Yellow Pages Directory and Bound Inserts Advertising Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY AS THEY WILL FORM THE BASIS OF THE CONTRACT FOR ADVERTISING IN PRINTED DIRECTORIES AND FOR BOUND INSERTS.

1. Definitions

In these Conditions:

"Advertisement" means the advertisements and/or Bound Inserts referred to on the Advertisement Order;

"Advertisement Order" means a document, webpage or electronic communication which you complete and submit to us, under which you offer to purchase one or more Services from us or, in respect of any Contract formed under Condition 16.1 (Renewal or Extension of Contract), a written notice issued by us to you in accordance with that Condition;

"Amendment" means a change to the Content of an Advertisement;

"Artwork" means material suitable for our production purposes and containing the Content of an Advertisement;

"Bound Insert" means a bound insert type Advertisement;

"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;

"Conditions" means these contractual conditions;

"Confirmation of Order" means a document or electronic communication that, except in the case of any Contract formed under Condition 16.1 (Renewal or Extension of Contract), we issue to you to confirm acceptance or cancellation of your Advertisement Order or Order Change;

"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 (and may include Proprietary Material);

"Contract" has the meaning set out in Condition 2.3. Each Advertisement and the production of each piece of Artwork shall be treated as a separate Contract;

"Credit Agreement" means a credit agreement regulated by the Consumer Credit Act 1974, which to the extent entered into between Yell and you provides a running account facility to finance your purchase of Advertisements, Artwork and other Services offered by Yell under the Contract;

"Directory" means any printed directory published by us into which you wish Advertisements to be inserted;

"Final Amendment Date" means the latest date by which you may request an Amendment, which date is shown in the in your Advertisement Order, or otherwise notified to you from time to time. We may change the Final Amendment Date on reasonable grounds;

"Financial Services Regulatory Regime" means the regime (regulated by the Financial Conduct Authority pursuant to the Financial Services and Markets Act 2000 and other laws) which governs the conduct of business and the advertising and promotion of financial products and services;

"Free Listing" an unpaid single line entry including your business name, full UK address and telephone number in the Directory appropriate to the address at which that business operates, and more particularly described in Condition 14.

"Order Changes" means a change either to the Advertisement size, Artwork, Classification or the Directory edition in which an Advertisement is to appear. An Order Change may result in a change to the price of the Advertisement;

"Promotional Advertisement" means an advertisement type made available by us as part of a promotional offer or at a discounted rate;

"Proprietary Material" means any of your (or a third party's) copyright material, brand names, trade or service marks, devices or logos;

"Rate Card" means a price list issued by us from time to time giving the prices of Advertisements and other details relating to the publication of Directories. You may obtain a copy of the Rate Card from your sales representative;

"Services" means the services to be performed by us in accordance with a Contract for the insertion of Advertisements into Directories, the production of Artwork, or the design and/or production of Bound Inserts, as the case may be;

"Yell" means Yell Limited, a company registered in England and Wales under number 04205228, whose registered office is at 3 Forbury Place, Forbury Road, Reading, England, RG1 3YL;

"Yell Business Account" means the internet based account facility currently accessed via the log-in functions at business.yell.com, by and through which customers that have registered to use the facility may order, cancel (if applicable), amend and/or pay for products and services and manage their accounts with us;

"Your Profile" a Free Listing, that incorporates business profile pages listed on Yell.com;

"us" means all of (1) Yell and (2) each of Yell's subsidiaries, Yell's holding company and any subsidiaries of such holding company as defined in section 1159 of the Companies Act 2006. "we" and "our" also has a corresponding meaning to "us"; and

"you" means the person, company or other organisation (named on the Advertisement Order 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 to "you" .

2. The Contract

2.1 When you order Services from us, you enter into a Contract with us. Except in the case of any Contract formed under Condition 16.1 (Renewal or Extension of Contract), the Contract is made up of:

  1. these Conditions;
  2. the Confirmation of Order;
  3. the Advertisement Order;
  4. the Rate Card (if applicable);

and the Contract shall not be formed unless and until we send you a Confirmation of Order.

2.2 In respect of any Contract formed under Condition 16.1 (Renewal or Extension of Contract), the Contract is made up of:

  1. these Conditions; and
  2. the Advertisement Order

2.3 The term "Contract" shall, when used in these Conditions, mean any Contract formed under Condition 2.1 or 2.2 above, as applicable.

2.4 In the case of a conflict between any of these documents, priority shall be given in the order in which they appear in Condition 2.1 or 2.2 (as applicable) above. In the case of a conflict between the Contract and the Credit Agreement (where applicable), priority shall be given to the terms of the Credit Agreement. The Contract applies to the exclusion of all other written representations, save for those provided in connection with the Credit Agreement, and any verbal representations made or purported to have been made on our behalf. Except as expressly provided for in these Conditions none of our employees or agents have authority to agree any change to a Contract or, make representations other than those contained within policies or materials authorised by us.

3. Commencement

3.1 Unless otherwise agreed or provided for by law, your Contract shall not come into existence until:

  1. in the case of Advertisements (and subject to Condition 3.2) we have sent you a Confirmation of Order that accepts your Advertisement Order;
  2. in the case of Artwork, we have sent you a proof of the said Artwork; or

3.2 in the case of any Contract formed under Condition 16.1 (Renewal or Extension of Contract), the passing of the final date on which you may write to us in accordance with Condition 16.1.3.

4. Amendments, Order Changes and Cancellations

4.1 Amendment / Order Change by You:

4.1.1 Except in the case of Promotional Advertisements, you may request an Amendment or an Order Change at any time before the Final Amendment Date. Promotional Advertisements may be restricted in availability to certain Classifications, Directories and advertisement sizes and types. In the case of Promotional Advertisements, you will only be permitted to request changes to Content in accordance with this Condition 4.1.

4.1.2 Subject to Condition 4.1.4, you must make requests for Amendments or Order Changes, as follows:

  1. in writing to us at the address shown on the Advertisement Order;
  2. using your Yell Business Account; or
  3. by amending, signing and returning a proof sent to you by us within the time limits imposed by the Contract

4.1.3 If practicable prior to the Final Amendment Date, we will issue to you a note confirming receipt and giving details of the Amendment. You should check the details carefully and should advise us immediately of any errors or omissions.

4.1.4 You may elect to telephone a request for an Amendment before the Final Amendment Date to our Customer Service telephone number. If you do this, or request an Amendment through our sales representative, we will not accept any liability for the accuracy of the subsequently amended Advertisement and we may decline to accept the Amendment.

4.1.5 Requests for an Order Change can only be considered by us if made in accordance with the provisions of Condition 4.1.2. Each Order Change shall be chargeable to you at the appropriate rates shown in our then current Rate Card.

4.1.6 A request for an Order Change shall be taken to be subject to and incorporate these Conditions and shall be accepted by us on the dispatch of a corresponding Confirmation of Order.

4.1.7 If an Order Change is not accepted by us then we shall proceed with the publication of the previously ordered Services unless such Services have been cancelled in accordance with these Conditions.

4.2 Cancellation by You

4.2.1 Except where you have a statutory right or as provided in Condition 4.2.3, you shall not have the right to cancel a Contract for Artwork.

4.2.2 In addition to any statutory rights you may have, you may apply to cancel an Advertisement (without charge, subject to Condition 4.2.5) any time prior to the Final Amendment Date (or, in the case of Bound Inserts, any time provided it is at least seven (7) days prior the Final Amendment Date) by:-

  1. giving notice as provided for in Condition 18;
  2. telephoning our Customer Service department (using the telephone number shown on the Advertisement Order) followed by a written notice which must be received by us within seven (7) days of your telephone call to Customer Services; or
  3. using your Yell Business Account

4.2.3 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 fourteen (14) days of receipt of the notice referred to in Condition 4.3 to cancel your Advertisements or a Contract for Artwork without charge.

4.2.4 Except where you have a statutory right to cancel, no Advertisement or Contract for Artwork shall be taken to have been cancelled under this Condition 4.2 until we have issued a Confirmation of Order accepting the cancellation.

4.2.5 Subject to Condition 4.2.4, if you cancel a Contract for Bound Inserts, you must pay us a reasonable charge for any design work completed by us prior to the date of cancellation and our costs of the materials incurred.

4.3 Amendment by us

4.3.1 We may change these Conditions from time to time. A change will be effective immediately upon publication of the modified Conditions on your Yell Business Account.

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. Such changes may include the area of coverage and distribution of Directories; the title, font, format, type, look and feel and/or size of any Directory; our advertisement policies; the range of available Advertisement types and the Classification and Classification headings and search facilities used in Directories. If we reasonably consider that such a change is likely to have a serious detrimental financial effect on you, then we will notify you of such change but shall not otherwise be obliged to inform you.

4.4 Cancellation by us

4.4.1 We may (without affecting any other right or remedy we may have) discontinue access to and use of any Call Counter Number (as defined in clause 7.3.1 below), 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:

  1. you fail to pay when it is due any sum payable under any agreement between you and us, and such sum remains outstanding;
  2. 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;
  3. you cease or threaten to cease to carry on business or are unable to pay your debts as they fall due;
  4. 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;
  5. an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for by you or any one of you;
  6. 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;
  7. you breach Condition 12.1.
  8. 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;

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.

4.4.3 We may (without affecting any other right or remedy that we may have) suspend or refrain from processing any Advertisement Order (or renewal thereof) if you fail to pay any instalment or payment demanded by us from you. When or if all payments due are received by Yell as cleared funds prior to the proposed publication date of the relevant Directory we may, without notification to you, recommence processing of the relevant Advertisement Order. We are neither responsible nor liable for our failure to process your Advertisement Order or publish your Advertisement in the above circumstances.

5. Charges and Payment

5.1 The charge for each Advertisement or for Artwork (or the total charge for a number of Advertisements and Artwork) shall be that set out on the respective Advertisement Order or failing which that which may be calculated from the Rate Card applicable to the Advertisements or Artwork concerned. If a reduction is shown in respect of a promotional offer and you continue to meet all the terms of eligibility relating to that promotional offer then the charge shall be reduced by the amount shown but not otherwise. Terms of eligibility for promotional offers will be made available by us on request.

5.2 Unless otherwise agreed in writing and subject to Condition 5.3, payment in full shall become due and payable from you on demand. If you fail to make the payment by its due date we shall be entitled to charge you interest on the overdue payment at the rate of 4% per annum above the then current base lending rate of HSBC Bank plc and 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 have entered into a Credit Agreement with us, payment may be made in instalments in accordance with, and subject to the terms and conditions of, the Credit Agreement.

5.4 Unless you tell us otherwise, we will issue all information and other documents related to your Advertisements, orders and account (including, without limitation, your Confirmation of Order, invoices, statements, etc.) to your Yell Business Account.

5.5 Unless you tell us otherwise, we will make your invoice available for you to access via your Yell Business Account. We’ll send you an email to let you know when it is available. You are responsible for accessing your Yell Business Account and checking your invoices.

5.6 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:

  1. subject to Condition 6.1(b), publish the applicable Advertisements within the appropriate Classifications in the appropriate Directories;
  2. publish the applicable Bound Inserts in the appropriate Directories;
  3. produce or arrange the production of Artwork if ordered by you pursuant to the Contract; and
  4. distribute the Directories.

6.2 In respect of a Contract for the design and/or production of Artwork:

  1. we grant you a non-exclusive, non-transferable licence to use Artwork in the Advertisements for publication in Directories published by us. You must not use the Artwork for any other purpose; and
  2. we will ensure that Artwork will be available in sufficient time for inclusion in the Advertisement and will be suitable for our production processes.

6.3 We do not give any warranty, condition or undertaking whatsoever as to the duration of the lifetime of any Directory.

6.4 Reproduction Quality and Limitations: Proofs that may be issued by us pursuant to Condition 9 are produced using different printing processes and on different paper stock from those processes and paper stocks used in the manufacture of Directories. You understand and accept that the reproduction quality of Directories will generally be of a lower definition. In the case of a colour Advertisement, you understand and agree that there will be some variation between the colour and shading shown in any proof and the version as printed in the Directory. Similarly, there may occasionally be some colour and tonal variation between adjacent pages in the same Directory and this factor may adversely affect the appearance of a double page spread Advertisement. In the case of a double page spread Advertisement, we do not warrant the alignment of the two pages. In any event, we will not have any liability for any degraded definition, colour variation or alignment imperfections, no matter how they may occur.

7. Your Obligations

7.1 Materials to be provided

7.1.1 Except for Artwork ordered pursuant to a Contract, 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.

7.1.3 By entering into a Contract for the supply of a Bound Insert or bookmark product you agree that, should you wish to produce your own Bound Insert or bookmark product, our third party print provider may first contact you directly to discuss your requirements and to provide a quotation for their production. Having reviewed that quote you shall, at your sole discretion, be free to either accept the quote from our third party print provider or to produce your own Bound Insert or bookmark product.

7.2 Content

7.2.1 You shall comply in all respects with the provisions of any statutes including any regulations, orders and rules made thereunder, all re-enactments or substitutions and any other obligations imposed by law including bylaws applicable to all Advertisements intended for publication in a Directory, including (without limitation) the Trade Description Act 1968, the Local Government (Miscellaneous Provisions) Act 1976, the Surrogacy Arrangements Act 1985, and the FSMA.

7.2.2 You shall comply in all respects with:

  1. the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code);
  2. the provision of the Financial Conduct Authority's Handbook of Rules and Guidance that relate to communications with members of the public;
  3. any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising in the UK, including, without limitation, Ofcom, the Independent Committee for the Supervision of Telephone Information Services, or the Advertising Standards Authority; and
  4. our advertising policies,

current, in all cases, as at the Final Amendment Date applicable to an Advertisement.

7.2.3 If your activities, conduct, advertising or promotion fall within the Financial Services Regulatory Regime, you must:-

  1. complete and sign a Credit and Financial Services Advertising Customer Declaration ("CFSA Customer Declaration"), which is available on your Yell Business Account or from our sales representatives; and
  2. fully comply with the additional terms and conditions on the CFSA Customer Declaration.

7.2.4 You hereby agree, undertake and warrant that if you form a Contract with us or otherwise request publication of any Content which consists of or includes a financial promotion (other than a financial promotion to which an exemption under the FSMA (Financial Promotion) Order 2005 applies in relation to its communication in Yellow Pages), you will ensure that, prior to the proposed date of publication, the final Content of each such Advertisement will have been approved in writing by an authorised person for publication in the relevant Directory under the FSMA.

7.2.5 If you form a Contract with us or otherwise request publication of any Content which consists of or includes anything within the Financial Services Regulatory Regime, within seven (7) days of a request from us, you must provide or arrange the provision of:

  1. proof that you are authorised or that you are an appointed representative of an authorised person: and
  2. a certified copy of the authorised person's written approval of the financial promotion as required by Condition 7.2.4; or
  3. an explanation of the applicable exemption or other reason why section 21(1) of FSMA does not apply to the activities, conduct, advertising or promotion referred to in our request.

We may make such a request any time after your Advertisement Order, after the publication date of the relevant Directory.

7.2.6 You hereby agree, undertake and warrant that if you form a Contract with us or otherwise request publication of any Content which consists of or includes content governed by the Financial Conduct Authority’s Consumer Credit Sourcebook (“CONC”) in the Handbook of Rules and Guidance:

  1. you hold permissions as may be required pursuant to the FSMA;
  2. the final Content to be published by us complies in each and every respect with CONC and any amendments, re-enactments or substitutions in force as at the proposed date of publication and has been certified as compliant and suitable for publication in a Directory by a person of appropriate expertise; and
  3. any Annual Percentage Rate ("APR"), including any typical APR, in the Content:
    1. has been calculated, as at the proposed date of publication, in accordance with the provisions of CONC and any amendments, re-enactments or substitutions in force; and
    2. has been certified as correct and suitable for publication in a Directory in writing by a person of appropriate expertise such as your auditor, compliance officer or chartered accountant.
  4. you will notify us immediately if you become aware of any event or matter occurring between the date the CFSA Customer Declaration is submitted to us and the publication date shown on the CFSA Customer Declaration which causes, or could cause, the publication of the Content or any part of the Content to constitute an offence under section 25 of the FSMA.

7.2.7 Further if you form a Contract with us or otherwise request publication of any Content which consists of or includes content governed by the CONC, within seven (7) days of a request from us, you will provide or arrange the provision of:

  1. proof that you are appropriately authorised by the Financial Conduct Authority in accordance with Condition 7.2.6(a);
  2. a certified copy of the certificate of compliance in accordance with Condition 7.2.6(b); and/or
  3. a certified copy of the calculations carried out in accordance with Condition 7.2.6(c)(i) and the written certification in accordance with Condition 7.2.6(c)(ii).

We may make such a request any time after your Advertisement Order, until twenty-four (24) months after the publication date of the relevant Directory.

7.2.8 You hereby agree, undertake and warrant that:

  1. the information provided by you on any CFSA Customer Declaration is true, correct and not misleading and will remain so for the duration of any Contract between us; and
  2. (without prejudice to (a) above) you will notify us immediately if, at any time after the date on which you complete and sign a CFSA Customer Declaration, any of the information provided by you on such CFSA Customer Declaration ceases to be true, correct and not misleading.

7.2.9 Even though a Contract is in place between you and us, we may refuse to publish any Advertisement or any part thereof where:

  1. 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
  2. you have failed to provide any information or document requested by us pursuant to Condition 7.2.5 and/or Condition 7.2.7;
  3. you have notified us that the publication of Content submitted with a CFSA Customer Declaration may constitute a breach of the FSMA pursuant to Condition 7.2.6(d) and you fail to provide suitably amended, and (where relevant) certified, Content within the time specified by us or where such notification has been given in insufficient time to enable us to process any amendment to the Content before publication.

7.2.10 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.

7.2.11 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.

7.2.12 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 Call Counter Service

7.3.1 We may make available to you a telephone number(s) ("Call Counter Number") for at least twelve (12) months from the date of publication of the relevant Directory (the "Minimum Period") for use exclusively in the Yellow Pages directory advertisement only, as set out in the Advertisement Order.

7.3.2 Call Counter Numbers are not permitted for use in 118 24 7, nor are the Call Counter Numbers permitted to be used other than in the Yellow Pages directory advertisement nominated on the Advertisement Order. Persons calling the Call Counter Number will be connected to you via your existing fixed line telephone number as nominated by you on the Advertisement Order.

7.3.3 The Call Counter Service will commence upon the publication of the relevant Yellow Pages directory stated on the Advertisement Order and will continue for the Minimum Period. For the purposes of this Clause "Call Counter Service" means the service provided to you to monitor the effectiveness of the Advertisements nominated by you for the Call Counter Service, as such service may be enhanced or modified from time to time in our reasonable discretion.

7.3.4 In the event that you request and we agree to the provision of a Call Counter Number the following shall apply:

  1. we shall be entitled to pass details of your existing fixed line telephone numbers to our telecommunication supplier for the purposes of facilitating the connection of calls made to the Call Counter Number to your fixed line;
  2. we shall be entitled to access and view all call statistics relating to calls made to the Call Counter Number and to use aggregated data for our own research and for inclusion in marketing, publicity and promotional material;
  3. data shared with you relating to the Call Counter Service will be disclosed at our sole discretion and in such format that we deem appropriate. You agree that your use of such data (including where applicable any caller ID information) will be in full compliance with all applicable laws and regulations, including without limitation the Data Protection Act 1998;
  4. you will not acquire any rights, including any goodwill, in the Call Counter  Number. However we will not release the Call Counter Number to any third party until the end of the Minimum Period;
  5. you will include the Call Counter Number in the Advertisement nominated on the Advertisement Order and you agree that you will not make use of, nor promote the Call Counter Number in any other publication, in any other media (whether or not owned by us), or on your own stationary, or on vehicles or other property, nor transfer its use to third parties;
  6. we are under no obligation, and do not guarantee that we will continue, to provide the Call Counter Number to you for any Advertisement on any subsequent renewal of the Contract; and,
  7. we confirm that we will perform no more test calls than are reasonably necessary to check the operating status of any Call Counter Number, and furthermore that such calls will be disregarded for the purposes of any statistics showing the relative popularity of the Call Counter Number.

7.3.5 Our liability under or in connection with the provision of the Call Counter Number, no matter how it may arise, shall not, in respect of each Advertisement, exceed the price of the relevant Advertisement.

7.3.6 Allocation of Call Counter Numbers is subject to availability and our eligibility criteria and if we are unable to allocate Call Counter Numbers to you in accordance with these Conditions, the Advertisements will be published with the fixed line telephone number set out in the Advertisement Order.

7.3.7 Our Call Counter Service is provided to you, free of charge for the purpose of monitoring the effectiveness of the Advertisement. Accordingly, subject to the Minimum Period, Call Counter Number will be withdrawn and re-allocated should you withdraw or be withdrawn from the Call Counter Service for any reason, or should the Advertisements not be renewed.

7.3.8 We reserve the right to allocate different Call Counter Numbers to those set out in an Advertisement Order prior to publication of the relevant Directory in the event of an operational issue arising such that it is necessary to allocate different Call Counter Numbers. Subject to Condition 7.3.1, we reserve the right to terminate a Call Counter Service at any time and for any reason.

7.3.9 Only the Call Counter Number(s), fax and mobile numbers may be used in the Advertisement nominated for Call Counter Services.

7.3.10 We may set up a divert message service for Call Counter Number(s) if an operational issue arises after publication of the relevant Yellow Pages Directory.

7.3.11 We may agree to provide you with a Call Counter Number with a different geographic area code to the one in which you are primarily located. Where we agree to provide you with such a number:

  1. you confirm that you require a telephone number with the relevant geographic area code;
  2. you confirm that you have read and understood our Call Counter Out of Area Guidance; and
  3. you acknowledge that it is your sole responsibility to ensure that your end customers are not misled and we shall have no liability in respect of your use of such a Call Counter Number.

7.3.12 We may, at our sole discretion, agree to provide you with a call recording facility in conjunction with your Call Counter Number. Where we agree to do so this provision will be made to you in accordance with and subject to our Call Recording Product Rules. These shall then form part of our Contract with you as if part of these Conditions (save that, in the event of a conflict between these Conditions and our Call Recording Product Rules, the provisions of our Call Recording Product Rules shall prevail to the extent necessary to resolve such conflict).

7.4 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.

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 of the following 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):

  1. loss of revenue;
  2. loss of actual or anticipated profits (including for loss of profits on contracts);
  3. loss of anticipated savings;
  4. loss of business;
  5. loss of opportunity;
  6. loss of goodwill;
  7. loss of reputation;
  8. loss of, damage to, or corruption of data or software;
  9. wasted expenditure; or
  10. any indirect or consequential loss or damage (including, for the avoidance of doubt, where such loss or damage is of the type specified in Conditions 8.2 (a) to 8.2 (i)).

8.3 Save as provided in Condition 8.1, our entire liability under any Contract shall not exceed the total charges paid by you under that Contract for the Service that is the subject of the claim.

8.4 Except as set out in Condition 8.1 above, and subject to Condition 4.1.4, 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. If we make a serious error or omission (which we shall determine, at our sole discretion), we may, in addition to giving a refund, publish or arrange the publication of a similar correct Advertisement free of charge in the next edition of the Directory concerned.

8.5 If a third party disputes your right to use Artwork in accordance with the licences at Condition 6.2 (a), we shall either produce or arrange the production of replacement Artwork for your future use or, if you choose, refund to you any payments made pursuant to the Contract in respect of the Artwork unless we produced the Artwork according to your direction or from references supplied by you, in which case, we will have no liability to you.

9. Proofing

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 Content details provided by you and such publication will be taken to satisfy our obligations.

10. Layout of Advertisement and Directories

10.1 Our policy in relation to position of an Advertisement within a Classification is available via our Advertising Policies. We may change our Policy from time to time and at any time in our sole discretion and without notice. 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 at the contracted price 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. Indemnity

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:

  1. you have and will continue to have the authority to enter into the Contract and to perform your obligations in accordance with it;
  2. you are acting and shall act in a business capacity on behalf of a business and not as an individual or as a consumer;
  3. the Contract is entered into and shall be operated solely for legitimate business purposes; and
  4. 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 intellectual property rights ("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, 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, by automated means including web 'spiders' or 'crawlers'. This grant shall apply notwithstanding any contrary terms and conditions which you may apply to such website from time to time. Your continued use of the Services shall constitute a waiver of any applicable contrary terms and conditions and any other rights you may have, contractual or otherwise, to restrict the rights granted to us under this Condition 12.

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.

12.4 You hereby consent to:

  1. disclosure as provided for in Condition 12.3; and
  2. the use and retention of such materials for our internal processes in the business of publishing Directories, monitoring advertising content from time to time and providing information services to third parties via such of our products and services as we make available from time to time in addition to Directories.

12.5 You grant to us, our agents and service providers, a worldwide, irrevocable, royalty free, fully paid up, transferable, sub-licensable, non-exclusive licence to copy, reproduce, use, communicate to the public, publish, distribute, transmit, stream, download, adapt, modify, and reformat all such IPRs and Content for the purposes of:

  1. providing the Services to you;
  2. displaying Advertisements (whether in whole or in part) by any means, and across any media whether known or invented after the date of the Contract on products, services and information provided by us which may include the display of your Content and IPRs on third party platforms to which we syndicate or otherwise distribute Advertisements; and
  3. marketing, research and promotional activities.

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 Artwork) shall unconditionally vest in us and remain our property.

14. Free Listing

14.1 At our absolute discretion, we may offer businesses, a Free Listing of that business's choice within the available Name Finder A-Z business listing part of the Directory appropriate to the address at which that business operates, or within the Classification relevant to the trade or profession described in the heading used for that Classification of the Directory. The Free Listing may be offered to you but the provision of a Free Listing is not made pursuant to a Contract or any other agreement.

15. Price of Directories

15.1 Subject to these Conditions:

  1. 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; and
  2. At least one hundred copies of each Directory edition will be made available at the price of £15 per copy excluding post and packing.

16. Renewal or Extension of Contract

16.1 By entering into any Contract with us for the Services set out in an Advertisement Order (as distinct from Advertisements which are made available to you on a monthly rolling basis) you agree to enter into a contract for advertising of an entry in THE NEXT AND FOLLOWING issue or version of the relevant Directory unless you opt out, provided:

  1. the form, content and distribution of the later relevant Directory is either materially the same as, or an improvement upon, the form content and distribution of the immediately preceding Directory;
  2. the form and content of the entry is materially the same as the form and content of the entry in the immediately preceding Directory; and
  3. a notice in writing together with the details of your order have been sent to you by us before the Final Amendment Date of that RESPECTIVE later issue or version of the relevant Directory and you have not written to us withdrawing your agreement to the renewal or extension of the earlier Contract within forty-five (45) days of receipt of that notice.

16.2 The cost of your renewed or extended advertising will be indicated in the notice of renewal or extension sent to you. The proposed publication date of the Directory concerned and the relevant Final Amendment Date will also be indicated in the notice of renewal or extension.

16.3 In the event that you opt out the following issue or version of the relevant Directory and you subsequently wish to advertise with us a new Contract on a new Advertisement Order will be required.

17. Force Majeure

17.1 We shall not be liable in respect of any breach of any Contract due to any cause beyond our reasonable control.

18. Notices

18.1 Any notice or other communication required to be given or served for the purposes of a Contract except where otherwise provided shall be in writing and shall be taken to have been duly given and served if sent by post or delivered by hand.

18.2 Your address for service shall be the address shown as such on the Advertisement Order or an address notified to us by you as an address to which bills may be sent or your usual or last known place of abode or business or, if you are a limited company, your last known registered office.

18.3 Our address for service shall be Customer Services, One Reading Central, Forbury Road, Reading, Berkshire, England, RG1 3YL or such other address as may be notified to you.

19. Rights of Third Parties

19.1 A person who is not a party to a Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

20. Unsolicited Goods and Services Act 1971

20.1 Any Advertisement Orders that require the inclusion of your Advertisement or other details in a database may constitute an entry in a directory within the meaning of Section 3 of the Unsolicited Goods and Services Act 1971. An Advertisement Order completed and submitted by you shall be construed as the note of agreement required by Section 3 of that Act.

21. Ethical Standards

21.1 You shall, and shall make sure that your officers, employees, agents and service providers shall: (a) at all times comply with all anti-corruption laws applicable to you, including, without limitation the Bribery Act 2010; and (b) not, directly or indirectly offer, promise or give (or agree to offer, promise or give) any financial or other advantage with respect to any matters which are the subject of the Contract and/or to obtain any benefit for Yell which would violate any anti-corruption laws applicable to you or Yell.

21.2 If you become aware of any breach or suspected breach of this clause 21, you must notify us promptly. We may immediately suspend operation of the Contract on written notice, pending investigation. You must assist us in any such investigation.

21.3 If, in our reasonable opinion, you have breached this clause 21: (a) we may immediately terminate the Contract by giving you written notice; and (b) you shall indemnify us and hold us harmless on demand against any and all claims, demands, actions, proceedings, awards, compensation costs (including legal costs and disbursements on a full indemnity basis), expenses, damages, losses, fines, fees, costs and other liabilities of whatsoever nature brought against us arising out of or in connection with such breach.

22. General

22.1 You shall not assign or otherwise dispose of all or any of your rights or obligations under any Contract without obtaining our prior written consent. We may assign the Contract to any third party, in full or part, at our sole discretion; we will notify you in writing if this occurs.

22.2 Failure of either party to assert its rights in relation to any breach of any Contract shall not constitute a waiver of such rights, nor will any such waiver be implied.

22.3 Each provision of these Conditions shall be read separately and shall be severable from these Conditions. If any provision of these Conditions (or portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Conditions will not be affected.

22.4 We may disclose to third parties any address at which you conduct business and which is known to us, whether or not the same is published in Advertisements. You consent to such disclosure.

22.5 At our sole discretion we may accept requests to process Advertisement Orders by electronic means and other technologies (whether now known or invented in future) provided always that you fully comply with our guidance and instructions applicable to those processes. Yell is neither liable to you, nor responsible for: (1) incomplete, lost, garbled, or misdirected Advertisement Orders; or (2) your failure to fully comply with guidance and instructions issued by us.

23. Applicable law and Jurisdiction

23.1 The Contract (and any disputes arising under it) 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.

Yellow Pages Directory & Bound Inserts Advertising Conditions - Updated on 23 February 2017