Terms and Conditions
PLEASE READ THE FOLLOWING NOTES AND CONDITIONS CAREFULLY AS THE CONDITIONS WILL FORM THE BASIS OF THE CONTRACT FOR ADVERTISING IN PRINTED DIRECTORIES AND ON OUR WEBSITE.
1. The Contract
1.1 When you order Services from us, you enter into a Contract with us. The Contract is made up of:-
1.1.1 these Conditions;
1.1.2 the Registration Form; and
In the case of conflict between either of these documents, priority shall be given in the order in which they appear above.
1.2 The Contract applies to the exclusion of all other written or verbal representations, statements or understandings.
1.3 Except as expressly provided for in these Conditions none of our employees or agents have authority to agree any change to a Contract.
2.1 In these Conditions:-
2.1.1 “Advertisement” means the advertisements referred to on the Registration Form;
2.1.2 “Classification” means a section of a Directory in which the Advertisements are to be published and which is relevant to the trade or profession described in the heading used for that Classification;
2.1.3 “Conditions” means these contractual conditions;
2.1.4 “Confirmation of Order” means a document or electronic communication that we issue to you to confirm acceptance or cancellation of your Registration Form;
2.1.5 “Content” means any and all of the text, graphics, images, logos, photographs, layout, design, shading and colouration constituting or intended to be included in an Advertisement;
2.1.6 “Contract” means a contract between you and us as described in Condition 1.1. Each Advertisement shall be treated as a separate Contract;
2.1.7 “Directory” means any website or printed directory published by us into which you wish Advertisements to be inserted;
2.1.8 “Final Amendment Date” means the latest date by which you may request an amendment to your order, which shall be notified to you from time to time. We may change the Final Amendment Date on reasonable grounds;
2.1.9 “Proprietary Material” means any of your (or a third party’s) copyright material, brand names, trade or service marks, devices or logos;
2.1.10 “Registration Form” means the form which you complete and submit to us, under which you offer to purchase one or more Services from us;
2.1.11 “Services” means the services to be performed by us in accordance with a Contract for the insertion of Advertisements into Directories or the design and/or production of a dedicated webpage for you on our website, as the case may be;
2.1.12 “us” means First Call Directories Limited, a company registered in England and Wales under number 07404534, whose registered office is at Stanley House, Lowergate, Clitheroe, BB7 1AD and “we” and “our” has a corresponding meaning; and
2.1.13 “you” means the person, company or other organisation (named on the Registration Form as the customer) who offers to purchase one or more Services or a person, company or other organisation who or which enters into a Contract with us for the provision of Services; and “your” shall have a corresponding meaning.
2.2 Words denoting the singular include the plural and vice versa.
2.3 The headings in these Conditions are for convenience only and shall not affect the interpretation.
2.4 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.
2.5 Notices that are required to be “in writing” or “written”, must not be given by email.
3.1 Unless otherwise agreed or provided for by law, your Contract shall not come into existence until we have sent you a Confirmation of Order that accepts your Registration Form.
4. Amendments, Order Changes and Cancellations
4.1.1 Amendment / Order Change by You
Once you have submitted the Registration Form to us, you may request an amendment or cancellation of your Advertisement within 7 days of submission of the Registration Form provided we receive such request not less than 7 days prior to the date of publication of a printed directory. Otherwise, you may not request an amendment or cancellation of your Order without our prior written approval, when we may advise of any additional charge leviable in respect of such amendment or cancellation.
4.1.2 If your amendment or cancellation is accepted by us, we will issue to you a note confirming receipt and giving details of the amendment or confirming the basis on which we are prepared to accept your cancellation. You should check the details carefully and should advise us immediately of any errors or omissions.
4.1.3 If an amendment or cancellation is not accepted by us then we shall proceed with the publication of the previously ordered Services.
4.2 Cancellation by You
4.2.1 In addition to any statutory rights you may have, you may apply to cancel an Advertisement any time prior to the Final Amendment Date, giving notice as provided for in Condition 4.1.2.
4.2.2 If we change these Conditions, improve a Service or change our Contract with you, as provided for in Condition 4.3 you may apply within 14 days of receipt of the notice referred to in Condition 4.3 to cancel your Advertisements without charge.
4.2.3 Except where you have a statutory right to cancel, no Advertisement shall be taken to have been cancelled under this Condition 4.2 until we have issued a written notice accepting the cancellation.
4.3 Amendment by us
4.3.1 We may change these Conditions from time to time. A change will be effective immediately upon notification to you in writing of the modified Conditions.
4.3.2 We have a policy of continuously improving our products and services. Subject to Condition 4.2.3, we may change any aspect of the Services from time to time without notice.
4.4 Cancellation by us
4.4.1 We may (without affecting any other right or remedy we may have) remove any Advertisement or refrain from proceeding with any other Advertisement you have ordered and/or refuse any further Advertisement ordered without penalty and with immediate effect if:
a) you fail to pay when it is due any sum payable under any agreement between you and us, and such sum remains outstanding;
b) you commit a material breach of any provision of the Contract, or a series of breaches which, when taken together, amount to a material breach of the Contract, unless in the case of a breach which is capable of remedy you have remedied the breach or breaches within fourteen (14) days of receiving a written request to do so;
c) you cease or threaten to cease to carry on business or are unable to pay your debts as they fall due;
d) 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;
e) an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for by you or any one of you;
f) you fail to provide Content that is compliant with your obligations set out in Condition 7.2; or you fail to approve a proof sent to you as required for a specific product;
g) you breach Condition 12.1; or
h) you are the subject of a receiving order in bankruptcy or suffer execution, distress, any form of diligence or seizure to be levied or effected on or against your premises, assets or effects.
4.4.2 We may cancel any Contract (in whole or in part) without penalty by giving you not less than seven (7) days’ notice in writing, to expire at any time before the proposed publication date of the Directory concerned.
5. Charges and Payment
5.1 The charge for each Advertisement (or the total charge for a number of Advertisements) shall be that set out on the respective invoice.
5.2 Unless otherwise agreed in writing, payment in full shall become due and payable from you on demand. If payment is to be made in instalments and if you fail to pay any instalment on its due date then we shall be entitled to demand payment of the unpaid balance including all arrears. We shall be entitled to charge you interest on overdue payments at the rate of 4% per annum above the then current base lending rate of National Westminster Bank Plc. Interest shall accrue on a daily basis from the date the payment became due until you make payment of the overdue amount.
5.3 If you fail to comply with any of the Conditions, you will still continue to be liable for all charges due and to become due.
6. Our Obligations
6.1 We will, subject to these Conditions:
6.1.1 publish the applicable Advertisements within the appropriate Classifications in the appropriate Directories;
6.1.2 design and publish on our website a webpage containing a description of your business (as detailed by you in the Registration Form) together with a link to your own website (where applicable) for a period of no less than 12 months from the date of publication of the Directory. Should you require your webpage to appear on our website for an additional period, additional charges may apply; and
6.1.3 distribute the Directories where applicable.
6.2 You acknowledge and accept that we do not make any warranties or representations as to any particular position or priority or the frequency in which your webpage may appear on our website.
6.3 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 of your webpage. However, where it is in our control, we will try to keep any periods of downtime to a minimum.
7. Your Obligations
7.1 Materials to be provided
7.1.1 You shall supply to us, whenever appropriate, such materials or inserts as may be required by us to publish the Advertisement. Such materials must be of a quality suitable for our use and must be delivered to a designated location in sufficient time to suit our production requirements for each Directory concerned. We do not undertake to return any materials supplied by you or any media on which they were originally supplied to us.
7.1.2 We shall not be obliged to publish any Advertisement for which you have failed to provide the materials or inserts at the correct time or have provided materials or inserts of an unsuitable quality. If we do publish such an Advertisement, we will do so based on the information available to us at the Final Amendment Date and we will have no liability to you in respect of the published Advertisement.
7.2.1 You shall comply in all respects with the provisions of all statutes and statutory instruments applicable to any Advertisement intended for publication in a Directory, including (without limitation) the Trade Description Act 1968, the Consumer Credit Act 1974, Local Government (Miscellaneous Provisions) Act 1976, the Surrogacy Arrangements Act 1985, Financial Services and Markets Act 2000 (“FSMA”), FSMA (Financial Promotion) Order 2005 and the Consumer Credit (Advertisements) Regulations 2004.
7.2.2 You shall comply in all respects with:
a) the British Code of Advertising, Sales Promotion and Direct Marketing; and
b) 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 current, in all cases, as at the Final Amendment Date applicable to an Advertisement.
7.2.3 Even though a Contract is in place between you and us, we may refuse to publish any Advertisement or any part thereof where:
a) we consider that the Content is contrary to or infringes the terms of any law or the right or privilege 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; and/or
b) you have failed to provide any information or document reasonably requested by us.
7.2.4 We reserve the right to delete any Proprietary Material from an Advertisement where we have reasonable grounds to believe that the owner or controller of such Proprietary Material has withheld or withdrawn permission for your use of the same. In these circumstances, deletion shall not be deemed to be a breach of our obligations under the Contract.
7.2.5 You warrant 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 Directories concerned.
7.2.6 We may provide a copy of your Advertisement or Artwork to the Advertising Standards Authority or any successor or similar competent body as we see fit, to determine whether such Advertisement or Artwork is suitable (from a regulatory perspective) for publication in a Directory. You consent to such disclosure.
7.3 If you make any change to your business name, address, telephone number, authorised representative or legal status, you must promptly notify us in writing on your own business stationery.
7.4 You hereby grant us a worldwide, perpetual, non-exclusive licence to use, reproduce, publish, display, adopt, distribute and transmit all information supplied by you on the Registration Form or in the course of our providing the Services to you (including but not limited to any intellectual property in any logos supplied to us) for the purposes of publishing the Directory and on our website.
7.5 You must ensure that you have authority to use any quality assurance mark, any logo or name of any trade association you provide to us and be a paid up member of such trade association.
7.6 If your activities, conduct or advertising or promotion fall within the regime regulated by the Financial Services Authority (or any successor or similar competent body), you undertake and warrant to us that you are registered in the conduct of your business by the Financial Services Authority (or any successor or similar competent body) if you are required to be so registered and that the content of each Advertisement has been approved by a person authorised to approve advertisements under the Financial Services regulatory regime.
7.7 We do not accept responsibility for any potential copyright issues which may occur for images provided by an advertiser. If is the advertiser’s duty to ensure that they are the owner of any image, or content, provided to First Call Directory.
8. Limitation of Liability
8.1 We do not exclude or limit our liability for death or personal injury resulting from our own negligence, or for fraudulent misrepresentation.
8.2 Save as provided in Condition 8.1, we shall not be liable, to the maximum extent permitted by applicable law, for any indirect or consequential losses or damage (whether arising in contract, tort (including negligence), strict liability or otherwise and whether such losses or damage were foreseen, foreseeable, known or otherwise).
8.3 Except as set out in Condition 8.1 above, if we make an error in or omission from, or of, an Advertisement you 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.
9.1 We may provide you with a proof of all Advertisements prior to publication. However, we do not guarantee that such proofs will be provided. Where time does not permit the issue of proofs the Advertisement will be published in accordance with the relevant details provided by you on the Registration Form and such publication will be taken to satisfy our obligations.
10. Layout of Advertisement and Directories
10.1 We do not guarantee the page or position on which any Advertisement will appear within a Directory or within a Classification in a Directory.
10.2 An Advertisement may, at our sole discretion, be published in a different style or size of typeface from that requested by you if the style or size of typeface specified does not conform with the typefaces used by us for the printing of the relevant Directory.
11.1 You shall, on demand, fully indemnify us against any losses and/or liabilities in relation to any proceedings, claims, demands, damages, fines, costs, expenses and charges, which are incurred or suffered by us or our employees or agents arising out of your conduct, including, but not limited to, any breach of the Contract.
12. General Warranty and Grant of Rights
12.1 Without prejudice to any other rights and remedies, you represent, warrant and undertake throughout the term of the Contract, that:
12.1.1 you have and will continue to have the authority to enter into the Contract and to perform your obligations in accordance with it and are acting in a business capacity on behalf of a business; and
12.1.2 you have obtained and shall continue to hold all rights, permission and consents to enable us to use the Proprietary Materials (including any data or copyright works as referred to in Condition 12.2 and all IPRs in it), in accordance with these Conditions.
12.2 Where your Advertisement contains a URL, or you provide us with your business URL by other means, such as on a Registration Form, you hereby grant to us the right to fully access, copy, store, compile, recompile and index such website linked to from that URL and any data and copyright works comprised therein, or any portion thereof.
12.3 We may, prior to publishing your Advertisements, disclose to the owner of any Proprietary Material to be incorporated into Advertisements, your intention to incorporate such materials; and to any statutory or regulatory body, having the authority over the content or appearance of Advertisements, your intention so to advertise.
13. Intellectual Property Rights in the Advertisement
13.1 Except where stated elsewhere in these Conditions, all intellectual property rights (including copyright) created by us in connection with a Contract (including any and all rights in the webpage we create for you) shall unconditionally vest in us and remain our property.
14. Price of Directories
14.1 Printed Directories will be distributed free of charge on such basis and to such persons as we in our absolute discretion shall decide. In all cases distribution is made within the area covered by a particular Directory edition.
15. Force Majeure
15.1 We shall not be liable in respect of any breach of any Contract due to any cause beyond our reasonable control.
16. Applicable law and Jurisdiction
16.1 The Contract shall be governed by the laws of England and the Courts of England and Wales shall have exclusive jurisdiction to hear disputes arising out of the Contract.