The Contract

Please read these terms and conditions ("Conditions") carefully as the Conditions form the basis of our contract with you for Yell Direct. Your use of Yell Direct signifies your agreement to be bound by these Conditions.

In addition, when you purchase any current or future Products and/or Services via the Website, the Products you purchase will also be subject to our applicable terms and conditions, guidelines and policies, which are available for you to view online at www.yelldirect.com/legal and include by way of example (but without limitation):

• Yell.com Advertising Rates
• Yell.com Terms & Conditions
• Yellow Pages directory Terms & Conditions
• Business Pages directory Terms & Conditions
• Yellow Pages 118 24 7 Terms & Conditions
• Advertising Policies
• Privacy and Security Policy

If these Conditions and our other applicable terms and conditions, guidelines and policies or any part of them are inconsistent, then these Conditions will prevail.

1. Definitions

In these Conditions (unless the context requires otherwise):

"Advertisement" means an advertisement from our range of advertisement types including PPC Keyword Advertisements more particularly listed on the Website or as otherwise notified by us to you;

"Advertising Rates" means the price list for Products issued by us from time to time setting out the prices of and descriptions and other details for the Products;

"Charges" means our charges for the Products as set out in the Yell.com Advertising Rates or otherwise notified to you by us at the Website;

"Click Through" means the action of following a hyperlink within an PPC Keyword Advertisement to another web site or another page or frame within that web site;

"Content" means the textual and graphic content of an Advertisement including, without limitation, text, graphics, images, photographs, sounds, music, video, animation, characterisation and trade marks;

"Created Material" means any material or item created 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 and/or any Products that you purchase may be stored for the purposes of our providing the Services;

"IPRs" means all intellectual property rights including but not limited to all registered and unregistered trade marks, patents, service marks, trade secrets, design rights (whether registrable or otherwise), applications for any of the foregoing, copyrights and other rights in works of authorship (including rights in computer software), moral and artists' rights, semi-conductor topography rights, database rights, know-how, trade or business names and other similar rights or obligations, whether registrable or not, in any country (including the United Kingdom) for the full term of the rights together with any extensions or renewals;

"Order" means a request from you for us to provide a Service;

"Pay-as-you-Go" means any Product offered by us via the Website for purchase of certain Products for a flexible advertising period, as notified by us at the Website from time to time;

"PPC Keyword Advertisement" means the pay per click bid-for position keyword advertising service provided by us via Yell Direct for the purchase of certain Services for a flexible advertising period. Such advertisements shall be provided either on a pre-pay or post-pay basis, at Yell's sole discretion;

"PIN number" means your personal identification number issued by us to activate your registration;

"Product" means any products offered by us from time to time for purchase via Yell Direct, including (without limitation) Advertisements;

"Registration" or "Register" has the meaning given to it in Clause 2ii;

"Services" means the services we agree to provide to you under these Conditions including (without limitation) Yell Direct;

"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;

"we", "us" and "our" means Yell Limited (registered in England and Wales with number 04205228) with its registered office at Queens Walk, Oxford Road, Reading, Berkshire RG1 7PT;

"Website" means the internet website www.yelldirect.com, which is owned and operated by us;

"Yell.com" means the internet website www.yell.com which is owned and operated by us;

"Yell Direct" means the internet based facility at the Website by and through which you may, if you Register, subject to and in accordance with these Conditions, Order, cancel (if applicable), amend and pay for Products, if any, that you purchase from time to time and use account management services as offered by us at the Website from time to time; and

"you" and "your" means the person who or company or other organisation that accesses Yell Direct and/or requests us to perform the Services.

2. Registering for Yell Direct

1. There are pages at the Website that are password-protected and Services that are only available to Yell Direct account holders, meaning people who have registered to use Yell Direct and to whom we have allocated a username, password (and PIN number if appropriate).
2. To activate your Yell Direct account, you must apply to register with us for Yell Direct by completing our online registration form. We may, in our absolute discretion, accept or refuse any registration application. If we accept your application, we will send to the postal address that you provide a PIN number for you to use at the Website to activate your registration the first time you log in. Once you activate your registration, you will become a Yell Direct account holder. In the event that you register for the first time and only require a PPC Keyword Advertisement, a security code (username and password) will be issued to you online and no PIN number will be sent by post. Thereafter, you will receive directions on how to activate your Yell Direct account.
3. Subject to these Conditions, when you have Registered you will be allowed to use your account to:
   1. view and amend your Yell Direct account information including, by way of example, contact information and billing details;
   2. submit Orders and view all current and previous Orders submitted (both online and offline);
   3. view online certain types of Advertisements, as notified by us at the Website from time to time, and submit requests to us regarding proposed amendments to your Advertisements;
   4. view statistics that we may make available from time to time regarding Advertisements that we have published for you;
   5. manage your PPC Keyword Advertisement including the ability to "switch off" and "switch on" by changing the dates of publication for and/or cancelling publication of that PPC Keyword Advertisement; change your keywords or alter your bid prices.
   6. manage your Pay-As-You-Go Products including the ability to "switch off" and "switch on" (following the minimum period of one calendar month from the first date of publication) by changing the date of publication for/and/or cancelling publication of that Pay-As-You-Go Product, using the Website.
   7. authorise online payment of the Charges for the Products and search and view financial information about Charges that you owe or have paid; and
   8. otherwise use your account to request any other Services offered by us via the Website to account holders from time to time, as notified at the Website.

3. Our Responsibilities

1. Subject to these Conditions, we shall endeavour to:
   1. make the Website available;
   2. send to the email address that you provide an email confirming receipt and details of any Order that we accept (if you use Yell Direct to place an Order); and
   3. provide or procure the provision of the Services using the reasonable skill and care of a competent provider of services of the type provided.

4. Your Responsibilities

1. You acknowledge and agree that:
   1. you are responsible for your Yell Direct account and maintaining the confidentiality of your password and you shall take all necessary steps to ensure that the password is kept confidential and secure;
   2. you shall inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being used or is likely to be used in an unauthorised manner;
   3. you accept all responsibility for any and all activities that occur at or through your Yell Direct account (whether authorised or not);
   4. you shall ensure that all information that you provide to us is and remains at all times true, correct and complete;
   5. you shall pay our Charges in accordance with Clause 5 for each Service that you purchase;
   6. you shall advise us of and send to us any Content that we require from you to perform the Services in a suitable format, as specified on the Website or otherwise notified to you;
   7. you shall ensure that all Content that you provide is legal, decent, honest and truthful and complies with our current advertisement policies, a copy of which can be accessed on the Website;
   8. you shall ensure that all electronic files that you provide to us have been produced using properly licensed software and are free from computer viruses, worms, Trojan horses or other malicious computer code;
   9. you shall, where the nature of a Product requires your periodic attention, (including without limitation file clearing and maintenance to your own computer hardware or systems to receive or maintain the services for a Product) perform and take such steps as are in all the circumstances reasonably required; and
   10. you shall comply with these Conditions and any of our other requirements relating to Yell Direct and use of the Products and/or Services existing from time to time, as notified to you.
2. To the extent that the provision of the Services relates to an Advertisement that is linked to a website designated by you, you hereby grant to us the right to access and index such website, or any portion thereof, by automated means including web 'spiders' or 'crawlers', except where technical measures have been employed preventing such access.

5. Payment

1. Yell will not charge you for use of Yell Direct, but you must pay the Charges for the Products in accordance with this Clause 5.
2. When payment is due in respect of a Product or Service (other than a pre-pay PPC Keyword Advertisement or where it is made available as Pay-As-You-Go), we will send you an invoice for the Charges. For a pre-pay PPC Keyword Advertisement and Pay-As-You-Go Advertisements we will not send you an invoice but will make your invoice available for you to access online via your Yell Direct account. You are responsible for accessing your Yell Direct account and checking your invoice(s) for your pre-pay PPC Keyword Advertisement and Pay-As-You-Go Advertisements.
3. In respect of a pre-pay PPC Keyword Advertisement and Pay-As-You-Go Products, the Charges shall include an initial set-up fee in addition to the other Charges identified in the Yell.com Advertising Rates as applicable to the type of Product that we have elected to make available. We will publish the set-up fee on the Website or otherwise notify you of such set-up fee prior to accepting your Order for a pre-pay PPC Keyword Advertisement or for a Pay-As-You-Go Advertisement.
4. Pay-As-You-Go Products will be calculated by us by multiplying our daily rate for a Product of the type being made available by the number of days comprising the advertising period or periods that you choose to publish your Product.
5. By bidding for a Click Through which relates to a PPC Keyword Advertisement, you determine the amount of money charged to your account each time a User makes a Click Through to the web site associated with the PPC Keyword Advertisement.
6. In the absence of any other specific arrangement between you and us in relation to your Order, you must pay us the whole amount shown in our invoice within 30 days of the date of the invoice.
7. Charges are in Pounds Sterling (£) exclusive of VAT which, if payable, will be added to your invoice and which you must pay in addition.
8. 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.
9. If a reduction is shown in respect of a promotional offer on an 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.

6. PPC Activity

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

7. Changes to the Website and any of the Products and/or Services

1. Without prejudice to any other rights or remedies we may have, we reserve the right to modify the Website and any of the Products and/or Services from time to time, at any time and without prior notice, which may include (by way of example but without limitation) choosing to stop providing any particular Products and/or Services. In so doing we will endeavour not to diminish the value and utility of the Products and/or Services to any material degree.
2. 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 Products and/or Services; or
   2. terminate the Products and/or Services and you will be entitled to a refund of that part of any Charges for any period for which you have already paid but in respect of which we will not provide the Products and/or Services as a result of such termination.
3. We may at any time and from time to time amend these Conditions. Save where we are acting because of a legal requirement or a court order, we will publish a notice in advance on the Website. The changes will apply from the date shown in the notice.
4. You agree to and are responsible for reviewing these Conditions (including, without limitation any changes to them posted at the Website from time to time) and will be taken as accepting the then current Conditions each time you choose to use the Services. If you do not agree with any change to these Conditions, you may notify us in writing within fourteen (14) days of the date of the notice being posted on the Website to terminate this contract with you for Yell Direct, and thereafter, we will give you a proportionate refund of any Charges for any period for which you have already paid but in respect of which we will not provide the Products and/or Services as a result of such termination.

8. Suspension of the Website, Products and Services

1. Without prejudice to any other rights or remedies we may have, we reserve the right to suspend, in whole or in part, the Website, the Products and/or Services and/or your access to these things, at any time and without notice, in circumstances where:
   1. we (in our sole discretion) consider your Advertisement or any other material (including, without limitation, any 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 (a copy of which we will provide on request) or if publication of such Advertisement, Content or other material does or would be likely to, in our reasonable opinion, mislead, offend, or disadvantage anyone using the Services or otherwise misrepresents the nature of the goods or service being advertised or the place or places from which you conduct business;
   2. we (in our sole discretion) consider your use of the Services (including, but not limited to use of your Yell Direct account) is inappropriate or unreasonable;
   3. you fail to pay our Charges in accordance with Clause 5; or
   4. we have reasonable grounds to believe that the rights' owner of any IPRs within the Advertisement or material has withheld, withdrawn or failed to give his permission for your use of the same.
2. The period during which we may suspend the Website, the Products and/or the Services and/or your access to these things will continue until the circumstances giving rise to our rights under Clause 8i ceases to subsist or until our contract with you under these Conditions for Yell Direct is terminated in accordance with Clause 9.
3. In the event we take action under Clauses 8i.a to 8i.d, you will continue to be obliged to pay any Charges owing or that arise during the period when the Product(s) are suspended.

9. Termination

1. Without prejudice to Clauses 7 or 8 or any of our other rights or remedies, we reserve the right to terminate the provision of Products and/or Services or part thereof including (but not limited to) your Yell Direct account by providing you with 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 for any period for which you have already paid but in respect of which we will not provide the Products and/or Services as a result of such termination.
2. We may terminate all or part of the Products and/or Services with immediate effect by giving written notice to you if:
   1. you commit a material breach of any provision of these Conditions, or a series of breaches which when taken together amount to a material breach of these Conditions, 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;
   2. you cease or threaten to cease to carry on the whole or any part of any business owned by or operated for you to which the Services relate or you are unable to pay your debts as these fall due;
   3. you convene a meeting of your creditors or a resolution is passed or applied for, for the voluntary winding up or a petition for the compulsory winding up is presented or applied for in respect of any business owned by or operated for you to which the Services relate;
   4. an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for in respect of any business owned by or operated for you to which the Services relate;
   5. you undergo a change in control (other than as a result of reorganisation, amalgamation or reconstruction without insolvency); or
   6. we suffer from any event or circumstance which is beyond our reasonable control or which we could not reasonably be expected to have taken into account at the date of commencing to provide the Services to you, and which results in or causes our failure to perform any or all of our obligations under these Conditions (including, without limitation, any act of God, lightning, fire, storm, flood, earthquake, act of the public enemy, war declared or undeclared, threat of war, terrorist act, blockade, revolution, riot, insurrection, civil commotion, industrial action, public demonstration, strike, sabotage, act of vandalism or explosion).
3. Termination of these Conditions or any of the Products and/or Services provided hereunder shall not affect any rights or responsibilities that are intended to continue, or come into force, after that date or event of such termination.

10. Limitation of Liability

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 Products and/or Services. We will take all commercially reasonable steps to minimise any such periods of interruption or non-availability.
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.
3. Nothing in these Conditions shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation.
4. Save as provided in this Clause 10, we shall have no liability, to the maximum extent permitted by applicable law, for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise):
   1. loss of revenue;
   2. loss of actual or anticipated profits (including for loss of profits on contracts);
   3. loss of anticipated savings;
   4. loss of business;
   5. loss of opportunity;
   6. loss of goodwill;
   7. loss of reputation;
   8. loss of, damage to or corruption of data or software;
   9. wasted expenditure; or
   10. any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in Clauses 10iv.a to 10iv.i).
5. Except as specified expressly in this Clause 10, the limitations on and exclusions of liability for damages set out in the provisions of these Conditions shall apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, restitution or any other legal theory.
6. Save as provided in Clause 10iii, our entire liability arising under or in connection with these Conditions shall not exceed £1,000 (one thousand pounds) Sterling.
7. All conditions and warranties stated in these Conditions are in lieu of all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying the Products which but for this Clause 10vii have effect between us and you or would otherwise be implied into or incorporated into these Conditions, whether by statute, common law or otherwise, all of which are hereby excluded to the maximum extent permitted by law (including, without limitation, the implied conditions, or warranties).
8. Save as provided in Clause 10iii, 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 reserve the right to reduce the Charges for such Product as is fair and reasonable having regard to the nature of the error or omission or extend the duration of the advertising period for such Products 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.
9. Save as set out in these Conditions, if we fail to comply with our obligations under these Conditions 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.

11. Indemnities

You will at all times and on demand fully indemnify us and keep us fully indemnified from and against any 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 these Conditions.

12. IPRs

1. You warrant, represent and undertake that you:
   1. are the owner of all IPRs in any Content provided to us; or
   2. you have been duly authorised to use such IPRs and to allow us to use them on your behalf;
   and you hereby grant us a worldwide right to use, free of charge, such IPRs for the purpose of providing the Services including without limitation the right to hold, reproduce, publish, adapt, modify, transmit and disclose any Content.
2. 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 Order.
3. Without limiting our other rights and remedies, we reserve the rights to:
   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 hereby give your irrevocable consent to such disclosure; and
   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 hereby agree to provide such evidence upon request.
4. Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs. We own all IPRs in the Website and the Database. 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. Ownership of the IPRs in Created Material does not pass to you and you will not be entitled to use Created Material in any form or in any media.

13. Unsolicited Goods and Services Act 1971

The parties acknowledge and agree that any 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 Order shall be construed as the note of agreement required by the same Section 3.

14. General

1. You shall not assign or otherwise dispose of all or any of your rights or obligations under these Conditions without obtaining our prior written consent.
2. Failure of either party to assert its rights in relation to any breach of these Conditions shall not constitute a waiver of such rights, nor will any such waiver be implied.
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.
4. Each party agrees that in entering into this contract for Yell Direct it has not relied upon, 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 these Conditions for which its sole remedy shall be for breach of contract. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.
5. A person who is not a party to these Conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of these Conditions.
6. These Conditions constitute 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. Governing Law and Jurisdiction

These Conditions and the subject matter thereof shall be subject to the Laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.