YOUR LOCAL PAGES LIMITED – TERMS AND CONDITIONS
YLPL- means Your Local Pages Limited (Company Registration No. 14222185) of The No1 Business Centre, 1 Alvin Street, Gloucester, GL1 3EJ – means the customer named in the Customer Order Form.
Project Plan- means the provision by YLPL of the services set out in the Customer Order Form.
Advert- means the advertisement that the Customer already owns or which YLPL will seek to acquire on behalf of the Customer as detailed in the Customer Order Form.
Project fee- means the total cost for YLPL to provide the services as detailed in the Project Plan and as agreed between the parties.
- SCOPE OF THE PROJECT
1.1 YLPL shall design, develop, and deliver the Advertisement Design / Website in accordance with the Project Plan. - CUSTOMER RESPONSIBILITIES
2.1 The Customer acknowledges that YLPL’s ability to provide the agreed services and complete the project in accordance with the Project Plan is dependent upon the full and timely cooperation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of any information and data the Customer provides to YLPL. Accordingly, the Customer shall provide YLPL with access to, and use of, all information, data and documentation reasonably required by YLPL for the performance by YLPL of its obligations under this agreement; and
2.2 The Customer shall be responsible for the accuracy and completeness of the content provided to YLPL by the Customer from time to time for incorporation in the Advertisement.
2.3 If the Customer has agreed to provide any Pictures, Logos, or Content from their side to YLPL, allowing YLPL to complete the artwork production then they must do so immediately from the date of signing this agreement. This can be done via email: [email protected]. If the client has not provided such information YLPL will attempt to contact them with the relevant information we hold on the Customer Order Form. If such information is still not forthcoming from the Customer and they fail to co-operate then YLPL will produce a design and send it across to the client to approve. - DEVELOPMENT AND ACCEPTANCE OF ADVERTISEMENT
3.1 Once YLPL has completed the design and development of the Advertisement / Website in accordance with the Project Plan, YLPL shall notify the Customer in writing either via email, artwork approval form or WhatsApp.
3.2 If the Customer is not satisfied with the Advertisement or Website, it must notify YLPL within 7 days of receiving confirmation from YLPL that the Advertisement or Website is complete. We will then work alongside the client to alter the advert or website so that both parties then agree to an end approval. If the Company/ Customer does not notify YLPL of any dissatisfaction within this timeframe, the Company/ Customer will be deemed to have accepted the Advertisement or Website as complete and to its approval.
3.3 If the Customer is not satisfied with the Advertisement or Website and notifies YLPL of this within 7 days of receiving the work, we will work to change the design or advert/website within a given time frame of 7 days the client is in agreeance with the design and approval. If at this point the client tries to cancel the project plan this will not be able to be done. The client can only cancel as stated in Clause 11. Cancellation of this Agreement. This client/company agreement was explained at the time of entering into this legally binding agreement as space is allocated to businesses, which allows ‘US’ (The Company) YLPL to plan and assign adequate time and hire a project co-ordinator to complete this project plan which still costs (US) the company.
3.4 If any failure to complete the Advertisement or Website results from a defect which is caused by an act or omission of the Customer, or by one of the Customer’s sub-contractors or agents for whom YLPL has no responsibility (Non-Supplier Defect), the Advertisement or Website shall be deemed to be complete once notification has been given by YLPL in writing. YLPL shall aid reasonably requested by the Customer in remedying any Non-Supplier Defect by supplying additional services or products. The Customer shall pay YLPL in full for all such additional services and products at a fee to be agreed separately with YLPL.
3.5 Notwithstanding clauses 3.1 and 3.2 above Acceptance of the Advertisement or Website shall be deemed to have taken place upon the Customer using any part of the Advert for any revenue-earning purposes or to provide any services to third parties other than for test purposes.
3.6 With the Customer/Company requesting YLPL to carry out marketing work on their business’s behalf, by placing an advert with YLPL we do not guarantee any form of business or revenue from advertising with YLPL, to this the Customer/ Company is fully aware of. We will only produce and promote the business, using our analytics and website reach. - PAYMENT
4.1 YLPL will commence work on the Project in accordance with the Customer Order Form. If the customer provides a deposit, it will cover YLPL’s administration costs of any preliminary works and therefore is non-refundable under any circumstances, even if the Company / Customer cancels within the cancellation period.
4.2 YLPL will require payment of any outstanding balance within 7 days of completion of the Project unless otherwise agreed in writing with YLPL. The advertisement as an E-Copy/ Listing will run for 4 months from the date of initially going LIVE on our E-Copy website. Payment agreed on the signed Customer Order Form can be spread over a maximum of 18 months. The Payment plan will be agreed with the company/ customer at the time of signing the Customer Order Form. (Note) although payments are spread over some time, your advert will only run for 4 months from the date of going LIVE and then will be removed from our E-Directory, without prior notice.
4.3 If the Customer terminates this agreement before the Advertisement or Website is complete, after the 14 days of signing this agreement YLPL will be entitled to charge the full Project Fee. The Customer acknowledges that YLPL has invested considerable time and effort in developing and creating the Advertisement or Website and therefore YLPL’s demand for payment in full is reasonable.
4.4 If the Customer / Company defaults in not making payment for all monies owed and due in accordance with the binding contract, then YLPL can issue legal action against both the Company and Customer.
4.5 If YLPL is unable to collect payment from the company then the Customer signing the agreement personally guarantees the payment of all sums due and owing to YLPL in accordance with this agreement, therefore legal action can / will be filed against the signee of this legally binding agreement known as Customer Order Form.
4.6 If the Customer is in breach of contract for non-payment of any fees (whether interim or final) due under the terms of the agreement then the whole amount due under this agreement will become payable immediately and the Customer will forfeit the benefit of paying by instalments, if so agreed.
In such circumstances:
i) The customer will be responsible for all associated recovery costs incurred because of the breach, including, but not limited to legal fees, debt recovery costs, agency fees, expert fees, bailiffs’ fees, court fees and any administrative fees (subject to a minimum of £150) incurred; and
ii) the Customer will also be liable for interest on any outstanding amount from the date of the breach of contract to the date payment is received (whether before or after judgment) at a rate of 2 % per month (compounded); and
iii) YLPL will immediately cease to carry out any further work on behalf of the Customer until full payment of all outstanding sums has been received.
iv) YLPL reserves their position to suspend and/or remove the Advertisement until full payment of all outstanding sums has been received.
4.7 If payment is made by credit or debit card to YLPL, an additional surcharge fee equivalent to 2.0% of the amount paid by debit or with a credit card may be payable by the Customer, this is at YLPL’s discretion.
4.8 If the Customer has opted to pay by credit card or by standing order, the Instruction on their Credit Card Agreement will remain in force on a rolling annual basis until it is cancelled. Any changes to their annual fee will apply to all purchases after the date on which the fee becomes due. By entering this arrangement, the Customer accepts that the payments are due and correct.
4.9 In the event of the Customer changing its Credit Card account details/ Bank Account details/ Correspondence address, the Customer must inform YLPL immediately in writing, to prevent failure of any post-payment requests. This can be done by post to our registered address or email: [email protected] - WARRANTIES
5.1 The Customer warrants to YLPL that it has full power and authority to enter and perform this agreement.
5.2 YLPL shall perform its obligations under this agreement with reasonable care and skill.
5.3 This agreement sets out the full extent of YLPL’s obligations and liabilities to the Customer. All conditions, warranties or other terms concerning the services which might otherwise be implied in this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
5.4 The Customer acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement, and any conditions warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law. - LIMITATION OF REMEDIES AND LIABILITY
6.1 YLPL shall not be liable to the Customer for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill, or business opportunity, or any indirect or consequential loss or damage.
6.2 YLPL’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total price paid by the Customer.
6.3 YLPL is not liable for loss, damage or corruption to files or information stored on its servers or the Customer’s servers or computers relating to a customer’s advertisement or website. The Customer is solely responsible for any information or files relating to its Advert or Site. - INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in the Site, but excluding the content provided to YLPL by the Customer from time to time for incorporation in the Site, arising in connection with this agreement shall be the property of YLPL, and YLPL hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights to operate the Site.
7.2 The Customer shall indemnify YLPL against all damages, losses and expenses arising because of any action or claim that any content provided to YLPL by the Customer from time to time for incorporation in the Site infringes the Intellectual Property Rights of a third party.
7.3 Where images used on the Advertisement have been purchased or supplied by YLPL on behalf of the Customer, these images are strictly for use on the Advertisement only. YLPL are not liable for misuse of these images by the Customer or any other persons copying, altering, or distributing the images to individuals or any other organizations any pictures or images supplied by the Customer for use by YLPL must have the permission of the copyright holder in place and the Customer accepts all responsibility for this. - ADVERTISEMENT CONTENT
8.1 YLPL owns all designs and layouts of the Advertisement until payment has been received in full. Once payment in full is received, the Customer will then own the design and layout of the Advertisement. Images will have been purchased or supplied by YLPL for the Customer unless the images have been supplied by the Customer.
8.2 The Customer shall ensure that any content provided to YLPL by the Customer from time to time for incorporation in the Advertisement does not infringe any applicable laws, regulations, or third-party rights (including material, which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third-party Intellectual Property Rights) (Inappropriate Content).
8.3 YLPL shall include only the content provided to YLPL by the Customer from time to time for incorporation in the Advertisement in the E-Directory or Website. The Customer acknowledges that YLPL has no control over any content placed in the E-Copy Directory or Website by a visitor to the E-Directory or Website and does not purport to monitor the content of the E-Directory or Website. YLPL reserves the right to remove content from the E-Directory or Website where it reasonably suspects such content is Inappropriate Content. YLPL shall notify the Customer promptly if it becomes aware of any allegation that any content within the Directory or Website may be Inappropriate Content.
8.4 The Customer shall indemnify YLPL against all damages, losses and expenses arising because of any action or claim that the content provided to YLPL by the Customer from time to time for incorporation in the E-Directory or Website constitutes Inappropriate Content.
8.5 YLPL has no control of or responsibility for, the contact of the customer site. In no way does the textual or image-based Content of the customer site constitute YLPL’s endorsement, or approval of the Website / Directory or the material contained within the E-Directory or Website. YLPL has not verified any of the materials, images or information contained within the Customer’s Advertisement and is not reasonable for the content or performance of these Adverts or for the Customer’s transactions with them. YLPL provides links or references to the Customer’s Advert solely for the convenience of prospective customers and intends that the links it provides be current and accurate but does not guarantee or warrant that such links will always point to the intended Customer Advertisement.
8.6 YLPL may include the statement “Your Local Pages Limited” “Your Local Pages Ltd or “Designed by www.yourlocal-pages.co.uk ” on the E-Directory or Website. - TERM AND TERMINATION
9.1 YLPL will provide the Customer with an expected completion date for the project (E-Directory or website to go LIVE) if requested. YLPL will endeavour to meet any given deadline, but does not guarantee and is not bound in any way to complete the Project by this date. Any expected completion date provided by or on behalf of YLPL is purely an estimate.
9.2 On termination of this agreement by either party, all licences granted by YLPL under this agreement shall terminate immediately.
9.3 On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
9.4 An administrative fee of £100 will be payable by the Customer to YLPL for the transfer of any designs during or at the determination (howsoever arising) of this agreement. - FORCE MAJEURE
10.1 The definition in this clause applies to this agreement.
10.2 Force Majeure Event: any event arising that is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, viruses, medical outbreak or pandemic, civil riot, or war).
10.3 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event. - CANCELLATION OF THIS AGREEMENT
11.1 A cancellation given under this agreement by YLPL to the customer shall be in writing and shall be sent for the attention of the person, and to the known address, the e-mail address given by the Customer in writing to YLPL, this information is on our website www.yourlocal-pages.co.uk and the front of the Customer Order Form to which a carbon copy of the agreement is left with you (the Company/ Customer) on the date of agreeing.
11.2 Any cancellation given under this agreement by the Customer to YLPL shall be in writing and shall be sent to the registered address of YLPL via recorded post, or e-mail address given by YLPL in writing by the Customer. If the Customer wishes to terminate this contract then it will ONLY BE DEEMED CANCELLED if the Customer notifies YLPL in writing within 14 days of signing the legally binding contract, this can either be sent via recorded post were proof of recorded postage receipt will also be required if requested to the registered address or via email to [email protected].
11.3 A cancellation is deemed to have been received:
(a) in the case of e-mail, at the time of transmission, provided a confirmatory copy is sent by first-class recorded pre-paid post or by personal delivery before the end of the next Business Day; or
(b) in the case of pre-paid first-class post, recorded delivery or registered post, 48 hours from the date of posting; or
(c) if deemed receipt not within business hours (meaning 9.30 am to 4.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt. - ENTIRE AGREEMENT
12.1 This agreement shall constitute the entire agreement and understanding between the parties concerning all matters which are referred to and shall supersede any previous agreement(s) between the parties about the matters referred to in this agreement. - THIRD PARTY RIGHTS
13.1 This agreement is made for the benefit of the parties to it and is not intended to benefit or be enforceable by, any other person. - VARIATION AND WAIVER
14.1 A variation of this agreement shall be in writing and signed by or on behalf of both parties to this agreement.
14.2 A waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
14.3 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law. - SEVERANCE
15.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force.
15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. - GOVERNING LAW AND JURISDICTION
16.1 This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed per the law of England.
16.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement. - RENEWING OF YOUR ADVERTISING AGREEMENT
17.1 To simplify our processes and make it easier for you, we may use our automatic renewal process for your advertising. This means that we will not ask you to complete new paperwork to renew. As an existing customer the process can be expedited, and we will send you written confirmation of automatic renewal before cutting off month of November on an annual basis.
17.2 If you do not wish for your advertising to be renewed then upon receipt of the renewal letter or email you must respond within 7 days confirming cancellation of renewal. For this to be actioned you will need to send this request either via email to [email protected] or recorded post to our registered office address. Failure of notification will result in your advert being printed in accordance with the same Terms and Conditions of your existing Customer Order Form. - MERCHANT REGISTRATION
18.1 Your Local Pages Limited country of Merchant domicile is the United Kingdom.