applicable within the applicable Themed Guide;
6.1.2 distribute the Themed Guides.
Yell does not give nor make any warranty condition or undertaking whatsoever as to the duration of the lifetime of any Directory.
Reproduction Quality and Limitations
Proofs that may be issued by Yell pursuant to Condition 9 are produced using different printing processes and on different paper stock from those processes and paper stocks used in the manufacture of the Themed Guides. The Customer understands and accepts that the reproduction quality of Themed Guides will generally be of a lower definition. In the case of colour Advertisement, the Customer understands and agrees that there will be some variation between the colour shown in any proof that Yell may have provided for that Advertisement and the version as printed in the Themed Guide. Similarly, there may occasionally be some colour and tonal variation between adjacent pages in the same Themed Guide and this factor may adversely affect the appearance of a double page spread type Advertisement. In the case of a double page spread Advertisement, Yell does not warrant the alignment of the two pages. Yell will not accept any liability for such degraded definition, colour variation nor alignment imperfections should they occur.
7. Obligations of Customer
Materials to be provided
7.1.1 the Customer shall supply to Yell whenever appropriate such materials or inserts as may be required by Yell to publish the Advertisement such materials to be of a quality suitable for Yell's use and to be delivered to a designated location in sufficient time to suit Yell's production requirements for the Themed Guide concerned. Yell does not undertake to return any materials supplied by the Customer.
7.1.2 Yell shall not be obliged to publish any Advertisement for which the Customer has, failed to provide the materials or inserts either at the correct time or has provided materials or inserts of an unsuitable or unusable quality.
7.2.1 The Customer shall comply in all respects with the provisions of any statutes including any regulations, orders and rules made thereunder, all re-enactments or substitutions and any other obligations imposed by law including byelaws applicable to all Advertisements intended for publication in a Directory (including but without limitation the Trade Description Act 1968, the Consumer Credit Act 1974 and Local Government (Miscellaneous Provisions) Act 1976 the Surrogacy Arrangements Act 1985 and Financial Services and Markets Act 2000 ("FSMA")).
7.2.2 The Customer shall in all respects comply with both:
- The British Code of Advertising, Sales Promotion and Direct Marketing; and
- Yell's advertisement policies, current, in either case, as at the Final Amendment Date applicable to an Advertisement. Yell will make its advertisement policies available on request.
7.2.3 The Customer will immediately notify Yell if it becomes aware that the Advertisement Content submitted is in a different category to that indicated in the Customer's copy submission form ("Copy Submission Form").
7.2.4 The Customer hereby agrees, undertakes and warrants that if it places an Advertisement Order or otherwise requests publication of any Advertisement Content 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 in relation to its communication in the Themed Guides) the Customer will ensure that, prior to the proposed date of publication, the final Content of each such Advertisement will have been approved for publication in the relevant Themed Guide for the purposes of s21 of FSMA in writing by a person authorised by the Financial Services Authority.
7.2.5 The Customer will, at any time from the placing of an Order Form until the expiry of the 24 month period commencing on the last day of the month in which a Themed GUide is published, and within seven days of a request from Yell, provide or procure the provision of:
- Proof that it is authorised by the Financial Services Authority or that it is an appointed representative as indicated in the customer declaration: AND
- A certified copy of the authorised person's written approval as required by Condition 7.2.4 or
- An explanation of the applicable exemption or other reason why s21(1) of FSMA does not apply.
7.2.6 The Customer hereby agrees, undertakes and warrants that if it places an Advertisement Order or otherwise requests publication of any Advertisement Content which consists of or includes content governed by the Consumer Credit (Advertisements) Regulations 2004 ("CCAR"):
- The Customer holds any credit licence as may be required pursuant to the Consumer Credit Act 1974;
- The final Advertisement Content to be published by Yell complies in each and every respect with the CCAR and any amendments, re-enactments or substitutions in force as at the proposed date of publication and has been certified as compliant and suitable for publication in a Directory by a person of appropriate expertise; and
- Any APR, including any typical APR, in the Advertisement Content:
- Has been calculated, as at the proposed date of publication, in accordance with the provisions of the CCAR and any amendments, re-enactments or substitutions in force; and
- Has been certified as correct and suitable for publication in a Directory in writing by a person of appropriate expertise such as, but not limited to, the Customer's auditor, compliance officer or chartered accountant.
- The Customer will notify Yell immediately if it becomes aware of any event or matter occurring between the date the Copy Submission Form is submitted to Yell and the Publication date shown on the Copy Submission Form which causes, or could cause the publication of the Content or any part of the Content to constitute an offence under s46(1) and/or s47(1) of the Consumer Credit Act 1974.
7.2.7 The Customer will, at any time from the placing of an Order Form until the expiry of the 24 month period commencing on the last day of the month in which a Themed Guide is published, and within seven days of a request from Yell, provide or procure the provision of:
- Proof that it is licensed by the Office of Fair Trading in accordance with Condition 7.2.6(a);
- A certified copy of the certificate of compliance in accordance with Condition 7.2.6(b); and/or
- A certified copy of the calculations carried out in accordance with Condition 7.2.6 (c)(i) and the written certification in accordance with Condition 7.2.6(c)(ii).
7.2.8 Yell may refuse to publish any Advertisement or any part thereof where:
- it considers in its sole discretion that the Advertisement Content is contrary to or infringes the terms of any legislative provision or the right or privilege of any person or which may mislead members of the public or which members of the public might find offensive prejudicial or inflammatory or is likely to subject Yell to prosecution criticism or embarrassment notwithstandinq the existence of a Contract between the Customer and Yell; and or
- the Customer has failed to provide any information or document requested by Yell pursuant to Condition 7.2.5 and/or Condition 7.2.7;
- the Customer has notified Yell that the publication of Content submitted with a Copy Submission Form may constitute an offence under s46(1) and/or s47(1) of the Consumer Credit Act 1974 pursuant to Condition 7.2.6(d) and fails to provide suitably amended, and where relevant certified, Content within the time specified by Yell or where such notification has been given in insufficient time to enable Yell to process any amendment to the Content before publication.
7.2.9 Yell reserves the right to delete any Proprietary Material from an Advertisement where it has reasonable grounds to believe that the owner or controller of such Proprietary Material has withheld or withdrawn permission for the Customer's use of the same. In these circumstances, deletion shall not be deemed to be a breach of Yell's obligations under a Contract.
7.2.10 The Customer warrants 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 the Themed Guide(s) concerned.
Call Counter Programme
7.3.1 Yell may, at its sole discretion, make available to the Customer a telephone number(s) for at least 18 months from the date of the publication of the relevant Yellow Pages directory (the "Minimum Period") commencing 0845 (the "0845 Number") for use in the Advertisements as set out in the Advertisement Order. Persons calling the 0845 Number will be connected to the Customer via the Customer's existing fixed line telephone number(s) as nominated by the Customer on the Advertisement Order. The 0845 Number service will commence upon the publication of the relevant Themed Guide stated on the Order Form and will continue for the Minimum Period.
7.3.2 In the event that the Customer requests and Yell agrees to the provision of an 0845 Number the following shall apply:
- Yell shall be entitled to pass details of the Customer's existing fixed line telephone number(s) to Yell's telecommunication supplier(s) for the purposes of facilitating the connection of calls made to the 0845 Number to the Customer's fixed line;
- Yell shall be entitled to access and view statistics measuring the volume of calls made to the 0845 Number and to use aggregated data for its own research and for inclusion in marketing, publicity and promotional material.
- Data shared with the Customer relating to the 0845 Number service will be disclosed at Yell's sole discretion and in such format that Yell deems appropriate.
- The Customer will not acquire any rights in the 0845 Number. However Yell will not release the 0845 Number to any third party until the end of the Minimum Period;
- The Customer will include the 0845 Number in the Advertisements and the Customer will not make use of nor promote the 0845 Number in any other publication or in any media or means of promotion (whether or not owned by Yell) nor otherwise disclose it to third parties;
- Yell is under no obligation, and does not guarantee that it will continue, to provide the 0845 Number to the Customer for any Advertisement on any subsequent renewal of this Agreement.
7.3.3 Yell's liability under or in connection with the provision of the 0845 Number, howsoever arising, shall not, in respect of each Advertisement, exceed the price of the relevant Advertisement. In particular, Yell shall not be liable for any indirect loss, loss of profits, loss of revenue, loss of anticipated savings, loss of or damage to business opportunity or goodwill. Yell does not exclude liability for death or personal injury caused by any negligence of Yell.
7.3.4 Allocation of 0845 Numbers is subject to availability and in the event Yell is unable to allocate 0845 Numbers to the Customer in accordance with these terms, the Advertisements will be published with the fixed line telephone number set out in the Order Form.
7.3.5 Yell's Call Counter Programme is provided to the Customer free of charge for the purpose of monitoring the effectiveness of the Advertisement. Accordingly, subject to the Minimum Period, the 0845 Number will be withdrawn and re-allocated should the Customer decide in the future, either, to withdraw from the Call Counter Programme, or, not to renew the Advertisements.
7.3.6 Yell reserves the right to allocate different 0845 Numbers to those set out in the Order Form prior to publication of the relevant Themed Guide in the event of an operational issue arising such that it is necessary to allocate different 0845 Numbers.
7.3.7 With the exception of a mobile and fax number, only 0845 numbers can be used in the Advertisement. The purpose of the Call Counter Programme is to prove the effectiveness of Themed Guuide advertising and therefore no fixed line number will be published in an Advertisement under the Call Counter Programme.
8. Limitation of Liability
Yell does not exclude or restrict liability for death or personal injury resulting from its own negligence.
In the event of error in or omission from or of an Advertisement the Customer shall be entitled to a refund of such part (not exceeding the whole) of the charge for the Advertisement concerned as is fair and reasonable having regard to the nature of the error or omission. In the event of a serious error or omission Yell may in addition to giving a refund publish or procure the publication of a similar correct Advertisement free of charge in the next issue of the Themed Guide concerned.
Except as stated above Yell will not accept any liability in respect of errors or omissions whether or not arising from negligence.
Save in the case of losses arising as a result of its own fraudulent activity for which Yell does not seek to exclude or restrict its liability, Yell shall in no circumstances be liable in contract tort or otherwise for loss (whether direct or indirect) of profits business or anticipated savings or for any indirect or consequential loss whatever.
Yell will endeavour to provide the Customer with a proof of all Advertisements prior to publication. However, Yell does not give nor make any warranty condition or undertaking whatsoever that such proofs will he provided. Where time does not permit the issue of proofs the Advertisement will be published in accordance with the relevant Advertisement Content details provided by the Customer and such publication will be deemed to satisfy the obligation of Yell.
10. Layout of Advertisement and Themed Guides
Advertisements are purchased on the basis of a particular position within the Themed Guides as set out in the Order Form. Notwithstanding the above.
An Advertisement may at the sole discretion of Yell be published at the contracted price in a different style or size of typeface from that requested by the Customer if the style or size of typeface specified does not conform with the typefaces used by Yell for the printing of the relevant Themed Guide.
The Customer shall keep Yell indemnified from and against all proceedings, claims, demands, damages fines, costs, expenses and charges taken made or awarded against Yell or its servants or agents arising out of or in connection with any Advertisement including those arising out of the Customer's non-compliance with the provisions set out in Condition 7.2, actual alleged or inadvertent defamation, passing off, mis-description, false trade description of goods and services offered, error omission or infringement of copyright trade mark or service mark design right or privilege.
12.0 Warranty as to Trade Marks and other Intellectual Property Rights
The Customer confirms and warrants that he has been and is duly authorised by the owner to use or that he is the owner of all Proprietary Materials incorporated into Advertisements and all other matter incorporated therein which is protected by copyright or any other intellectual property rights.
Yell reserves the right prior to publishing Customers' Advertisements to disclose to the owner of any Proprietary Material to be incorporated into Advertisements, the Customer's intention to incorporate such materials; and to any statutory body, having the authority over the content or appearance of Advertisements, the Customer's intention to advertise.
The Customer hereby consents to:
- disclosure as provided for in Condition 12.2; and
- the use and retention of such materials for Yell's internal processes in publishing Themed Guides, monitoring advertising content from time to time and providing information services to third parties via such of Yell's products and services as it makes available from time to time in addition to Themed Guides.
13.0 Intellectual Property Rights in the Advertisement
Save as aforementioned all intellectual property rights created or used by Yell in connection with a Contract shall be and remain the property of Yell.
14.0 Price of Themed Guides
As far as is reasonably possible, Themed Guides are distributed free of charge to all addresses.
In addition to this free distribution at least one hundred copies of each Themed Guide will be made available for sale and offered at the price of £5 per copy excluding post and packing.
15.0 Force Majeure
Yell shall not be liable in respect of any breach of this Contract due to any cause beyond its reasonable control including (but without limitation) act of God, inclement weather, flood, lightning or fire, industrial action or lockouts, the act or omission of Government highways authorities or other competent authority, war, military operations or riot, the act or omission of any party for whom Yell is not responsible.
Any notice or other communication required to be given or served for the purposes of a Contract except where otherwise provided shall be in writing and shall be deemed to have been duly given and served if sent by post or delivered by hand.
The Customer's address for service shall be the address shown on the Advertisement Order as the Customer's address or an address notified to Yell by the Customer as an address to which bills may be sent or the Customer's usual or last known place of abode or business or if the Customer is a limited company its last known registered office.
Yell's address for service shall be Customer Service Dept., Queens Walk, Oxford Road, Reading, Berkshire RG1 7PT or such other address as may be notified to the Customer.
17.0 Rights of Third Parties
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.
Yell reserves the right to disclose to third parties any address at which the Customer conducts business and which is known to Yell whether or not the same is published in Advertisements. The Customer hereby irrevocably consents to such disclosure.
18.0 Applicable Law
The Contract shall be subject to and construed and interpreted in accordance with the laws of England.
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