ADVERTISING TERMS & CONDITIONS
PLEASE READ THE FOLLOWING NOTES & CONDITIONS CAREFULLY AS THE CONDITIONS WILL FORM THE BASIS OF THE CONTRACT FOR ADVERTISING ON DATACENTRE.ME – PLEASE NOTE THAT THIS DOCUMENT REFERS TO SOME ITEMS WHICH ARE NOT YET AVAILABLE BUT MAY BE INTRODUCED AT A LATER DATE
These terms & conditions govern your use of DATACENTRE.ME. By using DATACENTRE.ME, you accept these terms & conditions in full. If you disagree with all or any part of these terms & conditions, you must not use DATACENTRE.ME.
You must be at least 18 years of age to use DATACENTRE.ME. By using DATACENTRE.ME and by agreeing to these terms & conditions you warrant and represent that you are at least 18 years of age.
“Advert / Advertisement” means the advertisements referred to on the Advert / Advertisement Order and any adverts / advertisement(s) – including banner ads – created in connection with Services;
“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 Service from us;
“Agreement” means the binding agreement between you and us comprising the Order, these Standard Conditions, the Acceptable Use Policy and any direct debit form (if applicable)
“Amendment” means a change to the Content of an Advertisement;
“Business Day” means any day other than Saturday or Sunday, or a day which is classed as a public holiday in England;
“Business Hours” means 9.00am to 5.00pm GMT on each Business Day;
“CCAR” means the Consumer Credit (Advertisements) Regulations 2004 or the Consumer Credit (Advertisements) Regulations 2010, as applicable;
“Certificate” means a Domain Name registration certificate issued by a Registry;
“Charges” means our charges for performing the Services;
Classified Search Listing
means a directory-style listing containing name of business and contact details which links to an information page for that business
“Click Through” means, for the purpose of this Contract, the action of following a hyperlink within a Free directory listing to another web site or another page or frame within that website;
“Conditions” means these contractual conditions;
“Confirmation of Order” means a document, web page or electronic communication that we issue to you to confirm acceptance or cancellation of your Advertisement Order;
“Content” means all content, including, without limitation, any and 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;
“Created Material” means any material or item created or provided by us for you as part of the provision of Services including, by way of example and not limitation, SEO Web Pages and the HTML code for, or the screen designs of, a web site;
“Database” means an electronic database in which details relating to you or Advertisements may be stored to enable us to provide the Services;
“DATACENTRE.ME” means the internet website currently located at the URL www.datacentre.me which is owned and operated by us;
“Domain Name” means an internet domain name as may be registered through a Registry;
“Effective Date” means the date on which the Services are first provided by us to you or made available to Users unless otherwise specified in the applicable Product Rules;
“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;
“Free directory listing” means an Advertisement displayed on DATACENTRE.ME as a result of the Free directory listing;
“IPRs / IPRs” means (a) 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); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of these rights; (c) and all other IPRs 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” the same may generally be understood within the computing industry from time to time and any other malicious and unwanted software;
“Minimum Period” means the minimum duration that applies to the provision of a Service which is set out in the Order
“Online Account” means the facility we provide to you via DATACENTRE.ME allowing you to manage your Advertisements, view your account information & important documents and make payments securely over the internet;
“Online Directory” means a classified database of business listings which can be searched by name or subject and location and is available on www.datacentre.me
“Order” means the document or electronic communication which you complete and submit to us confirming details of the Services you wish to purchase
“Order Summary Screen” is the electronic webpage on DATACENTRE.ME that summarises the Services that 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. When you buy Services through DATACENTRE.ME, the Order Summary Screen shall be deemed to constitute the Advertisement Order;
“Partner Sites” means third party websites to which we have agreed to provide either Classified Search Listings or Pay-Per-Click Advertising which websites will change from time to time
“Pay Per Click” means the Advertisement placed on the search results page for a specific keyword or keywords which you are charged a set price when users click on the Advertisement and are taken to DATACENTRE.ME;
“Pay per click advertising” means the Pay Per Click, bid-for position keyword advertising service provided by us to you for the purchase of certain Services for a flexible advertising period. This service is provided on a pre-pay basis only;
“Product Rules” means terms & conditions applicable to a particular product or service DATACENTRE.ME provides, contained within the Rate Card or in a separate document on the DATACENTRE.ME website;
“Proprietary Material” means any of your (or a third party's) copyrighted 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 certain Advertisements and other details relating to DATACENTRE.ME services and any other products and services we may provide from time to time. You may obtain a copy of the Rate Card from DATACENTRE.ME by emailing firstname.lastname@example.org ;
“Register” means any one of the Domain Name registers, operated and maintained by a Registry, comprising a Domain Name and registrant data;
“SEO Web Pages” means an Advertisement displayed on the internet as a result of the SEO Services, as more particularly described in the applicable Product Rules;
“SEO Services” means the web page creation and search engine optimisation service provided by us to you;
“Services” means the services we agree to perform in accordance with the Order and subject to these Standard Conditions;
“Standard Conditions” means the services we agree to perform in accordance with the Order and subject to these Standard Conditions;
“Third Party Data” means data we obtain for use under licence from third party organisations and which may be used to assist in the provision of Services and which may be displayed to Users in association with other material relating to you including by way of example and not limitation cartographic data used to display location maps and other such images;
“Us” means DATACENTRE.ME Limited, a company registered in England and Wales under number 7224528; and “we” and “our” has a corresponding meaning;
“User” means a person who uses DATACENTRE.ME or any other website to which your Advertisement is syndicated or distributed;
“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 / Agreement, Commencement & Duration
2.1 When ordering Services from us, you enter into a binding Contract with us. The Contract is made up of the following:
a) these Conditions; b) the applicable Product Rules; c) the Rate Card; d) Confirmation of Order; and e) the Advertisement Order
2.2 In the case of conflict between any of these documents, priority will 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 DATACENTRE.ME policies or materials.
2.3 The Contract shall not be formed unless and until we have sent you written acceptance of your Order.
2.4 Unless it is terminated earlier in accordance with these Conditions, the Contract will continue for the agreed time:
in relation to each of the Services, the duration specified in the applicable Product Rules for such Services, such duration commencing on the Effective Date; or
where no duration is specified in the applicable Product Rules or until the provision of the Service(s) has been fulfilled; or
where we have made an Advertisement available to you on a monthly rolling basis, indefinitely, until terminated by you or us, in accordance with the Contract.
3. Our Responsibilities
3.1 Subject to these Conditions, we shall:
Endeavour to make DATACENTRE.ME available to Users;
Endeavour to make any SEO Web Pages you have ordered available to people using the internet;
and provide or arrange the provision of the Services using the reasonable skill and care of a competent provider of services of the types of Services ordered.
Where the Services are displayed on any mobile platform in relation to DATACENTRE.ME such Services are provided at our absolute discretion on an “as is” basis with no guarantee, warranty or representation. We may display those Services in any format that we deem appropriate and we may change the format or look of such Services without notice including ceasing to provide such Services on any and all mobile platforms.
3.2 As part of our DATACENTRE.ME offering, we may permit website users to place material on DATACENTRE.ME (such material may include but shall not be limited to commenting on a blog, posting a review or uploading other user generated content). We do not edit, pre-vet or review such material but instead operate a notice and take down procedure. Should you believe that any comment or review does not comply with the requirements for such material set out in the conditions of using DATACENTRE.ME please notify us immediately. We will then review the material and, where we deem it appropriate, remove the material within a reasonable time. You acknowledge that this shall be the only remedy available from and provided by DATACENTRE.ME regarding such material.
4. Your Responsibilities
4.1 Subject to these Conditions, you shall:
pay our Charges for each Service you have ordered;
provide to us any Content that we require from you (we may ask you to upload it via your Online Account);
where the nature of a Service requires your periodic attention, including without limitation file clearing and maintenance to your own computer hardware or systems to receive or maintain that Service, perform and take such appropriate steps;
even where we create the Advertisement for you, 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 Advertising Policies;
even where we create the Advertisement for you, 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 CCAR (we may ask you to upload it via your Online Account);
ensure that all and any requests for Amendments to your Advertisement are made to DATACENTRE.ME in writing on your own business stationery (communications sent using corporate email accounts are acceptable). DATACENTRE.ME does not accept any liability or responsibility for failure to action a request for Amendment where such request is, in DATACENTRE.ME's reasonable opinion, garbled, indecipherable, unclear or has not been received by DATACENTRE.ME;
supply all Content in a suitable format as specified on DATACENTRE.ME; and
ensure that all electronic files have been produced using properly licensed software and are free from Malware.
4.2 To the extent that that the provision of Services relates to an Advertisement, you grant to us the right to fully access, copy, store, compile, recompile and index such website 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 & 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 & conditions and any other rights you may have, contractual or otherwise, to restrict the rights granted to DATACENTRE.ME under this Condition 4.2.
fully comply with the additional terms & conditions on the CFSA Customer Declaration.
4.3 You hereby agree, undertake and warrant that, if you place an Advertisement Order or otherwise request the display of any Advertisement using our Service 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), you will ensure that prior to first display of the relevant Advertisement on our Service, the Content 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.
4.4 If you place an Advertisement Order or otherwise request the display 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:
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
a certified copy of the authorised person's written approval as required by Condition 4.4; or
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 Advertisement Order, until twenty-four (24) months after the date on which your Advertisement was first displayed on our Service.
4.5 You hereby agree, undertake and warrant that if you place an Advertisement Order or otherwise request the display of any Content which consists of or includes content governed by the CCAR:
you hold any credit licence as may be required pursuant to the Consumer Credit Act 1974;
the final Content to be displayed by us in an Advertisement 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 on the Service and has been certified as compliant and suitable for display on our Service by a person of appropriate expertise; and
any Annual Percentage Rate (“APR”), including any typical APR, in the Content:
has been calculated, as at the commencement date of the publication period set out in the CFSA Customer Declaration (or set out on the Order Summary Screen if you order via DATACENTRE.ME), in accordance with the provisions of the CCAR and any amendments, re-enactments or substitutions in force; and
has been certified as correct and suitable for display on our Service in writing by a person of appropriate expertise such as your auditor, compliance officer or chartered accountant.
you will notify us immediately if you become aware of any event or matter occurring between the date your CFSA Customer Declaration is submitted to us and the last day of the publication period shown on the CFSA Customer Declaration (or set out on the Order Summary Screen if you order via DATACENTRE.ME) which causes, or could cause, the display of the 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.
4.6 Further if you place an Advertisement 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:
proof that you are licensed by the Office of Fair Trading in accordance with Condition 4.6(a);
a certified copy of the certificate of compliance in accordance with Condition 4.6(b); and/or
a certified copy of the calculations carried out in accordance with Condition 4.6(c)(i)and the written certification in accordance with Condition 4.6(c)(ii).
We may make such a request any time after submission of your Advertisement Order, until 24 months after the date on which your Advertisement was first displayed on our Service.
4.7 Even though a Contract is in place between you and us, we may refuse to publish any Advertisement or any part thereof where:
we consider that the Content 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; and/or
you have failed to provide any information or document requested by us pursuant to Condition 4.5 (a) and/or Condition 4.6;
you have notified us that the display of Content on our Service submitted with a CFSA Customer Declaration may constitute an offence under s46(1) and/or s47(1) of the Consumer Credit Act 1974 pursuant to Condition 4.8 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 the commencement of the publication period of an Advertisement as set out in the CFSA Customer Declaration (or set out on the Order Summary Screen if you order via DATACENTRE.ME).
4.9 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.
4.10 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 our Services.
5.1 After submitting the Order you must pay us the amount stated on the Order using the payment method specified. Where we are providing Services for a Minimum Period, any discount given applies only to the price for those Services for the Minimum Period and does not apply to the price for any renewal period.
5.2 Where we are providing Services for a Minimum Period which is subject to automatic renewal, payment shall be made in respect of the Minimum Period using the payment method specified and the price may be incorporated in the package price where the Services are part of an advertising package. Additional payments shall be required in respect of each following renewal period which shall be collected using the same payment details. We will send you an invoice in relation to the payment for the Minimum Period and each following renewal period.
5.3 If you are paying by credit or debit card, you acknowledge and accept that we will use the card details provided by you for the payment in respect of the Minimum Period for the charges for each subsequent renewal period. You must notify us of any changes to your card details.
5.4 If you do not make any payment or installment due under this Agreement or any other contract between us, we can keep all sums you have already paid and you will immediately have to pay us all outstanding amounts. We may also (without prejudice to our other rights) immediately terminate this Agreement or any other order from you, in which event a cancellation fee will be payable by you equal to 10% of the charge for the Advert plus VAT. Interest at a rate of 1.5% per month will be applied to any amount you have not paid after 30 days from the due date of payment (unless the law prevents us from charging interest). We can charge you any reasonable administration and legal costs for recovering the amounts you owe. If you owe us any sum of money, we may deduct that amount from any sum which we may owe you at any time under this Agreement or any other agreement we have with you.
5.5 Without prejudice to any other rights we may have, we may suspend the Services in whole of part and without notice if you fail to pay our Charges in accordance with this Condition 6.
5.6 All charges are in Pound Sterling (£) exclusive of VAT which, if payable, will be added to your invoice and which you must pay in addition at the current UK rate of 20%.
5.7 Payment shall mean the receipt by us at our principal place of business (or elsewhere as we may direct) of cash, a credit card payment or the crediting to our bank account of a cheque or money transferred electronically or through the clearing bank's BACS system.
6. Limitation of Liability
6.1 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 Services. We will take all commercially reasonable steps to minimise any such periods of interruption or non-availability.
6.2 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.
6.3 Nothing in the Contract shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation.
6.4 Save as provided in this Condition 9, 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):
6.4.1 loss of revenue;
6.4.2 loss of actual or anticipated profits (including for loss of profits on contracts);
6.4.3 loss of anticipated savings;
6.4.4 loss of business;
6.4.5 loss of opportunity;
6.4.6 loss of goodwill;
6.4.7 loss of reputation;
6.4.8 loss of, damage to or corruption of data or software;
6.4.9 wasted expenditure; or
6.4.10 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 9.4.1 to 9.4.9).
6.5 Save as provided in Condition 9.3, our entire liability under the Contract shall not exceed the total Charges paid by you for the Service that is the subject of the claim.
6.6 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 6.6 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).
6.7 Save as provided in Condition 6.3, 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 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.
6.8 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.
7.1 You shall indemnify us, our employees and agents against all proceedings, claims, demands, losses, damages, costs and expenses (including legal costs and disbursements on an indemnity basis), incurred or suffered by us, and any damages awarded against us, arising directly or indirectly as a result of any breach of this Agreement by you or from processing or publishing any information or material you gave us or for incorporation into the Website including any claims arising as a result of defamation, illegality, false description or breach of any third party rights.
8. Changes to the Services
8.1 We are committed to the constant improvement of our products and services. Notwithstanding our right to suspend or terminate the Services in accordance with Conditions 11 and 12, we may modify DATACENTRE.ME or 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:
agree to the modification and continue to receive the Services; or
terminate the Services 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 Services have terminated.
8.2 We may, from time to time, amend these Conditions. The updated version of the Conditions will be made available on DATACENTRE.ME together with their effective date. You agree to visit DATACENTRE.ME 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 DATACENTRE.ME to terminate the Contract, and thereafter, we will give you a proportionate refund of the Charges for the remaining period.
9.1 You warrant that you own or are authorised to use (and to allow us to use) all IPRs in the Content you provide to us.
9.2 You grant us a worldwide, perpetual, non-exclusive licence of such IPRs to permit us to use, reproduce, publish, display, adapt, distribute, transmit and stream the Content for the purposes of making available and displaying your Advert by any means and across any media on the services and products we offer to third parties.
9.3 We own all IPRs in all artwork, copy, video content and other material which we, our agents or employees have created, whether or not the material is derived or developed from material supplied as Content and whether or not a charge has been paid by you in respect of it. You do not gain any IPRs in that artwork, copy, video content or other material and, subject to Condition 9.4, you will not be entitled to use it in any other form or in any other media.
9.5 Certain products may require us to create a landing page for users to click through to. We retain all rights, including IPRs, in and control over such landing pages including the domain names associated with them.
10. Suspension of the Services
10.1 Without prejudice to any other rights we may have, we may suspend the Services in whole or part, and without notice, in circumstances where:
10.1.1 we (in our sole discretion) consider the Advertisement or other material (including without limitation a weblink or your linked website) is unlawful, misleading, offensive, prejudicial or inflammatory; is likely to expose us to claims or liability, lead us into prosecution, criticism, or disrepute or cause us embarrassment; infringes our rights or the rights of third parties or does not comply with our then current advertising guidelines and policies or if the display of an Advertisement or other material does or would, in our reasonable opinion, be likely to mislead, offend, or disadvantage a User or otherwise misrepresents the nature of the goods or service being advertised or the place or places from which you conduct business; or
10.1.2 you fail to pay our Charges
10.1.3 we have reasonable grounds to believe that the rights' owner of any IPRs within the Content of your Advertisement or material has withheld, withdrawn or failed to give his permission for your use of the same; or
10.1.4 you engage in any click fraud in respect of any Free directory listing, Banner or other Pay Per Click Advertisement (whether yours or a third party's).
10.2 You may notify us in writing that you want us to permanently remove your free listing or Advertisement from display on DATACENTRE.ME. 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.
10.3 Any period during which we may suspend the Services will continue until the circumstances giving rise to our right to suspend the Services ceases to subsist or until the Contract is terminated.
10.4 In the event we take action under Conditions 10.1.1 to 10.1.4, you will continue to be obliged to pay any Charges owing or that arise during the period when the Service is suspended.
11. Termination By Us
11.1 We may terminate any or all of the Services or part thereof, at any time for any of the below reasons. In the event of termination under this Condition 11.1 (but not otherwise), you will be entitled to a refund of that part of any Charge you have already paid to us and which relates to a period after the date that the Services or part thereof have terminated.
11.2 We may terminate all or part of the Services with immediate effect by giving written notice to you if:
a you commit a material breach of any provision of the Agreement (including without limitation late payment), 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;
b you cease or threaten to cease to carry on the whole or any part of its business or is unable to pay its debts as they fall due;
c 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;
d an administrator, receiver, manager or supervisor of a composition or scheme is appointed or applied for; by you or any one of you;
e 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.
11.3 We may, at our sole discretion, suspend the provision of the Services if we are entitled to terminate this Agreement for any reason.
12. Termination By You
12.1 In addition to any statutory rights you may have to cancel your Order, you may cancel part (subject to Condition 10.2) or all of your Order by giving notice in writing to email@example.com. We will not act on this notice unless it is received within 14 days of the date of the Order.
12.2 If cancelling part of the Order means that you no longer qualify for a discount or special pricing for multiple advertising or an advertising package, then we can adjust the rate of the remaining advertising to reflect the price appropriate for the reduced level of advertising in accordance with the appropriate rate card.
12.3 If we are providing Services to you for a Minimum Period which automatically renews, you may terminate the Services at the end of the Minimum Period or at the end of any renewed period by giving us notice. You must give us notice by contacting Customer Services as detailed in paragraph 10.2. Provided that you give us notice at least 14 days prior to the end of the Minimum Period or renewed period, we will terminate the Services at the end of that period. If you give less than 14 days’ notice prior to the end of the relevant period, we will terminate the Services at the end of the next renewed period.
13. Free listings
13.1 We may offer your business an unpaid free listing (with or without a Profile Page) on DATACENTRE.ME (together, referred to as an “Free listing”). Where the Services we provide relate to an Free listing, such Services are provided at our absolute discretion on an “as is” basis with no guarantee, warranty or representation or any kind. We may display the Free listing in any format that we deem appropriate and we may change the format or look of such Free listing without notice, including (without limitation) ceasing to provide such Services and/or the Free listing.
13.2 If we offer your business an Free listing with a Profile Page, then, notwithstanding anything else in these Conditions, and in return for providing the Services and the Free listing, you agree that all provisions of these Conditions which relate to Content, IPRs and your liability for failure to comply with them shall apply to the provision of the Services and the Free listing and you agree to be bound by those provisions. The Free listing shall be considered an “Advertisement” for the purposes of those provisions.
13.3 If you purchase an Advertisement, that Advertisement may overwrite your Free listing, such that we provide the Advertisement instead of an Free listing.
14. Renewal or Extension of Contract
14.1 By entering into a Contract of a predetermined length of time for the Services set out on the Advertisement Order you agree to enter into a contract for advertising of an entry for THE NEXT AND FOLLOWING amount of time unless you opt out, provided:
14.1.1 the form and content of DATACENTRE.ME on extension or renewal is materially the same as the form content and distribution of DATACENTRE.ME on formation of this Contract;
14.1.2 the form and content of the later entry is materially the same as the form and content of the earlier entry; and
14.1.3 a notice in writing together with the details of your order have been sent to you at least twenty-eight (28) days before the end of this Contract and you have not written to us withdrawing your agreement to the renewal or extension of this Contract seven (7) days prior to the end of this Contract.
14.2 In the event that you opt out or do not renew the Contract and you wish to advertise with us, a new Contract on a new Advertisement Order will be required.
14. Unsolicited Goods and Services Act 1971
You acknowledge and agree that any Advertisement Orders requiring the inclusion of an Advertisement or other details relating to you in a Database may constitute an entry in a directory within the meaning of Section 3 of the Unsolicited Goods and Services Act 1971 as amended from time to time and that the Advertisement Order shall be construed as the note of agreement or electronic communication required by the same Section 3.
15. Ethical Standards
15.1 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 DATACENTRE.ME which would violate any anti-corruption laws applicable to you or DATACENTRE.ME.
15.2 If you become aware of any breach or suspected breach of this Condition 14, 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.
15.3 If, in our reasonable opinion, you have breached this Condition 14: (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.
16.1 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.
16.2 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.
16.3 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.
16.4 The headings of these Conditions are for convenience only.
16.5 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 via email, by hand or via 1st class 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:
16.5.1 if personally delivered to the registered office of one of the parties, on delivery;
16.5.2 if sent by first class pre-paid recorded post, 48 hours after the same was delivered to the postal authorities; and
16.5.3 if sent by email, when sent (unless an “undelivered” report is returned to us within 24 hours of sending).
16.6 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.
16.7 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 DATACENTRE.ME. Each member of DATACENTRE.ME shall be entitled to enforce the terms of this Contract in its own right.
16.8 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.
16.9 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.
16.10 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. DATACENTRE.ME 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.
17. General Warranty & Grant of Rights
17.1 Without prejudice to your other rights and obligations, you represent, warrant and undertake throughout the term of the Contract that:
17.1.1 you have and will have the authority to enter into the Contract and to perform your obligations in accordance with it;
17.1.2 you are acting and shall act in a business capacity on behalf of your business and not as an individual or as a consumer;
17.1.3 the Contract is entered into and shall be operated solely for legitimate business activities; and
17.1.4 you have obtained and shall continue to hold all rights, permission and consents to enable DATACENTRE.ME 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.
17.2 You grant to DATACENTRE.ME, its agents and service providers, for the duration of your Advertisement, 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 Clause 4.2) for the purposes of:
providing the Services to you;
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 DATACENTRE.ME 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
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.
17.3 The continued use of IPRs and Content and any other data and copyright materials referred to in Condition 4.2 in accordance with Condition 13.2 beyond the term of the Contract shall not constitute an infringement or breach of contract where such use arises as a result of our continued use and supply or printed materials bearing the Advertisement.
17.4 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 reproduce that material in any other media channel requested by you.
17.5 We may:
17.5.1 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;
17.5.2 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.
17.6 Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs.
17.7 You acknowledge that DATACENTRE.ME owns all IPRs in DATACENTRE.ME and the Database.
17.8 Unless otherwise specified in the applicable Product Rules, all IPRs in Created Material, shall be owned by us, whether or not the Created Material is derived or developed from Material supplied as Content.
17.9 Ownership of the IPRs in Created Material does not pass 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.
17.10 Where you have provided DATACENTRE.ME with a brief or instruction for the development of Created Material 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.
18. Governing Law and Jurisdiction
The Agreement 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 29 November 2011