"Advertisements" means any advertisements created in connection with Services as more specifically set out in the relevant Service Specification;

"Amendment" means a change to the content or attributes of an Advertisement;

"Business Days" means a day other than Saturday or Sunday, or a day which is generally recognised as a public holiday in the Territory;

"Business Hours" means 9:00am to 5:30pm on each Business Day;

"Call Counter Geo™ Service" means the service provided to you to monitor the effectiveness of the Advertisements, as such service may be modified or enhanced by us from time to time, in our reasonable discretion;

"Certificate" means a Domain Name registration certificate issued by a Registry;

"Charges" means our charges for performing the Service;

"Conditions" means these terms and conditions;

"Confirmation of Order" means the email or other correspondance that we issue to you to confirm acceptance or cancellation of your Order;

"Content" means all content, including without limitation all of the text, graphics, images, logos, photographs, layout, design, shading, colouration, animation, characterisation, audio, video and audio-visual material constituting or intended to be in an Advertisement;

"Contract" has the meaning set out in Condition 2.1;

"Created Material" means any material or item created or provided by us to you as part of the provision of the Services, including by way of example and not limitation the Content or HTML code for, or the screen designs of, an Advertisement, if any;

"Database" means an electronic database in which details relating to you, Advertisements or all or part of the Created Material may be stored for the purposes of our providing the Services;

"Domain Name" means an internet domain name as may be registered through a Registry;

"Financial Services Regulatory Regime" means the regime (regulated by the Financial Services 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;

"IPRs" means: (i) all copyrights, patents, rights in trade marks, design rights, database rights, rights in know-how, trade secrets, rights in confidential information (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of these rights; (iii) and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

"Malware" means any software designed to infiltrate or damage a computer system, without the owner's informed consent, including but not limited to "trojans", "worms", "logic bombs" and "cancelbots" as the same may be generally understood within the computing industry from time to time and any other malicious and unwanted software;

"Minimum Term" means the minimum duration that applies to the provision of any Service (if specified in the relevant Service Specification);

"Order" means the order for one or more of the Services which you complete through one of our sales agents or online through our website;

"Party" means either: (i) us; or (ii) you (together the "Parties");

"Register" means any one of the Domain Name registers, operated and maintained by a Registry, comprising a Domain Name and registrant data;

"Registry" means any of the Domain Name registries or registrars operating under the ICANN protocols;

"Service" a service available under these Conditions and ordered by you, more detail for which is as set out in the relevant Service Specifications;

"Service Period" means the period of service provision set out in the relevant Service Specification;

"Service Specification" means a specification which sets out the details of a Service which is available to you pursuant to these Conditions;

"Supplier" means a third party supplier with which we may contract in relation to the provision of any Services including, for example, a search engine or a third party advertiser or publisher;

"Target" means any keyword, negative keyword, category and/or other targeting mechanism;

"Territory" means the United Kingdom of Great Britain and Northern Ireland;

"Yell Direct" means the internet based facility currently located at www.yelldirect.com, or such other successor or replacement website; and

"Yell Group" means all of Yell Limited, each of its subsidiaries, its holding company and any subsidiaries of such holding company as defined in section 1159 of the Companies Act 2006.

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:

2.1.1 these Conditions;

2.1.2 the relevant Service Specifications for the Services you order; and

2.1.3 the Confirmation of Order (together the "Contract").

If you later choose to order additional Services, you enter into a separate Contract in respect of those Services. Your Contract is with us and not with any Supplier.

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 the date we send you a Confirmation of Order. Once the Contract has commenced you still have a cancellation right under Condition 2.4.

2.4 You will have a period of 7 days from the date of the Confirmation of Order to check the full terms and details of this Contract. If you decide that you no longer want to receive one or more of the Services, then you must notify us during this 7 day period of which Service or Services you no longer wish to receive by telephoning our Customer Services Team during Business Hours on 0800 777 485. You will not have the option to cancel or change the Contract after this date other than in accordance with these Conditions.

3. Our Responsibilities

3.1 Subject to these Conditions, we shall provide or arrange the provision of the Services using the reasonable skill and care of a competent provider of services the same as or similar to the Services.

4. Your Responsibilities

4.1 Subject to these Conditions, you shall:

4.1.1 supply us with:

4.1.1.1 an accurate and valid business name; and

4.1.1.2 a valid business address;

4.1.2 pay our Charges for the Services in accordance with Condition 8;

4.1.3 send to us any Content that we require from you in a suitable format as specified by us;

4.1.4 ensure that all Content provided to us by you is legal, decent, honest and truthful, and complies with: (i) The British Code of Advertising, Sales Promotion and Direct Marketing; (ii) 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, PhonePayPlus, or the Advertising Standards Authority; and (iii) our advertisement policies, which are available on Yell Direct or which can be obtained from our sales representative;

4.1.5 ensure that all Content provided to us complies in all respects with the provisions of all statutes and statutory instruments applicable to any Advertisement intended for display on a Service, including (without limitation) the Consumer Protection from Unfair Trading Regulations 2008, the Business Protection from Misleading Marketing Regulations 2008, 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;

4.1.6 ensure that all electronic files that you may provide have been produced using properly licensed software and are free from Malware; and

4.1.7 comply with our Advertising Policy.

4.2 You grant to us and Suppliers the right to fully access, copy, store, compile, recompile and index any and all content or websites used by you 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 4.2.

4.3 FINANCIAL PROMOTIONS AND CONSUMER CREDIT

4.3.1 If your activities, conduct, advertising or promotion fall within the Financial Services Regulatory Regime, you must;

4.3.1.1 complete and sign a Credit and Financial Services Advertising Customer Declaration ("CFSA Customer Declaration"), which is available from our sales representative; and

4.3.1.2 fully comply with the additional terms and conditions on the CFSA Customer Declaration.

4.3.2 You hereby agree, undertake and warrant that if you place an Order or otherwise request the display of any Content which in either case consists of or includes a financial promotion (other than a financial promotion to which an exemption under the FSMA (Financial Promotion) Order 2005 applies), you will ensure that prior to first display of the relevant Advertisement, the Content you have provided in respect of each such Advertisement will have been approved in writing for the purposes of s21 of FSMA by a person authorised by the Financial Services Authority.

4.3.3 If you place an Order or otherwise request the display of any Content which consists of or includes anything within the Financial Services Regulatory Regime, within seven days of a request from us, you must provide or arrange the provision of:

4.3.3.1 proof that you are authorised by the Financial Services Authority or that you are an appointed representative as indicated in the CSFA Customer Declaration: and

4.3.3.2 a certified copy of the authorised person's written approval as required by Condition 4.3.2; or

4.3.3.3 an explanation of the applicable exemption or other reason why s21(1) of FSMA does not apply.

We may make such a request any time after submission of your Order, until 24 months after the date on which your Advertisement was first displayed.

4.3.4 You hereby agree, undertake and warrant that if you place an Order or otherwise request display of any Content which consists of or includes content governed by the Consumer Credit (Advertisements) Regulations 2004 ("CCAR"):

4.3.4.1 you hold any credit licence as may be required pursuant to the Consumer Credit Act 1974;

4.3.4.2 the final Content you have requested us to display complies in each and every respect with the CCAR, and any amendments, re-enactments or substitutions in force as at the proposed date that the Advertisement is to be first displayed has been certified as compliant and suitable for display by a person of appropriate expertise; and

4.3.4.3 any Annual Percentage Rate ("APR"), including any typical APR, in the Content: (i) has been calculated, as at the commencement date of the publication period set out in the CFSA Customer Declaration, in accordance with the provisions of the CCAR and any amendments, re-enactments or substitutions in force; and (ii) has been certified as correct and suitable for use via our Service in writing by a person of appropriate expertise such as your auditor, compliance officer or chartered accountant.

4.3.4.4 you will notify us immediately if you become aware of any event or matter occurring after the date the signed CFSA Customer Declaration is submitted to us which causes, or could cause, the display of any Content or any part of the Content in an Advertisement to constitute an offence under s46(1) and/or s47(1) of the Consumer Credit Act 1974.

4.3.5 Further if you place an Order or otherwise request publication of any Content which consists of or includes content governed by the CCAR, within seven days of a request from us, you will provide or arrange the provision of:

4.3.5.1 proof that you are licensed by the Office of Fair Trading in accordance with Condition 4.3.4.1;

4.3.5.2 a certified copy of the certificate of compliance in accordance with Condition 4.3.4.2; and/or

4.3.5.3 a certified copy of the calculations carried out in accordance with Condition 4.3.4.3(i) and the written certification in accordance with Condition 4.3.4.3(ii).

We may make such a request any time after submission of your Order, until 24 months after the date on which your Advertisement was first displayed.

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

4.3.6.1 we consider that any Content you have provided is contrary to or infringes the terms of any law or the right 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;

4.3.6.2 you have failed to provide any information or document requested under Condition 4.3.3 and/or Condition 4.3.5; and/or

4.3.6.3 you have notified us that the display of any Content submitted with a CFSA Customer Declaration may constitute an offence under s46(1) and/or s47(1) of the Consumer Credit Act 1974 and you fail to provide suitably amended, and (where relevant) certified, Content within the time specified by us.

5. Call Counter Geo™ Number

5.1 The Services may include the provision of a telephone number ("Call Counter Geo Number"), for use exclusively in one or more Advertisements.

5.2 Call Counter Geo Numbers are not permitted to be used other than in the Advertisements. Persons calling the Call Counter Geo Number will be connected to you via your existing fixed line telephone number as nominated by you in your Order.

5.3 Where we provide a Call Counter Geo Number the following shall apply:

5.3.1 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 Geo Number to your fixed line;

5.3.2 we shall be entitled to access and view all call statistics relating to calls made to the Call Counter Geo Number and to use aggregated data for our own research and for inclusion in marketing, publicity and promotional material;

5.3.3 data shared with you relating to the Call Counter Geo Service will be disclosed at our sole discretion and in such format that we deem appropriate;

5.3.4 you will not acquire any rights, including any goodwill, in the Call Counter Geo Number. However, we will not release the Call Counter Geo Number to any third party until your Contract is cancelled;

5.3.5 the Call Counter Geo Number will be used in the Advertisement and you agree that you will not make use of, or promote the Call Counter Geo Number in any other publication, in any other media (whether or not owned by us), or on your own stationery, or on vehicles or other property, or transfer its use to third parties; and

5.3.6 we are under no obligation, and do not guarantee that we will continue, to provide the Call Counter Geo Number to you during the term of the Contract. If we cancel the Call Counter Geo Number during the term of the Contract, we will replace the number in your Advertisements with the fixed line telephone number set out in the Order.

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

5.5 Allocation of Call Counter Geo Numbers is subject to availability and eligibility, and if we are unable to allocate Call Counter Geo Numbers to you in accordance with these conditions, the Advertisements will be set live with the fixed line telephone number set out in the Order.

5.6 We reserve the right to allocate different Call Counter Geo Numbers to those set out in an Order in the event of an operational issue arising such that it is necessary to allocate different Call Counter Geo Numbers. We reserve the right to terminate a Call Counter Geo Service at any time for any reason.

5.7 Only the Call Counter Geo Numbers and a fax or mobile number may be used in the Advertisement.

5.8 We may set up a divert message service for Call Counter Geo Numbers if an operational issue arises.

6. Advertisements and Amendments

6.1 The nature of any Advertisement depends on the Services you have ordered. Details of the Advertisements which will be provided are set out in the Service Specification.

6.2 Amendments may only be made in the circumstances and as set out in the relevant Service Specification. In any event, we do not accept any liability or responsibility for failure to action a request for Amendment where such request is, in our reasonable opinion, garbled, indecipherable, unclear or has not been received by us.

6.3 Even where we create the Advertisement for you, your attention is drawn to your responsibilities under Condition 4 above. In addition, where you have provided us with a brief or instruction for the development of Created Material as part of a Service it is your obligation to ensure that the Advertisement incorporating the Created Material does not and will not during the term infringe, contravene or otherwise impair the rights of any third party. You are solely responsible for all your advertised services and products.

6.4 We reserve the right to delete any material from an Advertisement where we have reasonable grounds to believe that the owner or controller of such material or business 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.

6.5 You agree that we may include any trade mark or brand belonging to you and specified by you in the Order in the Advertisements.

6.6 You acknowledge that we cannot guarantee any specific positioning for Advertisements or any leads from or responses to such Advertisements. You acknowledge that our past performance is not indicative of any future results you may experience.

6.7 We may, where relevant, investigate your online activities, account and any Order that you place with us, for click-fraud or other such invalid click activity. You undertake to provide us with reasonable assistance in all such matters.

6.8 You grant us and Suppliers permission to utilise an automated software programme to retrieve and analyse websites associated with the Service to enable the evaluation of Advertisement quality and serving purposes.

6.9 We work with Suppliers to publish and make Advertisements available as part of the relevant Services ordered by you. In this respect you acknowledge that:

6.9.1 we may not be able to provide any Advertisement in certain circumstances where you do not meet the relevant criteria of a relevant Supplier;

6.9.2 we do not have any control or exercise influence over the Suppliers' own services;

6.9.3 the positioning of Advertisements may be at the sole discretion of the Supplier and we may have to make modifications to Advertisements where such modifications are required by the Supplier in order to fulfil the relevant service;

6.9.4 the same Target may be offered to more than one advertiser;

6.9.5 we shall have the right at any time to reject, or remove any Advertisement or Content for any or no reason. In addition, we may modify the size and/or format of Advertisements (i) to the extent reasonably required to comply with the technical specifications and/or policies related to any Supplier (including without limitation modifying image Advertisements in the manner set out in this Contract); and/or (ii) where you have authorised us to optimise campaign performance generally;

6.9.6 submission of the Advertisements to Suppliers can take time for inclusion; and

6.9.7 a Supplier's service may cease or change from time to time due to mergers, acquisitions, winding up or other similar events.

You understand that such events are beyond our control and agree that we will not have any liability to you for the impacts that these may have.

7. Domain Names

7.1 Where we provide a Domain Name for you as part of the Services we shall:

7.1.1 purchase the Domain Name with the relevant Registry;

7.1.2 pay to the Registry the appropriate registration fee and, if appropriate, any renewal fees;

7.1.3 allocate the Domain Name during the term of this Contract; and

7.1.4 arrange for the Registry to:

7.1.4.1 process the application for the registration of the Domain Name and consider whether to accept or reject it in accordance with the criteria laid down in the rules of that Registry in force at the time of the application; and

7.1.4.2 enter the Domain Name and other relevant details in the Register.

7.2 We make no representation that any of your preferred Domain Names are available or capable of being registered. Any action taken by you before notification by us that a Domain Name has been officially registered or before we have received a Certificate is at your own risk.

7.3 Upon written request, we may at our discretion agree to arrange for the renewal of the Domain Name subject to: (i) these Conditions; and (ii) the then current terms and conditions of the Registry in question.

7.4 You acknowledge that we will own the Domain Name.

7.5 We shall have no liability to you in respect of your use of the Domain Name and in particular for any conflict with third party trade marks, registered or unregistered, or any other rights. If any dispute between you and any third party arises, we may withhold, suspend or cancel the Domain Name registration. We may make representations to the relevant Registry but will not be obliged to take part in any such dispute.

7.6 You warrant and undertake that neither the registration of the Domain Name nor the manner in which the Domain Name is used infringes our rights or the rights of any third party. You agree that we may include any trade mark or brand specified by you in the Order belonging to you in the Domain Name during the term of this Contract and after its termination.

7.7 In respect of the application and registration of Domain Names, you will at all times and on demand fully indemnify us, the Registry and the Registry's officers and employees from and against any claim (including reasonable costs and expenses, however they may arise, incurred in defending or dealing with such claim) that the application or registration of the Domain Name or the manner in which the Domain Name is directly or indirectly used infringes the rights of any third party.

7.8 After the termination of this Contract, in addition to our rights to recover any monies owing to us, you acknowledge that we may, without prior notice to you, surrender or cancel the Domain Name, retain the Domain Name for our own use, or transfer the Domain Name to a third party.

7.9 You acknowledge and agree that in accordance with the relevant Registry's terms and conditions, Registries may cancel the registration or suspend the delegation of a Domain Name in exceptional circumstances by notice in writing to us. We will inform you of our receipt of any such notice. Exceptional circumstances include in particular, where to maintain the registration would put the Registry in conflict with statutory obligations or the terms of a court order or where the registration or use of the Domain Name conflicts with the Registry's rules in force from time to time. In the case of such cancellation or suspension, we will endeavour to procure a new suitable Domain Name for you in accordance with the provisions of this Condition 7.

8. Charges and Reporting

8.1 Charges shall be payable by you to us for the Services as set out in the relevant Service Specification.

8.2 In respect of each Service Period, an invoice and details of the Services provided to you during such Service Period will be available for you to view through Yell Direct.

8.3 Charges are expressed inclusive of VAT unless otherwise set out in the Service Specification.

9. Limitation of Liability

9.1 You acknowledge and agree that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such systems. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot therefore guarantee uninterrupted provision of the Services. We will take commercially reasonable steps to minimise any such periods of interruption or non-availability.

9.2 You acknowledge and agree that we make no warranty and give no representation of any kind in relation to third party data and we accept no responsibility or liability for inaccuracy in or arising out of third party data.

9.3 Nothing in the Contract shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation.

9.4 Save as provided in Condition 9.3, 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):

9.4.1 loss of revenue;

9.4.2 loss of actual or anticipated profits (including for loss of profits on contracts);

9.4.3 loss of anticipated savings;

9.4.4 loss of business;

9.4.5 loss of opportunity;

9.4.6 loss of goodwill;

9.4.7 loss of reputation;

9.4.8 loss of, damage to, or corruption of data or software;

9.4.9 wasted expenditure; or

9.4.10 any special, indirect or consequential loss or damage (including, for the avoidance of doubt, where such loss or damage is of the type specified in Conditions 9.4.1 to 9.4.9).

9.5 All conditions and warranties stated in the Contract shall replace all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying the Services which but for this Condition 9.6 have effect between us and you or would otherwise be implied into or incorporated into the Contract, whether by statute, common law or otherwise, all of which shall be excluded to the maximum extent permitted by law (including, without limitation, the implied conditions, or warranties).

9.6 Save as provided in Condition 9.3:

9.6.1 if we make an error in, or omission of or from an Advertisement (provided that such error or omission does not arise as a result of a failure by you to comply with your obligations under the Contract), we will seek to correct this as soon as reasonably practicable upon receipt of written notification and without charge to you. Further, we may reduce the Charges for such Service as is fair and reasonable having regard to the nature of the error or omission or extend the duration of the Contract without charge to you. Save as provided above, this represents the full extent of our liability to you in respect of errors in or omissions from Advertisements; and

9.6.2 in respect of liability not covered by Condition 9.6.1, the maximum extent of our liability to you, whether for any breach of contract, tort (including negligence), strict liability, or otherwise shall not exceed the Charges paid by you in the 12 months immediately preceding the date on which your cause of action arose.

9.7 Save as set out in the Contract, if we fail to comply with our obligations under the Contract as a result of an event outside of our reasonable control, we will have no liability to you as a result of such failure. We will promptly notify you as soon as reasonably practicable (and in any case, within fourteen (14) days) and we will take all reasonable steps to eliminate or mitigate the consequences of such an event, and where relevant, resume performance of our obligations affected by that event as soon as practicable.

10. Indemnities

10.1 You will at all times and on demand fully indemnify us and keep us fully indemnified from and 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 contract claims, threatened or made against us arising as a result of your non-compliance with any of your representations, warranties or obligations set out in the Contract, including without limitation any breach by us of any contract we have with a Supplier which results from any act or omission by you.

11. Changes to the Services

11.1 We are committed to the constant improvement of our products and services. Notwithstanding our right to suspend or terminate any or all of the Services in accordance with Conditions 12 and 13, we may modify any of the Services from time to time without prior notice but in so doing we will try not to diminish the value and utility of the Services to any material degree. If we consider, acting reasonably, that such modification is likely to have a serious detrimental effect on your financial position, we will notify you of such modification and you shall have the option to:

11.1.1 agree to the modification and continue to receive the relevant Service or Services; or

11.1.2 terminate the relevant Service and 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 Service has terminated.

11.2 We may from time to time amend these Conditions. Save where we are acting because of a legal requirement or a court order, the updated version of the Conditions will be made available on Yell Direct, together with their effective date. You agree to visit Yell Direct regularly to find out about any changes. If you do not agree with any legal change to these Conditions you may notify us in writing within fourteen (14) days of the date of the notice being posted on Yell Direct to terminate the Contract, and thereafter, we will give you a proportionate refund of the Charges for the remaining period.

12. Suspension of the Service

12.1 Without prejudice to any other rights we may have, we may suspend the Service in whole or part, without notice where we have a right to terminate the Contract in accordance with Condition 13 below or where the corresponding service provided by a Supplier is suspended.

12.2 Any period during which we may suspend one or more of the Services will continue until the circumstances giving rise to our right to suspend one or more of the Service ceases to exist or until the Contract is terminated in accordance with Condition 13.

12.3 In the event we take action under Condition 12.1, you will continue to be obliged to pay any Charges owing or that arise during the period when the relevant Service is suspended.

13. Term & Termination

13.1 This Contract shall commence on the date that you receive the Confirmation of Order and shall continue until terminated. This Contract may be terminated:

13.1.1 by us in respect of one or more of the Services with immediate effect at any time upon advance written notice to you;

13.1.2 by us if a Supplier terminates any account we have with them on your behalf;

13.1.3 by you, under Condition 2.4, 11.1.2 or 11.2;

13.1.4 by you after the expiry of any Minimum Term by telephoning our Customer Services Team during Business Hours on 0800 777 485 and requesting termination of this Contract (or part of it). Such termination will take effect at the end of the relevant Service Period or earlier if requested by you (although in such circumstance you will not be entitled to a refund of any Charges already paid in respect of the Service Period in which termination occurs). Termination will only be effective if made by you or an authorised signatory of your business; or

13.1.5 in relation to each of the Services, subject to any Minimum Period, at the end of each Service Period.

13.2 Where a Minimum Term applies to a Service you have ordered, subject always to your right of cancellation under Condition 2.4, you will not be able to terminate the Service during the Minimum Term.

13.3 In addition to the rights set out above, either party may terminate this Contract where the other party:

13.3.1 is in material breach of this Contract which is incapable of remedy;

13.3.2 is in material breach of this Contract where the breach is capable of remedy and it fails to cure such breach within fourteen (14) days after receiving notice of such breach; or

13.3.3 enters into an arrangement or composition with or for the benefit of its creditors generally, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business.

13.4 You may notify us in writing that you want us to permanently remove your Advertisement from the Service. We will endeavour to action this request as soon as is reasonably practical. You are not discharged from your obligations to pay the full amount of the Charges contracted for, notwithstanding the removal of an Advertisement.

14. Effect of Termination

14.1 Upon expiration or termination of this Contract for any reason: (i) the Services Specification sets out any specific Service-related consequences that will apply; and (ii) Conditions 1 (Definitions), 4 (Your Responsibilities), 6 (Advertisements and Amendments), 7 (Domain Names), 8 (Charges and Reporting), 9 (Limitation of Liability), 10 (Indemnities), 13 (Term & Termination), 14 (Effect of Termination), 16 (General Warranty and Grant of Rights), 17 (General) and 18 (Governing Law and Jurisdiction) shall survive.

14.2 Expiry or termination of this Contract, in part or in whole, shall not limit either Party from pursuing other remedies available to it, nor shall you be relieved of your obligation to pay all fees which have accrued or are otherwise owed under this Contract.

15. Service Levels and Contract Management

15.1 We shall as a minimum provide you the following levels of customer service:

15.1.1 phone support during Business Hours; and

15.1.2 respond to email queries within five (5) Business Days.

15.2 In the event of any issues, queries or complaints relating to the Advertisements, you should contact us directly for support and not a Supplier directly. We can be contacted by telephoning our Customer Services Team during Business Hours on 0800 777 485.

16. General Warranty and Grant of Rights

16.1 Without prejudice to your other rights and obligations, you represent, warrant and undertake throughout the term of the Contract that:

16.1.1 you have and will have the authority to enter into the Contract and to perform your obligations in accordance with it;

16.1.2 you are acting and shall act in a business capacity on behalf of your business and not as an individual or as a consumer;

16.1.3 the Contract is entered into and shall be operated solely for legitimate business activities; and

16.1.4 you have obtained and shall continue to hold all rights, permission and consents to enable us to use the Content (including any data or copyright works as referred to in Condition 4.2) and all IPRs in it, in accordance with these Conditions.

16.2 You grant to the Yell Group, its agents and service providers (including, to the extent necessary, Suppliers) throughout the term of the Contract a worldwide, irrevocable, royalty free, fully paid up, transferable, non-exclusive licence (and right to sublicense) to copy, reproduce, use, communicate to the public, publish, distribute, transmit, stream, download, adapt, modify and reformat all such IPRs and Content (including any data, copyright works and any other materials referred to in Condition 4.2) for the purposes of:

16.2.1 providing the Services to you;

16.2.2 displaying Advertisements (whether in whole or in part) by any means, and across any media whether now known or invented after the date of the Contract on products, services and information provided by Yell Group which may include the display of your Content and IPRs on third party properties and platforms to whom we syndicate or otherwise distribute Advertisements; and

16.2.3 marketing, research and promotional activities.

The rights hereby granted shall also include the right to link your Advertisement to, or present it in conjunction with, other material.

16.3 Where Content comprises in whole or in part material that has previously been published in other media such as, by way of example and not limitation, printed directories, you warrant that you have all rights, authority, licences and consents necessary to order the reproduction of that material in the media channel that is the subject of the Order.

16.4 We may:

16.4.1 disclose to such persons as we reasonably consider to be the owner of IPRs in Content provided by you, your intention to use such IPRs and you give your irrevocable consent to such disclosure;

16.4.2 ask you to provide us with suitable documentary evidence that will reasonably satisfy us of your entitlement to make use of IPRs, and to permit us to make use of IPRs on your behalf, and you agree to provide such evidence upon request.

16.5 Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs.

16.6 You acknowledge that we own all IPRs in the Database.

16.7 All IPRs in Created Material and any Domain Names we provide as part of the Services, shall be owned by us, whether or not the Created Material is derived or developed from material supplied as Content.

16.8 Ownership of the IPRs in Created Material and any Domain Names we provide as part of the Services does not pass on to you and you will not be entitled to use Created Material in any form or in any media unless otherwise provided in this Contract.

17. General

17.1 You shall not assign or otherwise dispose of all or any of your rights or obligations under the Contract without obtaining our prior written consent.

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

17.3 Each provision of these Conditions shall be construed 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 or impaired.

17.4 The headings of these Conditions are for convenience only.

17.5 Any communication to be given in connection with the matters contemplated by the Contract shall, except where expressly provided otherwise, be in writing and shall either be delivered by hand or sent by first class pre-paid recorded post. Delivery by courier shall be regarded as delivery by hand. Any notices served under the Contract shall be deemed to have been served as follows:

17.5.1 if personally delivered to the registered office of one of the parties, on delivery; and

17.5.2 if sent by first class pre-paid recorded post, 48 hours after the same was delivered to the postal authorities.

17.6 Each party agrees that in entering into the Contract it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Contract or not) other than as expressly set out in the Contract for which its sole remedy shall be for breach of contract under the terms of the Contract. Nothing in this Condition shall, however, operate to limit or exclude any liability for fraud.

17.7 A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. We contract in our own name, on our own behalf and for the benefit of all other members of Yell Group. Each member of Yell Group shall be entitled to enforce the terms of this Contract in its own right.

17.8 The Contract constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes all prior discussions, agreement or understanding between you and us.

17.9 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 displayed in Advertisements. You consent to such disclosure.

17.10 We are neither liable to you, nor responsible for: (i) incomplete, lost, garbled, or misdirected Orders; or (ii) your failure to fully comply with guidance and instructions issued by us.

18. Governing Law and Jurisdiction

18.1 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.

© Yell Limited, April 2009.