10th May 2012

These Business Service Terms apply in relation to all services that you purchase from us using this website (“Site”). Terms and Conditions of Acceptance for Business Advertisers on Northcliffe Digital Directory Products. These Business Terms apply in relation to all services that you purchase from us. Please read these Business Terms carefully before ordering. If you are ordering on-line you should also print a copy for future reference.

1. INFORMATION ABOUT US
The Northcliffe Digital Directory incorporates the directory products on the ‘This is’ and ‘Localpeople’ networks and other partner sites as may be identified on your order form – referred to in these Terms as ‘the Sites’. These Sites are owned and operated by Northcliffe Media Ltd. We are registered in England and Wales under company number 3403993 and have our registered office at Northcliffe House, 2 Derry Street, London W8 5TT. Our VAT number is 243-5711-74.

2. YOUR STATUS
You warrant (a legal promise) that you are at least 18 years old and are legally capable of entering into binding contracts.You also warrant that your business is based in and operates from the United Kingdom.

3. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
To order a service, you will be asked to enter various order details on one of the Sites or on our order form. After entering these order details and reviewing these Business Terms, you will be asked to indicate that you accept these Business Terms and agree to be bound by them by either clicking on the acceptance button if you are using our Sites, confirming over the phone to one of our sales representatives or signing and returning the order form to us. A contract between you and us will be formed when we send you an email or letter confirming that we have accepted your order or we commence delivery of the service.

4. HOW LONG DOES THE CONTRACT LAST
The contract between you and us will last for one year (the “Initial Term”) and will then automatically continue for further one year periods (each a “Renewal Term”) unless terminated using the procedures set out in paragraph 7 below.

5. WHAT SERVICES WILL WE PROVIDE TO YOU
5.1 We will provide you with two services: 5.1.1 The first service known as our ‘administration service’ includes the set-up, renewal and ongoing administration of your business directory account.
5.1.2 The second service known as our ‘advertising service’ may include, but is not limited to, the provision of business directory services as selected in your order and described on our Sites.
5.1.3 From time to we may alter the components of the advertising service you are receiving and the terms of clause 20.2 will apply.

6. FEES AND PAYMENT
6.1 The directory price includes a one off ‘administration service’ fee of £100.
6.2 All fees quoted exclude VAT unless stated otherwise.
6.4 We shall invoice you for payment of our ‘administration service’ and the ‘advertising service’ (less the administration service fee) at the beginning of each year of our contract unless we have agreed something different with you in writing.
6.5 You will pay both our fees annually either: 6.5.1 in advance, within 14 days of the date of your order (and on each anniversary of that date) by credit or debit card or electronic transfer; or
6.5.2 the advertising service fee in twelve equal instalments by Direct Debit with the administration service fee added to the first installment. in the first month.
6.6 Payment by Direct Debit is subject to passing our credit checks. Direct Debit payments will be taken from your account on or around the 28th day of each month.
6.7 Details about paying by Direct Debit and the Direct Debit Guarantee Scheme can be found http://www.bacs.co.uk/Bacs/Consumers/DirectDebit/ HelpCentre/Pages/DirectDebitGuarantee.aspx
6.8 If you fail to pay any amount due by the date for payment then: 6.8.1 we may charge you interest at the rate of 3% per annum above National Westminster Bank plc’s base rate; and
6.8.2 remove your business listing, materials and other content you publish on our Sites and suspend any other services we provide you until you have paid us in full.
6.9 We may increase our fees from time to time but not more than once in any 12 month period. Any increase will not be greater than our standard rates published on our Sites from time to time and we will give you at least 30 days notice of any fee increase. The new fee will apply to your next payment after the increase takes effect.

7. TERMINATION
7.1 You may serve notice to end our contract by giving us at least two months’ written notice, such notice to expire at the end of (a) the Initial Term or (b) any Renewal Term.
7.2 If you do not give us at least two months’ written notice of cancellation in accordance with clause 7.1 the contract between us will continue and we will invoice you for the fees for the renewal period.
7.3 If you end our contract you will not be entitled to any refund of any fees that you have paid in advance or, if you pay by Direct Debit, you will still be required to pay the outstanding instalments. This will be the case even if you request us to cease providing the services before the end of the service period.
7.4 We may cancel our supply of services to you at any time by notifying you if, in our reasonable opinion, you have committed a material breach of these Business Terms or the Sites’ Terms and Conditions or Terms and Conditions and/or House Rules.

8. OUR LIABILITY
8.1 We will use reasonable efforts to ensure that the Sites are operational at all times. However, we cannot guarantee that the Sites, services or any individual function or feature of the Sites will always be available and/or error free. The Sites, or an individual function or feature of the Sites, may become unavailable from time to time if we are carrying out routine maintenance works or other works required in order to resolve an error in the Sites or to otherwise change or upgrade the Sites.
8.2 To the extent permitted by law, we hereby expressly exclude: 8.2.1 all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity in relation to the services and the Sites;
8.2.2 any responsibility for or liability arising out of any dealings you have with third parties that take place using or are facilitated by the Sites;
8.2.3 any liability for any direct, indirect or consequential loss or damage incurred by you in connection with the Sites or in connection with the use, inability to use, or results of the use of the Sites and services, any websites linked to it and any materials posted on it, including, without limitation any liability for:
loss of income or revenue;
loss of business;
loss of profits or contracts;
loss of anticipated savings;
loss of data;
loss of goodwill;
and wasted management or office time.
8.3 Subject to clause 8.4 below, our total aggregate liability to you under or in relation to these Business Terms in any 12 month period, for any loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, will not exceed the total fees paid by you to us in that 12 month period for the relevant services.
8.4 Nothing in these Business Terms will affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.

9. MATERIAL SUBMITTED BY YOU
9.1 You agree that written or visual material or content submitted by you for inclusion on the Sites shall be fair and accurate, comply with all applicable laws and regulations and shall not breach any contract or violate or infringe any copyright, trade mark or other rights of any third party.
9.2.You confirm that all material provided or approved by you will comply with the then current code of practice issued by the Committee of Advertising Practice.
9.3 You give us a licence to use and publish your material on our Sites and on the websites of other companies that we trade with even if the contract between us has ended.
9.4 You acknowledge that we may in our sole discretion decline to publish or remove any material and/or advertisement from the Sites at any time.
9.5 You accept that it is your responsibility to check the accuracy of any advertisement or other material relating to your business prior to display on the Sites and that we shall not be liable in respect of any error in such advertisement.
9.6 We shall not be required to return any advertising copy, artwork, photographs or other physical materials submitted by you to us.
9.7 If you do not provide us with all the material we need to complete your listing, you permit us to use any material on your website or available from public sources (including but not limited to the trade marks under which you trade to complete the listing.
9.8 You agree that we may amend or enhance your listing from time to time with the intention of improving the search engine optimisation of your listing.

10. MATERIAL AND LISTINGS CREATED FOR YOU BY US
10.1 If you have asked us to create material, an advertisement or a business listing for you by ticking the appropriate box we will do so using reasonable skill and care.
10.2 You consent to us retaining and using your website username and password to publish material, advertisements and other content on behalf of your business as we see fit.
10.3 You may ask us to update the material or listing we create for you twice a year. If you require further updates we reserve the right to charge you an additional fee.
10.4 The copyright in any text, designs or pictures we create for you will be owned by us. On cancellation or termination of this agreement you will no longer be able to use those items.

11. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights (which includes copyright and trade marks) in the Sites and the listing services and technology used by us belong to or are licensed to us and, by purchasing services from us, you do not obtain any rights in these.

12. PRIVACY AND DATA PROTECTION
Any personal data you provide to us via our Sites, over the phone or otherwise as part of the registration and payment for our services will be collected and used in accordance with our Privacy Policy

13. NOTICES
Notices given under these Business Terms, including cancellation, must be in writing. For these purposes, writing includes email and other electronic communications. We will send notices to the email address you provide when ordering or such other address as you may provide to us by updating your account details on the Sites.

14. TRANSFER OF RIGHTS AND OBLIGATIONS
You cannot transfer, assign, charge or otherwise dispose of your rights or obligations arising under these Business Terms.

15. WAIVER
If we fail to exercise or delay in exercising, a right or remedy provided by these Business Terms or by law, this will not constitute a waiver of that right or remedy. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

16. SEVERABILITY
If any provision of these Business Terms is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such provision will to that extent be severed from the remaining Business Terms which will continue to be valid to the fullest extent permitted by law.

17. RIGHTS OF THIRD PARTIES
A person who is not a party to the contract between you and us may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.

18. ENTIRE AGREEMENT
These Business Terms represent the entire agreement between you and us in relation to their subject matter and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

19. LAW AND JURISDICTION
These Business Terms are governed by English law and the courts of England and Wales shall have exclusive jurisdiction over any claim or dispute arising under or in connection with these Business Terms.

20. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
20.1 We have the right to revise and amend these Business Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
20.2 You will be subject to our amended terms and conditions from the time that we notify you of the change, unless you notify us to the contrary within seven working days of receipt by you of our notice.