Package service conditions

PLEASE READ THE FOLLOWING NOTES AND CONDITIONS CAREFULLY AS THE CONDITIONS WILL FORM THE BASIS OF THE CONTRACT FOR PURCHASING OUR PACKAGE SERVICES.

1. Definitions

In these Conditions:

"Advertisement"

means the advertisements created in connection with Services;

"Advertisement Order"

means a document, web page or electronic communication which you complete and submit to us, under which you offer to purchase the Services from us;

"Charges"

means our charges for performing the Services;

"Component Service"

means each individual component of the Services, referred to in the Advertisement Order;

"Conditions"

means these contractual conditions;

"Confirmation of Order"

means a document or electronic communication that we issue to you to confirm acceptance or cancellation of your Advertisement Order;

"Effective Date"

means the date on which we commence the provision of the first Component Service to commence;

"Eligibility Criteria"

means the set of criteria (if any), as may be amended by us from time to time, that you must meet and continue to meet in order to be eligible to receive the Services;

"Online Account"

means the facility we provide to you via Yell Direct so you can manage your Advertisements, view your account information and important documents and make payments securely over the internet;

"Order Summary Screen"

means the electronic webpage on Yell Business that summarises the Services you have offered to buy and on which you agree to the charges for, and to be bound by the Advertising Conditions applicable to, the Services;

"Rate Card"

means the price list issued by us from time to time giving the prices of certain Advertisements and other details related to our products and services. The applicable Rate Card is available on Yell Direct, unless you buy a package using Yell Business, in which case the Rate Card shall be deemed to be the price set out on the Order Summary Screen;

"SEO Services"

means the web page creation and search engine optimisation service provided by us;

"Services"

means the services we agree to perform under a Contract;

"Termination Date"

means the date on which we cease to provide the last Component Service;

"us"

means Yell Limited, a company registered in England and Wales under number 04205228, whose registered office is at One Reading Central, Forbury Road, Reading, Berkshire, England, RG1 3YL; and "we" and "our" has a corresponding meaning;

"Yell Business"

means the internet based facility currently located at the URL www.advertising.yell.com, or any such other successor or replacement website, by and through which customers that have registered to use the facility may order and/or pay for products and services;

"Yell.com"

means the internet website currently located at the URL www.yell.com, which is owned and operated by us;

"Yell Direct"

means the internet based facility currently located at the URL www.yelldirect.com, or any such other successor or replacement website, 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;

"Yellow Pages 118 24 7"

means our telephone information service of that name;

"Yellow Pages Directory"

means the printed directory published by 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.

2. The Contract, Commencement and Duration

2.1 When you order Services from us, you enter into a Contract with us. The Contract is made up of:

1. these Conditions, including any applicable Eligibility Criteria;
2. the Rate Card(s) applicable to your package;
3. the terms and conditions applicable to the various Component Services that form part of the Services to be provided by us as part of your package, including (as applicable):
   These are:
   1. the New Media Advertising Conditions in relation to any Advertisement on Yell.com, SEO Services our netReach product, our video products and our Yellsites product;
   2. the Yellow Pages Directory and Bound Inserts Advertising Conditions in relation to any Advertisement in the Yellow Pages Directory; and
   3. the Advertising Conditions for Yellow Pages 118 24 7 in relation to your Advertisement on Yellow Pages 118 24 7;
4. the Confirmation of Order; and
5. the Advertisement Order.

2.2 In the case of conflict between any of these documents, priority shall be given in the order in which they appear above. The Contract applies to the exclusion of all other written or verbal representations. Except as expressly provided 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 authorised Yell policies or materials.

2.3 The Contract shall not be formed unless and until we send you a Confirmation of Order. Notwithstanding the relevant terms and conditions for each Component Service, once we send you a Confirmation of Order: (a) we will not be able to make alterations to your Advertisement type, classification or directory (if applicable) and (b) you will have no rights of cancellation for all or any parts of the Services.

2.4 Subject to the provisions of clause 5 below, the Contract will commence on the Effective Date and shall continue until the Termination Date.

2.5 Where you already have an SEO Web Page, your existing SEO Web Page will continue to be provided for at least the term of the Contract set out in clause 2.4 above and no additional SEO Web Page will be provided.

3. Yellsites and SEO Web Pages

3.1 If you have ordered a package that contains a Yellsites product, the Initial Payment (as referred to in the Yellsites Rate Card and Product Rules) shall form part of the package offering. The Monthly Charge (also referred to in the Yellsites Rate Card and Product Rules) shall not form part of the package but is instead an additional, mandatory, requirement for each Yellsite.

3.2 If you order a package that contains an SEO Web Page, we will not provide you with that SEO Web Page if you already have, or if you have ordered: (a) another SEO Web Page; or (b) a Yellsite.

4. Eligibility

4.1 Prior to formation of the Contract we shall be free to determine, at our absolute discretion, whether or not to offer to provide the Services to you.

4.2 Notwithstanding our absolute discretion set out in clause 4.1 above, you warrant that you comply with the Eligibility Criteria appropriate to the Services that you are ordering from us.

5. Payment

5.1 We will send you an invoice for the total Charges and (in the absence of any other specific arrangement between you and us in relation to payment for our provision of the Services) you must pay us the whole amount shown on demand.

5.2 Charges are in Pound Sterling (£) exclusive of VAT which, if payable, will be added to your invoice and which you must pay in addition.

5.3 Payment shall mean the receipt by us at our principal place of business (or elsewhere as we may direct) of cash, or the crediting to our bank account of a cheque or money transferred electronically or through the clearing bank's BACS system.

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

5.5 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 Online Account.

6. Termination

6.1 We may terminate all or part of the Services with immediate effect by giving written notice to you if:

1. you commit a material breach of any provision of the Contract, or a series of breaches of the Contract which when taken together amount to a material breach of the Contract, provided that in the case of a breach which is capable of remedy you fail to remedy the breach within fourteen (14) days of receiving a written request to do so;
2. you cease or threaten to cease to carry on the whole or any part of your business or you are unable to pay your debts as they fall due;
3. if you are a limited company, you convene a meeting of your creditors or a resolution is passed or proposed for your voluntary winding up or a petition for your compulsory winding up is presented or proposed; if you are a person, firm or a partnership, you, or any one of you, convene a meeting of your creditors or a resolution is passed or proposed for an individual voluntary arrangement for you or any one of you, or a petition for your, or any one of your, bankruptcy is presented or proposed;
4. an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for; by you or any one of you;
5. you undergo a change in control (other than as a result of reorganisation, amalgamation or reconstruction without insolvency);
6. 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; or
7. we suffer from any event or circumstance which is beyond our reasonable control or which it could not reasonably be expected to have taken into account at the date of the Contract, and which results in or causes our failure to perform any or all of our obligations under the Contract.

6.2 We may withdraw any package product, or any promotional offer related to a package product, at any time without notice. Where we do so, we will honour any Contract for that package product which has been formed prior to the date of the withdrawal.

6.3 Without prejudice to any other rights we may have including any rights set out in the relevant terms and conditions for each Component Service, we may terminate any or all of the Services or part thereof, at any time by providing you not less than fourteen (14) days notice of such termination. In the event of such termination, you will be entitled to a refund of that part of any Charges you have already paid to us and which relates to a period after the date that the Services or part thereof have terminated.

7. General

The Contract is made and shall be subject to the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

Updated on 8 December 2010

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