Standard Conditions for Keyword Search Consultancy and Self-Service Products

Important: Please read these Standard Conditions carefully. Pay particular attention to those conditions highlighted which limit our liability or affect your obligations to us.

  1. Definitions


    In these Standard Conditions:
    Advertiser Website
    means the website designated by you to be linked to the Keyword Search Listing;
    Agreement
    means the binding agreement between you and us comprising the Order, these Standard Conditions and any direct debit form (if applicable);
    Charges
    means our charges for performing the Services;
    Click Fee
    means the amount payable by you when a search user clicks on your Keyword Search Listing;
    Content
    means any and all of the text, graphics, images, logos, photographs, layout, design, shading and colouration constituting or intended to be in the Keyword Search Listing;
    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 text and editorial content of the Keyword Search Listing;
    Editorial Guidelines
    means the editorial guidelines, as updated by us from time to time, available to view at www.webfinder.com;
    Effective Date
    means the date on which the Order is processed on the WebFinder system;
    IPRs
    means (a) all copyrights, patents, rights in trade marks, design rights, database rights, rights in know-how, trade secrets, rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of these rights; (c) and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
    Keyword Search Listing
    means the descriptive-style search listing containing a title and description which we create for you as part of the Services;
    Order
    means the document or electronic communication which you complete and submit to us confirming details of the Services you wish to purchase;
    Partner Sites
    means third party websites which change from time to time to which we have agreed to provide Keyword Search Listings;
    Services
    means the services that we agree to perform in accordance with the Order and subject to these Standard Conditions comprising the creation of the Keyword Search Listing and making it available for presentation in results to keyword searches on our website at www.webfinder.com and on Partner Sites;
    Standard Conditions
    means these contractual conditions;
    us
    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 meaning;
    you
    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. Commencement and Duration

    1. The Agreement shall not be formed unless and until we have sent you written acceptance of your Order.
    2. Unless otherwise terminated in accordance with these Standard Conditions, the Agreement will remain in effect from the Effective Date until the later of:
      1. the expiry of 18 months from the Effective Date if you have not topped up your Click Fee fund in that period or your initial Click Fee fund has not been used up in that period; or
      2. the expiry of 18 months from the date on which you last topped up your Click Fee account; upon which this Agreement and the Keyword Search Listing account you have with us shall automatically terminate.

  3. Provision of the Services

    1. Subject to these Conditions, we shall provide or arrange the provision of the Services using reasonable skill and care.
    2. You acknowledge and accept that we do not make any representations or warranties that your Keyword Search Listing will appear on any particular Partner Site or in any particular position or priority or the frequency in which it may appear.
    3. We make no representations or warranties with regard to the availability or accessibility of Partner Sites.
    4. We make no representations or warranties with regard to the number and/or quality of searches and/or clicks generated via our provision of the Services.
    5. We reserve the right to edit, refuse or remove any Keyword Search Listing, search term or keyword at any time without liability where, in our absolute discretion, we have reasonable grounds for doing so. This will include, but not be limited to, where we consider that the Content does not meet the standards of the Advertising Standards Authority or that it is contrary to or infringes the terms of any law or the right of any person or that it may mislead members of the public or that members of the public might find it offensive, prejudicial or inflammatory or that it is likely to subject us to prosecution, criticism or embarrassment.

  4. Your Responsibilities

    1. Subject to these Standard Conditions, you shall:
      1. pay our Charges for the Services in accordance with Condition 6;
      2. advise us of and send to us, in a suitable format as specified by us, any Content that we require from you;
      3. ensure that all Content provided to us by you and the Advertiser Website are legal, decent, honest and truthful, and comply 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, the Independent Committee for the Supervision of Telephone Information Services, or the Advertising Standards Authority; (iii) with all laws applicable to advertisements intended for display; and (iv) with the Editorial Guidelines;
      4. advise us of any changes to your contact details including telephone number and email address that we shall use to contact you with information relating to the Services. You acknowledge and accept that any failure on your part to supply us with or keep updated your contact details may result in the Services being automatically activated without further input from you;
      5. activate or contact us to assist you in the activation or amendment of any Keyword Search Listing that may be required.
    2. 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 or contained in the Advertiser Website. You must be authorised to use the name or logo of any trade association you use in the Content or the Advertiser Website and you must be a paid up member of the trade association.
    3. 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 Finacial Services Authority if you are required to be so registered and you undertake to ensure that prior to the first display of the Keyword Search Listing the content of the Keyword Search Listing has been approved in writing by a person authorisd by the Financial Services Authority to approve financial promotions.
    4. You confirm and warrant that (i) the business you are advertising is lawful, (ii) you have obtained all appropriate licences, permits or any other regulatory consents required to operate the business you are advertising, and (iii) 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.
    5. You must notify us if the Advertiser Website results in error pages or dead links at any time. We reserve the right to suspend, without liability, the distribution of the Keyword Search Listing that links to such Advertiser Website. You acknowledge and accept that you will remain liable for any and all Click Fees relating to such Advertiser Website.
    6. You agree not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
    7. You acknowledge that your acceptance of the Order will result in Keyword Search Listings being created on your behalf for your account. You will be notified when the Keyword Search Listings are created and you will be given 5 working days to either activate the keywords or contact us to assist you in the activation or amendment of the keywords, after which your Keyword Search Listings will be automatically activated by us and your Click Fee fund will begin to be spent.
    8. You further acknowledge that failure to activate or to contact us to assist you in the activation or amendment of any Keyword Search Listing that may be required may result in the delay and /or cancellation of the Services and/or the termination of this Agreement at our sole discretion.

  5. Bidding

    1. All bids made for keywords are in pounds or pence (sterling), exclusive of VAT or any other taxes and are subject to the minimum bid amounts set by us from time to time. Keyword Search Listings are presented in search results in order or ranking factors including, but not limited to, bid price. Equal bids are allocated on a first submitted, first served basis.
    2. You may bid on an unlimited number of relevant keywords provided you have sufficient credit in your account to keep such keywords active.
    3. When submitting a bid in relation to a keyword, you may provide us with a Keyword Search Listing which corresponds to that keyword. We will provide editorial review of your suggested Keyword Search Listing or create the Content for your Keyword Search Listing. Your Keyword Search Listing must comply with the Editorial Guidelines and you will be responsible for it. We accept no liability for the Content.

  6. Payment

    1. After submitting the Order you must pay us the amount stated on the Order using the payment method specified.
    2. If you do not make any payment or instalment due under this Agreement or any other contract between us, we can keep all sums you have already paid and you will immediately have to pay us all outstanding amounts. We may also (without prejudice to our other rights) immediately terminate this Agreement or any other order from you. Interest at a rate of 1.5% per month wil 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.
    3. Without prejudice to any other rights we may have, we may suspend the Services in whole or part, and without notice, if you fail to pay our Charges in accordance with this Condition 6.
    4. The intial amount you pay for the Services will contain an administration fee and a Click Fee fund which will be used to pay Click Fees relating to your Keyword Search Listing. A handling fee of 15% will be added to Click Fees.
    5. You may top up your Click Fee fund at any time provided your Keyword Search Listing account has not been terminated in accordance with Condition 2.2 or Condition 10.
    6. The payment method you select may allow your credit card to be automatically debited and your Keyword Search Listing account credited when your Click Fee fund balance falls below a certain amount or on or around a particular day of each month. If you have selected such a payment method, you authorise us to charge your credit card automatically by the amount you have agreed until you ask us to cease (which you can do in writing, online or by telephoning your account manager). We will, if you wish, notify you by automated email each time your credit card is debited in this way.
    7. If your payment method does not allow the automatic payment of funds into your account, or your monthly budget payment does not provide sufficient funds to last the entire month and there are insufficient funds in you Keyword Search Listing account to pay your Click Fees, your Keyword Search Listing will be suspended from the Services until you have paid sufficient funds into your account.
    8. You acknowledge and accept that no refunds will be made of the initial amount paid by you for the Services or of any Click Fee fund top up amount for any reason including on the termination of this Agreement and your Keyword Search Listing account.

  7. 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, express or implied, in relation to such systems or with respect to the Services or any software provided under this Agreement.
    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.
    3. Nothing in the Agreement shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation.
    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.
    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.
    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, data or software; wasted expenditure; or financial loss of any kind.
    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.
    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.
    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 of our reasonable control, we will have no liability to you as a result of such failure.
    10. We will have no liability to you if we are unable to comply with our obligations under the Agreement as a result of the Domain Name you have chosen for the Website being unavailable.

  8. Indemnities

    1. 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 distributing your Keyword Search Listing including any claims arising as a result of defamation, illegality, false description or breach of any third party rights.

  9. IPRs

    1. You warrant 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 grant us a worldwide right to use, free of charge, such IPRs for the purpose of providing the Services and in particular for providing the Keyword Search Listing to search users including the right to display the Content on our website and on the Partner Sites and a right to link our website or any of the Partner Sites to the Advertiser Website.
    2. Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs. 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 unless otherwise provided in this Agreement.

  10. Termination

    1. We may terminate any or all of the Services or part thereof, at any time by providing you not less than fourteen (14) days notice of such termination. In the event of termination under this Condition 10.1 (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.
    2. We may terminate all or part of the Services with immediate effect by giving written notice to you if:
      1. you commit a material breach of any provision of the Agreement (including without limitation late 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;
      2. you cease or threaten to cease to carry on the whole or any part of its business or is unable to pay its debts as they fall due;
      3. if you are a limited company, you convene a meeting of your creditors or a resolution is passed or proposed for your voluntary winding up or a petition for your compulsory winding up is presented or proposed; if you are a person, firm or a partnership, you, or any one of you, convene a meeting of your creditors or a resolution is passed or proposed for an individual voluntary arrangement for you or any one of you, or a petition for your, or any one of your, bankruptcy is presented or proposed;
      4. an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for; by you or any one of you;
      5. 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.
    3. We may, at our sole discretion, suspend the provision of the Services if we are entitled to terminate this Agreement for any reason.

  11. General

    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.
    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.

  12. Governing Law and Jurisdiction

    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.

Last updated 26th May 2009