PLEASE NOTE THE FOLLOWING NOTES AND CONDITIONS CAREFULLY AS THE CONDITIONS WILL FORM THE BASIS OF THE CONTRACT FOR ADVERTISING IN PRINTED YOUR TOWN DIRECTORIES. YOU SHOULD ONLY SIGN THE ADVERTISEMENT ORDER IF THE CONDITIONS ARE ACCEPTABLE TO YOU.
These conditions of contract for Your Town, A Local Directory ("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 a Your Town Directory.
means a change to the Content of an Advertisement.
means material suitable for Yell's production purposes and containing the graphic Content of an Advertisement.
means a section of a Your Town 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 above 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 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 Your Town Directory in which the Advertisement is to be Published; the agreed price of the Advertisement.
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 prices of Advertisements and other details relating to the publication of Your Town Directories.
means the services to be performed in accordance with a Contract for the insertion of Advertisements into Your Town Directories or for the production of Artwork as the case may be.
"Your Town Directory"
means a printed guide to local attractions, amenities, facilities, products and services whose content relates to a specific geographic area;
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.
Unless otherwise agreed or provided for by law or statute a Contract shall not come into existence until:
- 3.1.1 in the case of Advertisements Yell shall have sent to the Customer a Confirmation of Order that accepts the application for the publication of Advertisements; or
- 3.1.2 in the case of Artwork Yell sends to the Customer a proof of the said Artwork.
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 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 Save for any statutory right or as provided in Condition 4.2.4 the Customer shall not have the right to cancel a Contract for Artwork.
- 4.2.2 In addition to any statutory rights accruing to the Customer, the Customer may apply to cancel without charge an Advertisement by giving notice as provided for in Condition 17.0, by telephone (to the telephone number of the office of Yell as may be shown on an Advertisement Order and asking for Customer Service) not less than 90 days before the proposed date of publication of the relevant Directory.
- 4.2.3 In the event of Yell exercising its rights as provided for in Condition 4.3 the Customer may apply within 14 days of receipt of the notice referred to in the said Condition to cancel Advertisements or a Contract for Artwork as the case may be without charge.
- 4.2.4 No Advertisement nor Contract for Artwork shall be deemed to have been cancelled in accordance with the provisions of this Condition 4.2 until Yell shall have issued a Confirmation of Order accepting the cancellation except in case of any statutory right of cancellation.
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 Your Town Directories, the title of any Your Town Directory, advertisement policies and the range of available Advertisement types and the Classification headings used in Your Town Directories 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 Your Town Directories;
- 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 Your Town Directory concerned.
5. Charges and Payment
The charge for each Advertisement or for Artwork (or the total charge for a number of Advertisements and Artwork) 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. 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 appropriate classifications in the appropriate Your Town Directories;
- 6.1.2 produce or procure the production of Artwork if ordered by the Customer pursuant to a Contract;
- 6.1.3 distribute the Your Town Directories
In respect of a Contract for Artwork:
- 6.2.1 Yell grants the Customer non-exclusive non-transferable licences to use Artwork in the Advertisements and in any future advertisements the Customer may order for publication in Directories published by Yell.
- 6.2.2 Yell warrants that Artwork will be available in sufficient time for inclusion in the Advertisement and will be suitable for the production processes used by Yell. Yell does not give nor make any warranty condition or undertaking whatsoever that Artwork, in whole or in part, will be for the Customer's exclusive use.
Yell does not give nor make any warranty condition or undertaking whatsoever as to the duration of the lifetime of any Directory.
6.4 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 Your Town Directories. The Customer understands and accepts that the reproduction quality of Your Town Directories 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 Your Town Directory. Similarly, there may occasionally be some colour and tonal variation between adjacent pages in the same Directory 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 Save for Artwork pursuant to a Contract 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 each Directory 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 Your Town Directory) 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 Your Town Directory 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 Directory 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 Your Town 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 Advertisement Order until the expiry of the 24 month period commencing on the last day of the month in which a Your Town Directory 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 Your Town Directory concerned.
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 Your Town Directory concerned.
In the event of a proven dispute by a third party over the Customer's right to use Artwork in accordance with the licences at Condition 6.2.1 then Yell shall either produce or procure the production of replacement Artwork for the Customer's future use or at the Customer's discretion refund to the Customer any payments made pursuant to the Contract in respect of the said Artwork PROVIDED that the Artwork (or any disputed element of it) was provided by Yell other than: as directed by the Customer; or from references supplied by the Customer.
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 procure the provision of a proof of Artwork.
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 Your Town Directories
When preparing Your Town Directories for production, Yell uses an automated process to arrange Advertisements and third party advertisements into an alphabetical sequence ("Alphabetisation"). Alphabetisation conforms to a standard that has been developed for use with Directories but may not conform to the applicable British Standard insofar as it can be directed to: apply to a limited number of characters in the Customer's name; order alpha characters before non-alpha characters; and to disregard some characters in the standard ASCII character set. Foreign language characters will be treated as non-alpha characters. Alphabetisation may be changed by Yell from time to time and at any time in its sole discretion. Unless the type of Advertisement requires otherwise Advertisements and third party advertisements are then generally arranged in the alphabetical sequence produced by Alphabetisation under the Classification headings but:
- 10.1.1 final position is arranged at Yell's sole discretion to optimise directory layout and paper usage;
- 10.1.2 where Alphabetisation does not produce unique positioning, all of the Advertisements and third party advertisements sharing the same alphabetic position will be randomised in that position; and
- 10.1.3 Yell reserves the right to insert any third party advertisement in any position in its sole discretion.
Except therefore as provided in Condition 6.0 Yell does not give nor make any warranty condition or undertaking whatsoever whether express or implied as to the page or position any Advertisement will appear within the Your Town Directories or within the Classification in the Your Town Directories if appropriate.
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 Your Town Directory.
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 Your Town Directories, 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 Your Town Directories.
Copyright in any Artwork produced pursuant to a Contract shall vest in and shall remain vested in Yell.
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 Your Town Directories
As far as is reasonably possible, Your Town Directories are distributed free of charge to all addresses in the local area as appropriate to the geographic area the directory relates to.
In addition to this free distribution at least one hundred copies of each Your Town Directory 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.