| 1 |
| 1.1 | In these Conditions: |
| 1.1.1 | "the Publisher", "we" or "us" means Local Pages Limited, a company registered in England and Wales under company number 08576948 with its registered office at 1 Upton Road, Southville, Bristol, BS3 1LW. |
| 1.1.2 | "the Customer" or "you" means the person, company or firm named overleaf. |
| 1.1.3 | "Advert" means any advertisement referred to overleaf. |
| 1.1.4 | "Directory" means any edition of the Publisher's hard copy directories and/or the Publisher's online directory accessed via https://www.localpages.co.uk, as specified overleaf. |
| 1.1.5 | "Products" means any printed products referred to overleaf. |
| 1.1.6 | "Services" means any distribution services in relation to the Products referred to overleaf. |
| 1.1.7 | "Conditions" means these terms and conditions. |
| 1.1.8 | "Contract" means the contract between the Customer and the Publisher incorporating these Conditions. |
| 1.1.9 | "Content" means any content provided by the Customer to the Publisher in connection with the Contract. |
| 2 |
| 2.1 | Any order placed by you constitutes an offer by you to place an Advert in one or more of the Directories and/or to purchase Products and, if relevant, Services, in each case in accordance with these Conditions. |
| 2.2 | All orders are subject to our acceptance and an order shall only be deemed to be accepted when we confirm it to you and issue an invoice, at which point the Contract shall come into existence. |
| 2.3 | These Conditions apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. |
| 3 |
| We may (without prejudice to any other right or remedy) decline to insert any Advert in, or remove any Advert from, a Directory or refrain from proceeding with any other Adverts, Products or Services ordered by you or refuse any further Adverts, Products or Services so ordered without penalty and with immediate effect if you: (i) fail to pay when due any sum payable under the Contract or any other contract to which these Conditions apply; or (ii) fail to observe or perform the Contract. |
| 4 |
| 4.1 | The price for the Advert and/or Products (and, if relevant, Services), together with any delivery charges in respect of the Products (if applicable), are set out overleaf. |
| 4.2 | You are required to pay each invoice submitted by us within 14 days following the date of the invoice or, if the closing date for the relevant Directory is less than 14 days after the date of the invoice, immediately upon receipt. Time for payment shall be of the essence of the Contract and we are under no obligation to process any order placed by you until we have received payment in relation to such order. |
| 4.3 | Payment for all orders may be made over the telephone by credit or debit card or online using the secure link we email to you with our invoice. |
| 4.4 | Unless specified otherwise, all amounts referred to in the Contract are exclusive of VAT, which shall (if required) be payable by you at the appropriate rate on the same date as the payment to which such VAT relates. |
| 4.5 | If any sum payable by you is not paid by the due date for payment, we reserve the right: (i) to charge interest on such sum calculated on a daily basis from the due date to the date of actual payment at the rate of four per cent. per annum above the Bank of England base rate from time to time; and (ii) to instruct a debt collection agency to recover such sum from you, together with any charges incurred by us in doing so which charges you agree to be liable for on an indemnity basis. |
| 5 |
| 5.1 | We will, subject to these Conditions, publish the Advert in the appropriate Directory and will distribute the Directory as we see fit within the relevant area. |
| 5.2 | All Adverts will be published in accordance with generally accepted printing standards and directory policies, although we reserve the right to make such changes as we deem reasonably necessary. |
| 5.3 | The Publisher does not give or make any warranty, condition or undertaking whatsoever as to the duration of the lifetime, or minimum circulation number, of any Directory. |
| 6 |
| 6.1 | Any relevant Content for the Advert or the Products is to be provided by you, or on your behalf, within seven days following the date of your order, unless otherwise specified overleaf, failing which we reserve the right to insert your name, address, telephone number and business as appears overleaf or, if applicable, as previously appeared in the most recent edition of the Directory. |
| 6.2 | After you have provided any relevant Content, we will send you by email a proof copy of any relevant artwork (if applicable) as it will appear in your Advert or Products and ask you, within seven days of receipt (or such other date as may be specified at the relevant time), either to approve the proof copy by returning a signed copy to us or to provide comments on it, failing which we reserve the right to publish it in the form sent to you. Please note that we will not send you a proof copy if your Advert or Products do not feature any artwork. |
| 6.3 | Any comments on the proof copy will be processed by us and resubmitted to you by email for your approval. Such approval must reach us within seven days following your receipt of the revised proof copy (or such other date as may be specified at the relevant time), failing which we reserve the right to publish it in the form sent to you. |
| 6.4 | We will not send you a proof copy if you have previously placed an Advert with us or ordered Products from us and there is to be no change in the artwork of your Advert or Products. |
| 6.5 | If you wish to change the artwork for your Advert or Products more than twice after the first proof copy has been provided to you, we reserve the right to charge you a composition fee of £20 +VAT. There will be no charge for any errors or omissions on the part of the Publisher. |
| 7 |
| 7.1 | Any Content provided by you shall be taken to have been unconditionally approved for publication and must be accurate in all respects. |
| 7.2 | You agree to comply in all respects with the provision of any statutes (including any regulations or orders made thereunder) and any other obligations imposed by law which are applicable to the publication of advertisements, including, without limitation, any standards, codes or other regulations imposed by the Advertising Standards Authority (together, "applicable legislation"). |
| 7.3 | We shall not be obliged to publish any Advert or any part thereof which, in our sole discretion: (i) is or may be contrary to, or infringes the terms of, any applicable legislation or the right or privilege of any person; (ii) is or may be defamatory; (iii) is likely to mislead members of the public; (iv) contains material which members of the public might find offensive, prejudicial or inflammatory; (v) is likely to subject us to prosecution, criticism or embarrassment; or (vi) is unacceptable for publication for some other reason. |
| 8 |
| 8.1 | Unless the type of Advert requires otherwise, Adverts are generally arranged in alphabetical sequence in the relevant Directory. However, final position is arranged at our sole discretion to optimise Directory layout and paper usage and we do not give or make any warranty, condition or undertaking whatsoever, whether express or implied, as to the page on which, or position in which, any Advert will appear within the relevant Directory. |
| 8.2 | Although we make every effort to ensure that the colour of any Content provided by you is displayed as accurately as possible in our Directories or on the Products (as the case may be), we cannot guarantee an exact match and you acknowledge that there may be slight variations from the Content provided and that you will not be entitled to any refund or other remedy in respect of any such variations in colour. |
| 8.3 | You agree that, if you have only paid for your Advert to appear in a hard copy edition of a Directory, we may also include your Advert or a basic listing of your details in the online edition free of charge. If you do not agree to your Advert or a basic listing of your details appearing in the online edition, please inform us in writing. |
| 9 |
| 9.1 | We will provide the Products and, if relevant, any Services to you subject to, and in accordance with, the Contract. |
| 9.2 | We will use reasonable endeavours to meet any performance dates specified overleaf for the supply of the Products and any relevant Services, but any such dates shall be estimates only and time for such performance shall not be of the essence of the Contract. |
| 9.3 | We warrant to you that: (i) the Products will, on delivery, conform (in all material respects) with their description (including any Content provided by you), be of satisfactory quality, be free from material defects in design, material and workmanship and be reasonably fit for any purpose held out by us; and (ii) the Services will be provided using reasonable skill and care. |
| 9.4 | We will deliver any Products to you, unless otherwise agreed or specified overleaf. Any delivery charges will be included within our invoice. |
| 9.5 | You acknowledge and agree that we may use a third party to provide the Services. |
| 9.6 | Any Products will become your responsibility from the time of delivery or collection (unless you have asked us to provide Services in relation to the Products, in which case we will retain responsibility until such time as the Products have been distributed in accordance with your instructions). Ownership of any Products will pass to you when we receive full payment of all sums due in respect of those Products, including any delivery charges. |
| 10 |
| 10.1 | Nothing in these Conditions excludes or limits our liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by English law. |
| 10.2 | Except as otherwise expressly provided in the Contract, all conditions, warranties, representations, undertakings or other similar terms implied by statute, common law or custom are excluded to the fullest extent permitted by law. |
| 10.3 | Subject to clause 10.1, we shall not be liable (whether such liability arises in contract, tort (including negligence) or otherwise) for: (i) any loss of profit, loss of business, loss of or damage to data, loss of anticipated savings or interest, loss of or damage to reputation or goodwill or any indirect, special or consequential damages, loss, costs, claims or expenses of any kind; and/or (ii) any loss arising from a failure or delay in performing our obligations under the Contract to the extent that such failure or delay was caused or contributed to by your act or omission. |
| 10.4 | In the event of an error or omission on our part, you shall be entitled to a refund of such part of the price paid by you for the Advert and/or the Products (and, if relevant, the Services) concerned as is fair and reasonable having regard to the nature of the error or omission. |
| 10.5 | If we do not publish the Directory in which your Advert is to appear, we shall inform you and shall refund in full all monies paid by you in respect of the Advert and you shall have no other claim whatsoever against us in relation thereto. |
| 10.6 | Subject to clause 10.1, you agree that our aggregate liability under the Contract shall not exceed the price paid by you thereunder. |
| 11 |
| You agree to indemnify us, our servants and agents from and against all proceedings, claims, demands, loss, damages, fines, costs, expenses and charges taken, made or awarded against us or our servants or agents arising out of, or in connection with, the Contract, including, without limitation, any actual or alleged claim that any Content provided by you infringes the intellectual property rights of a third party, is defamatory or illegal or is in breach of any standards relating to the description of goods and services. |
| 12 |
| 12.1 | You warrant that you have been duly authorised by the owner, or that you are the owner, of all intellectual property rights in any Content provided by you and you hereby grant us an irrevocable, worldwide, perpetual, non-exclusive licence of such intellectual property rights in relation to the use, reproduction, publication, display, adaptation, distribution and transmission of such Content by any means and across any media. |
| 12.2 | All intellectual property rights in material created by us in connection with the Contract, including material derived or developed from any Content provided by you, shall be owned by us. |
| 13 |
| We shall not be liable to you for any delay or failure to perform our obligations under the Contract caused or contributed to by an event or circumstance beyond our reasonable control, including (without limitation): act of God, inclement weather, flood, lightning or fire; industrial action or lockouts (whether involving our workforce or the workforce of any third party); the act or omission of Government, highways authorities or other competent authority; war, military operations or riot; the acts or omissions of any third party for whom we are not responsible. |
| 14 |
| 14.1 | Any notice or other communication required to be given or served to a party for the purposes of the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or, if different, its address shown overleaf and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email. |
| 14.2 | A notice or other communication shall be deemed to have been duly given and served: if delivered personally, at the time of delivery; if sent by pre-paid first class post or other next working day delivery service, on the second working day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one working day after transmission. |
| 15 |
| 15.1 | The Contract constitutes the entire agreement between the parties and you acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in the Contract. |
| 15.2 | A person who is not a party to the Contract shall not have any right to enforce its terms. |
| 15.3 | Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by an authorised signatory of the Publisher. |
| 15.4 | If any court or competent authority decides that any of these Conditions are unlawful or unenforceable, the remaining Conditions will remain in full force and effect. |
| 16 |
| This Contract shall be governed by, and construed in accordance with, the laws of England and Wales and each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales. |
