(applies to Classified Search, Website, Video, Pay-Per-Click and SEO services)
Important: Please read these Standard Conditions carefully before you sign or otherwise agree to the Order. Pay particular attention to those conditions highlighted which limit our liability or affect your obligations to us.
In these Standard Conditions:
means the acceptable use policy provided to you by us and available to view hereAdvert
means the Pay-Per-Click Advertising and/or Classified Search Listing(s) referred to in the Order and any advert created in connection with the ServicesAgreement
means the binding agreement between you and us comprising the Order, these Standard Conditions, the Acceptable Use Policy and any direct debit form (if applicable)Amendment
means a change to the Content of an Advert, Website or VideoCertificate
means a Domain Name registration certificate issued by a RegistryCharges
means our charges for performing the ServicesClassified Search Listing
means a directory-style listing containing name of business and contact details which links to an information page for that businessContent
means all content including any and all of the text, graphics, images, logos, photographs, layout, design, shading and colouration, audio, video and audiovisual material and animation constituting or intended to be in the Advert, Website or VideoCore Product
means a print advert, a Classified Search Listing or a WebsiteDomain Name
means an internet domain name as may be registered through a RegistryEffective Date
means the date indicated on the Order Acceptance or otherwise communicated to you in writingIntellectual Property Rights
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 worldMinimum Period
means the minimum duration that applies to the provision of a Service which is set out in the Product Description or, (if that is not available), on the Order AcceptanceOnline Directory
means a classified database of business listings which can be searched by name or subject and location and is available on www.thomsonlocal.comOrder
means the document or electronic communication which you complete and submit to us confirming details of the Services you wish to purchaseOrder Acceptance
means the document or electronic communication that we send you to confirm that we have accepted your OrderPartner Sites
means third party websites to which we have agreed to provide either Classified Search Listings or Pay-Per-Click Advertising which websites will change from time to timePay-Per-Click Advertising
means a range of automated listings to drive search engine traffic to your destination website or webpageProduct Description
means the description of a particular product set out in our websiteRegister
means any one of the Domain Name registers, operated and maintained by a Registry, comprising Domain Name and registrant dataRegistry
means any of the Domain Name registries or registrars operating under the ICANN protocolsSEO
means the search engine optimisation services we agree to provide to you as part of the ServicesServices
means the internet products and services we agree to provide in accordance with the Order and subject to these Standard ConditionsStandard Conditions
means these contractual conditionsus
means Thomson Directories Limited a company registered in England and Wales under number 902438, whose registered office is at Thomson House, 296 Farnborough Road, Farnborough, Hants. GU14 7NU; and "we" and "our" has a corresponding meaningVideo
means the video clip we create for you as part of the ServicesWebsite
means the website we create for you as part of the Servicesyou
means the person, company or other organisation (named on the Order as the customer) who offers to purchase the Services or a person, company or other organisation who or which enters into an Agreement with us for the provision of Services; and "your" shall have a corresponding meaning.
2.1 The Agreement shall not be formed unless and until we have sent you the Order Acceptance.
2.2 Unless it is terminated earlier in accordance with these Standard Conditions, the Agreement will continue:
a. in relation to each of the Services, for the duration specified in the Order Acceptance and/or Product Description for such Services, commencing on the Effective Date; or
b. where we are providing Services to you for a Minimum Period, indefinitely until terminated by you or us in accordance with the Agreement. Where Services are provided for a Minimum Period, the Order is automatically renewed after the Minimum Period for consecutive monthly periods.
3.1 Subject to these Standard Conditions, we shall 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.
3.2 Where we are providing you with a Classified Search Listing we will incorporate it into our Online Directory. If relevant to the Classified Search Listing ordered, we will arrange for it to be made available for presentation in results to classified directory type searches on Partner Sites.
3.3 Where we are providing you with Pay-Per-Click Advertising we will arrange for it to be made available for presentation in results to keyword searches on Partner Sites.
3.4 You acknowledge and accept that we do not make any representations or warranties that your Advert will appear on any particular Partner Site, or in any particular position or priority or the frequency in which it may appear.
3.5 You acknowledge and accept that computer and telecommunications systems may sometimes require periods of downtime for repair, maintenance and upgrading and, therefore, we cannot guarantee uninterrupted availability. However, where it is in our control, we will try to keep any periods of downtime to a minimum.
3.6 We do not have to publish or display the whole or any part of the Advert or, if applicable, the Website or Video if you have not supplied any part of the Content within the timeframe requested or if we consider that the Content does not meet the standards of the Advertising Standards Authority or is unacceptable for publication for some other reason including that it may infringe the legal rights of others or subject us to claims, prosecution, criticism or cause us embarrassment. In respect of Pay-Per-Click Advertising, we reserve the right to edit, refuse or remove any listing or search term or keyword at any time in our absolute discretion. In the event of any of the above you will remain liable for our Charges.
3.7 We will be entitled to prevent the display of your Advert, Website or Video if you fail to make any payment in respect of it or in respect of any product or service which is purchased with the Advert, Website or Video as part of the Order.
3.8 We accept the Content from you on the understanding that you have unconditionally approved the Content for publication.
3.9 You acknowledge and accept that the Online Directory and the compilation of any Advert, Website or Video either contained in it or made available for presentation on Partner Sites or elsewhere are provided with reasonable skill and care, but are otherwise provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose and as such the entire risk as to the quality and performance of the Advert, Website or Video is with you.
4.1 Subject to these Standard Conditions, you shall
a. pay our Charges for the Services in accordance with Condition 6;
b. advise us of and send to us any Content that we require from you. All Content must be supplied with your Order or within any timeframe subsequently notified to you. Any delay in supplying Content will not extend the duration of the Services as shown on the Order (which runs from the Effective Date);
c. supply all Content in a suitable format as specified by us;
d. 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; and (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, PhonepayPlus, or the Advertising Standards Authority; and (iii) the provisions of all statutes and statutory instruments applicable to advertisements intended for display;
e. ensure that all and any requests for Amendments are made to us either in writing mailed to the Customer Services Team at our Head Office or by email to such email address as we may notify to you (i) within 14 days of the date of the Order in the case of an Advert that does not include a Website or Video; or (ii) in the case of a Website within 5 days of the issue of the proof of the Website; or (iii) in the case of a Video within 19 days of the issue of the proof of the Video. Alternatively, you may notify us of Amendments by calling our Customer Services Team on 01252 555555 within the deadlines above in which case we may ask you to confirm them in writing. Any Amendments requested after the deadlines stated above will incur further charges.
4.2 You acknowledge and accept that launch of the Website or Video, if applicable to your Order, will go ahead after 5 days from the issue of a proof. However, in the case of a Video you will have a further 14 days to make amendments without charge (except for a voiceover change which may be changed only once without charge from the date of issue of a proof).
4.3 You acknowledge and accept that if any Content is not received by us for a Website or Video within 5 days of the issue of a request by us for Content, we will create the Content and the Website or Video will be launched in accordance with Condition 4.2 above.
4.4 You must own or have authority to use any trade name, trade mark, British Standard Mark or other quality assurance mark, logo or other material that is used in the Content. You must be authorised to use the name or logo of any trade association you use in the Content and you must be a paid up member of the trade association.
4.5 If your activities, conduct, advertising or promotion fall within the regime regulated by the Financial Services Authority, you warrant to us that you are registered in the conduct of your business by the Financial Services Authority if you are required to be so registered and you undertake to ensure that prior to the first display of the Advert, Website or Video, the Content has been approved in writing by a person authorised by the Financial Services Authority to approve financial promotions.
4.6 You confirm and warrant that (a) you are placing the Order in the ordinary course of your business and you are advertising your own business, (b) the business you are advertising is lawful, (c) you have obtained all appropriate licences, permits or any other regulatory consents required to operate the business you are advertising, and (d) advertising your business in the manner agreed with us will not result in a breach of any law or regulation by you, us or any third party.
4.7 You shall make use of the Services in accordance with the Acceptable Use Policy.
4.8 You must notify us if any website to which your Advert links results in error pages or dead links at any time. We reserve the right to suspend, without liability, the publication and distribution of the Advert that links to such website.
5.1 Where the provision of Services requires us to register a Domain Name we shall:
a. act as your agent in dealing and liaising with the relevant Registry;
b. endeavour to secure your preferred choice of Domain Name in the order of preference specified in your Order;
c. pay to the Registry the appropriate registration fee;
d. arrange for the Registry to (i) 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; and (ii) enter your Domain Name and other relevant details in the Register and issue a Certificate if applicable.
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.
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 (a) change to your registered details; and (b) 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. 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 Agreement 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.
5.8 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.
5.9 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.
5.10 To the extent permitted by the relevant Registry, you may transfer the registration of the Domain Name.
5.11 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.
5.12 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. 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.
5.13 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 Agreement).
5.14 If an Agreement for Domain Name registration is terminated for any reason arising under Condition 11, 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.
5.15 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. 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.
5.16 If a Domain Name System (“DNS”) transfer is required for the Domain Name you wish to use, you will be responsible for getting the transfer completed. If the transfer is not achieved within 14 days of our request to you, then we will create a Domain Name on your behalf.
6.1 After submitting the Order you must pay us the amount stated on the Order using the payment method specified. Where we are providing Services for a Minimum Period, any discount given applies only to the price for those Services for the first month of the Minimum Period and does not apply to the price for any subsequent period.
6.2 Where we are providing Services for a Minimum Period which is subject to automatic renewal, payment shall be made in respect of the Minimum Period and following monthly periods using the payment method specified. The Order will show or incorporate only the set-up fee and first month’s service payment in respect of such Services and only the set-up fee and first month’s service payment will be incorporated in the package price where those Services are part of an advertising package. The subsequent monthly payments for the Minimum Period and any additional monthly periods shall be collected using the same payment details. We will send you invoices in relation to the payment for the Minimum Period and each following monthly period.
6.3 If you are paying by credit or debit card, you acknowledge and accept that we will use the card details provided by you for the payment in respect of the Minimum Period for the charges for each subsequent monthly period. You must notify us of any changes to your card details.
6.4 If you do not make any payment or instalment due under this Agreement or any other contract between us or wrongfully terminate this Agreement, we can keep all sums you have already paid and you will immediately have to pay us all outstanding amounts. All payments which would have become due for the Minimum Period will become immediately due and payable. We may also (without prejudice to our other rights) immediately terminate this Agreement or any other order from you, in which event a cancellation fee will be payable by you equal to 10% of the charge for the Advert plus VAT. Interest at a rate of 1.5% per month will be applied to any amount you have not paid after 30 days from the due date of payment (unless the law prevents us from charging interest). We can charge you any reasonable administration and legal costs for recovering the amounts you owe. If you owe us any sum of money, we may deduct that amount from any sum which we may owe you at any time under this Agreement or any other agreement we have with you.
6.5 If you cancel an appointment in relation to the production of a video with less than 24 hours notice, we will charge you a fee for cancellation of £150 plus VAT or such other sum as has been notified to you.
6.6 Without prejudice to any other rights we may have, we may suspend the Services in whole of part and without notice if you fail to pay our Charges in accordance with this Condition 6.
7.1 You acknowledge and agree that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty, express or implied, in relation to such systems or with respect to the Services or any software provided under this Agreement.
7.2 We cannot guarantee continuous service, service at any particular time, integrity of data, information or content stored or transmitted via the internet. We will not be liable for any unauthorised access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of data, information or content transmitted, received or stored on any system.
7.3 Nothing in the Agreement shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation.
7.4 We have no obligation, duty or liability in contract, tort, for breach of statutory duty or otherwise, beyond that of a duty to exercise reasonable care and skill.
7.5 Save as provided in Condition 7.3, if we make an error in or omission from the provision of the Services, or fail to provide them, we will correct this as soon as reasonably practicable where possible. Additionally, we may either reduce the charges for the Services as is fair and reasonable taking into account the nature of the error or omission or extend the duration of the Services. Except as provided above, this represents the full extent of our liability to you.
7.6 In any event, we have no liability to you at all in respect of errors or omissions (or other failure to perform), whether or not arising from negligence, for any of the following: indirect or consequential loss or damage; loss of business, revenue or profits; wasted expenditure; or financial loss of any kind.
7.7 All conditions and warranties which may be implied by law or as a result of prior negotiations into the Agreement between us are excluded to the extent permitted by law.
7.8 In any event, save as provided in Condition 7.3, our entire liability under the Agreement shall not exceed the total Charges paid by you for the Service that is the subject of the claim.
7.9 Save as set out in the Agreement, if we fail to comply with our obligations under the Agreement as a result of an event outside our reasonable control, we will have no liability to you as a result of such failure.
You shall indemnify us, our employees and agents against all proceedings, claims, demands, losses, damages, costs and expenses (including legal costs and disbursements on an indemnity basis), incurred or suffered by us, and any damages awarded against us, arising directly or indirectly as a result of any breach of this Agreement by you or from processing or publishing any information or material you gave us or for incorporation into the Website including any claims arising as a result of defamation, illegality, false description or breach of any third party rights.
9.1 You warrant that you own or are authorised to use (and to allow us to use) all Intellectual Property Rights in the Content you provide to us.
9.2 You grant us a worldwide, perpetual, non-exclusive licence of such Intellectual Property Rights to permit us to use, reproduce, publish, display, adapt, distribute, transmit and stream the Content for the purposes of making available and displaying your Advert by any means and across any media on the services and products we offer to third parties.
9.3 We own all Intellectual Property Rights in all artwork, copy, video content and other material which we, our agents or employees have created, whether or not the material is derived or developed from material supplied as Content and whether or not a charge has been paid by you in respect of it. You do not gain any intellectual property rights in that artwork, copy, video content or other material and, subject to Condition 9.4, you will not be entitled to use it in any other form or in any other media.
9.4 Whilst we are hosting a Website you are entitled to promote the Website and refer to the Website address in any medium you choose.
9.5 Certain products may require us to create a landing page for users to click through to. We retain all rights, including Intellectual Property Rights, in and control over such landing pages including the domain names associated with them.
10.1 In addition to any statutory rights you may have to cancel your Order, you may cancel part (subject to Condition 10.2) or all of your Order by giving us notice in writing which is received by us within 14 days of the date of the Order. Notice should be sent to Customer Services at our Head Office at: Thomson House, 296 Farnborough Road, Farnborough, Hants. GU14 7NU.
10.2 If cancelling part of the Order means that you no longer qualify for a discount or special pricing for multiple advertising or an advertising package, then we can adjust the rate of the remaining advertising to reflect the price appropriate for the reduced level of advertising in accordance with the appropriate rate card.
10.3 If we are providing Services to you for a Minimum Period which automatically renews, you may terminate the Services at the end of the Minimum Period or at the end of any following monthly period by giving us 28 days’ notice. You must give us notice in writing addressed toCustomer Services at: Thomson House, 296 Farnborough Road, Farnborough, Hants. GU14 7NUor by email to: firstname.lastname@example.org or by calling during business hours on 01252 555555 quoting your Order number. Provided that you give us notice at least 28 days prior to the end of the Minimum Period or a following monthly period, we will terminate the Services at the end of that period. If you give less than 28 days’ notice prior to the end of the relevant period, we will terminate the Services at the end of the next monthly period.
11.1 We may terminate any or all of the Services or part thereof, at any time by giving you not less than fourteen (14) days notice of such termination. In the event of termination under this Condition 11.1 (but not otherwise), 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.
11.2 We may terminate all or part of the Services with immediate effect by giving written notice to you if:
a you commit a material breach of any provision of the Agreement (including without limitation late or non payment), 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;
b 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;
c 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;
d an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for; by you or any one of you;
e 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.
11.3 You acknowledge that the provision of some Services is conditional on you having purchased and being provided with a Core Product. Therefore, iif you cancel your order for a Core Product at any time or it automatically expires, we have the right to terminate the provision to you of any other Services we are providing without any liability to you.11.4 We may, at our sole discretion, suspend the provision of the Services if we are entitled to terminate this Agreement for any reason. You will continue to be obliged to pay any charges owing or that arise during the period when the Services are suspended.
12.1 Each party agrees that in entering into the Agreement 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 Agreement or not) other than as expressly set out in the Agreement for which its sole remedy shall be for breach of contract under the terms of the Agreement. Nothing in this Condition shall, however, operate to limit or exclude any liability for fraud.
12.2 The Agreement 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.
The Agreement 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.