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1.1 This Contract shall come into effect on the Commencement
Date and shall continue for an initial period of 12 months (the
“Term”). Following the expiry of the Term, this Contract shall
continue for successive periods of 12 months unless and until
terminated by either party giving not less than 30 days’ prior
written notice such notice to expire on the last day of the Term,
or on any anniversary of the Term.
2 Our Obligations
2.1 We shall provide the Services to You with the reasonable
skill and care expected of a competent provider of services similar
in nature to the Services.
2.2 If We agree to include Your Entry in Our Online Directory,
it will be included as soon as reasonably practicable. An exact
replica of Your Entry will continue to appear in Our Online
Directory until such time as this Contract is terminated pursuant
to clause 1.
2.3 Where the Services are displayed on any mobile platform in
relation to directory.im 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 or cease providing such Services without notice.
2.4 We cannot guarantee that Your Entry will appear on a
particular page of the Online Directory or in a specified position
on any page.
3 Your Obligations
3.1 You must make sure that Your Promotional Materials are
legal, decent, honest and truthful and that they comply with (i)
all current legislation, (ii) The British Code of Advertising,
Sales Promotion and Direct Marketing; and (iii) any and all other
applicable codes and 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. We may remove
Your Promotional Materials from Your Entry in Our Online Directory,
if We think they are offensive, indecent, contrary to applicable
law or infringe the rights or privileges of any person. You
warrant, undertake and represent that You are the owner of any
copyright material, trademark or logo which is incorporated into
the Promotional Materials and hereby grant to Us a licence to use
such copyright material, trademark or logo incorporated in Your
Promotional Material for the purpose of the provision of the
Services to You, or that You have been authorised by the owner to
grant such licence.
3.2 Where Promotional Materials comprise in whole or in part
material that has previously been published in other media such as,
by way of example and not limited to, 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.
3.3 If You have entered into this Contract on behalf of Your
Client, You shall be solely responsible for compliance with this
Contract and You warrant and represent that You have the necessary
authority to be bound by its terms from Your Client.
3.4 We may ask You to provide Us with documentary evidence of
Your entitlement to use any Promotional Materials, and of Our right
to use such Promotional Materials on Your behalf, and You agree to
provide such evidence upon request.
3.5 You must inform Us of any changes to Your trade, profession
or business (or that of Your Client where applicable) that might
make Your Promotional Materials misleading or incorrect.
3.6 You accept that if You make any amendments to Your Entry
(including, but not limited to, any amendments to Your address or
phone number) such amendments will only be applied to Your Entry in
the Online Directory. The amendments will not be applied to any
existing or subsequent orders for directory advertising in the Manx
Telecom phone book, e-business guide or white pages directory (the
“Directories”). You further accept that if You make any amendments
to Your advertisement(s) in either or both of the Directories,
these amendments will not be applied to Your Entry in the Online
3.7 You hereby confirm and acknowledge that You have authority
to represent and bind the business, partnership and/or company for
which the Promotional Materials give benefit via advertising.
Further, You hereby accept liability personally or jointly and
severally with each partner, as applicable, in the event that the
Charges are not paid, in accordance with the terms of the
3.8 If, for any reason, Your business should be acquired by,
merged with or reverted to a third party and You do not terminate
this Contract, in accordance with clause 8, You agree that You
shall assign all benefits and sub-contract all liabilities to such
third party and that the third party agrees to such assignment and
subcontract, in accordance with the terms of this Contract. You
shall indemnify Us against all costs, losses, damages and other
liabilities incurred by Us, in the event that such third party does
not comply with the terms of this Contract, for any reason.
4.1 You must pay Us the Charges for the Services provided during
the Term of the Contract.
4.2 Each time We agree to Renew the Contract, We shall be
entitled to increase the Charges by an amount equal to the greater
of: (i) 5% of the current Charges; or (ii) the increase in the
Retail Price Index calculated from the date that We agree to Renew
the Contract, compared to the date of this Contract (or the
anniversary of the date that We agree to Renew the Contract, as
applicable). The current Charge plus the increase, as detailed in
this clause 4.3, shall be the new Charge for the Services, each
time We agree to Renew the Contract and reference in this Contract
shall be construed accordingly.
4.3 The Charges shall be due for payment, each month during the
Term of the Contract and, following the expiry of the Term, each
month thereafter until the Contract is terminated pursuant to
4.4 Without prejudice to any other rights and remedies We may
have (including, without limitation, those pursuant to clauses 4.4
and 8), if You do not make payment to Us when due, We will write to
You explaining that payment is overdue. If You do not settle all
outstanding amounts within 7 days of the date of Our letter, We may
either (i) remove Your Entry from Our Online Directory; or (ii)
terminate this Contract and seek to recover from You any Charges
that are outstanding in respect of the Term.
4.5 Where any Charges or other monies properly due to Us, from
You under this Contract or any other agreements are outstanding, We
will be entitled to offset such payments against any payments due
from Us, to You under any other agreements between Us and You.
4.6 All Charges are exclusive of value added tax and any other
applicable taxes which may from time to time be levied.
5.1 Nothing in this Contract shall limit either party’s
liability for fraud, death or personal injury resulting from its
own negligence or that of its employees, sub-contractors or agents
or any other matter for which liability cannot be restricted or
excluded at law.
5.2 Except as expressly provided in this Contract all
conditions, warranties, terms, undertakings and obligations express
or implied by statute (including, without limitation, those of
satisfactory quality or of fitness for a particular purpose (even
if that purpose is made known expressly or by implication to Us)),
common law, custom, trade usage or otherwise and all liabilities in
respect of the same (if any) are excluded to the maximum extent
permitted by Manx Law.
5.3 We will in no circumstances be liable to You in contract,
tort (including negligence) or otherwise for any loss of business;
loss of data; loss of profits; loss of goodwill; loss of
anticipated savings even when advised of the possibility; loss of
revenue or; any indirect or consequential losses, liabilities or
5.4 You will indemnify Us against all third party claims that
may be made against Us or Our personnel and all liability We or
they may incur in connection with the Services whether in contract,
tort (including negligence) or otherwise, except to the extent that
they are caused by Our negligence or that of Our personnel. This
indemnity shall include (but not be limited to) defamation, passing
off, misdescription, false trade descriptions, errors and omissions
and infringement of copyright, trademarks, design rights or
5.5 If there is any error in or omission in respect of Your
Entry, arising as a result of Our default, You should notify Us of
such error or omission immediately upon You becoming aware of it
and We shall use all reasonable endeavours to correct such error or
omission within 5 working days of You notifying Us of such error or
omission in respect of Our Online Directory.
5.6 Otherwise than set out above, Our maximum aggregate
liability to You arising out of, or in connection with, this
Contract shall be limited in aggregate to £5,000 (five thousand
5.7 Each provision of this clause 5 limiting or excluding
liability operates separately and shall survive independently of
the other provisions.
6 Information Management
6.1 We or Our agents may monitor or record telephone calls for
training and quality control purposes from time to time. These
recordings will not be made available to any third party or used
for any other purpose.
6.2 By accepting the terms of this Contract You agree to Us
using any personal data We obtain from You (which may include
individuals within Your organisation’s personal data) (“Customer
Information”) for the purposes of administering this Contract
including handling orders, billing, processing payments, payment
collection and communicating with You regarding the Services.
7 Non-Chargeable Entry
7.1 We may, at Our discretion include Your Entry in the Online
Directory at no charge to You (a "Non-Chargeable Entry"). Where the
Services We provide relate to a Non-Chargeable Entry, such Services
are provided on an "as is" basis without guarantee, warranty or
representation or any kind. You acknowledge that We may display the
Non-Chargeable Entry in any format that We deem appropriate and We
may change the format or look of such Non-Chargeable Entry or cease
providing the Services and/or Non-Chargeable Entry.
7.2 Where We offer You a Non-Chargeable Entry then,
notwithstanding anything else in these terms and conditions, You
agree that all provisions relating to the content of, and Your
provision of, the Promotional Materials, if any, and Your liability
for failure to comply with such provisions shall apply to Our
provision of the Services and the Non-Chargeable Entry and You
agree to be bound by those provisions. The Non-Chargeable Entry
shall be considered an “Entry" for the purposes of those
7.3 If You purchase an Entry, You acknowledge that the content
of the Entry may overwrite the content of Your Non-Chargeable
8 Cancellation and Termination
8.1 We may immediately upon notice in writing (without prejudice
to any other rights and remedies We may have) terminate (either in
whole or in part) this Contract, if You are: (a) in material breach
of any provisions of this Contract and (in the case of a breach
capable of remedy) fail to remedy such breach within 30 days of
written notice to do so; or (b) unable to pay Your debts as they
fall due or threaten to suffer any resolution to wind up Your
business or You enter into involuntary or compulsory liquidation or
have an administrator, administrative receiver, receiver or any
analogous officer appointed over all or part of Your assets.
8.2 The expiry or termination of this Contract will be without
prejudice to any other rights either party may be entitled to and
will not affect any accrued rights or liabilities of either
9 Review Services
9.1 You acknowledge that the Website contains areas in which
third parties may post comments ("Reviews") about businesses listed
in the Online Directory ("Interactive Areas").
9.2 You acknowledge and accept that third parties may post
Reviews about Your business on the page of the Online Directory on
which Your Entry is listed and or in any other part of the
Interactive Area (such as in a review relating to another
9.3 You acknowledge that We do not exercise any editorial
control or monitor the content of the Review(s).
9.4 We accept no responsibility and assume no liability for the
content of any Review(s) posted in the Interactive Areas, or for
any loss or damage thereto. You accept that We are not liable to
You for any mistakes, defamation, libel, omissions, profanity,
obscenities or falsehoods You may encounter in respect of the
content of any Review(s). You acknowledge that We are not liable
for any statements, representations or content provided in any
Review(s) by any users of the Website.
9.5 You acknowledge that although We have no obligation to
screen, edit or monitor any of the content posted in a Review or
distributed in any Interactive Area, We reserve the right, and have
the absolute discretion to screen, edit or remove without notice
any Review posted or stored in the Online Directory or in any
Interactive Area at any time, for any reason and You agree that We
shall not be liable to You for any loss or damage that You may
suffer as a consequence of such screening, editing or removal.
10 Content uploaded by You to the Website
10.1 You shall be able to upload additional content to Your
Entry such as information and text about Your business and, subject
to Your payment of additional charges, photos, graphics and video
content in such format as directed by Us from time to time. You
agree that such additional content shall form part of the
Promotional Materials, and You agree to comply with any obligations
in respect of such Promotional Materials as set out in these terms
10.2 You are solely responsible for creating backup copies of
any Promotional Materials that You add to Your Entry at Your sole
cost and expense.
10.3 We reserve the right to remove any Promotional Materials
from the Online Directory and / or Website at any time, for any
reason and You agree that We shall not be liable to You for any
loss or damage that You may suffer as a consequence of such
11.1 We will not be liable to You for any loss or damage caused
to or suffered by You as a direct or indirect result of the supply
of Services being prevented, restricted, hindered or delayed by
reason or any circumstance outside of Our control. If either party
is prevented from performance of its obligations for a continuous
period of 3 months either party may terminate this Contract by
giving written notice.
11.2 This Contract constitutes the entire agreement and
understanding of the parties and supersedes any previous agreement
between the parties relating to the subject matter of this Contract
including, but not limited to, any terms and conditions contained
in Your purchase order or other terms that Your agreement to
purchase the Service purports to incorporate. Each of the parties
acknowledges and agrees that in entering into this Contract it does
not rely on, and will have no remedy in respect of, any statement,
representation, warranty or understanding (whether negligently or
innocently made) of any person (whether party to this Contract or
not) other than as set out in this Contract. Nothing will operate
to limit or exclude any liability for fraud.
11.3 We may from time to time amend the terms and conditions of
the Contract. Save where We are acting because of a legal
requirement or a court order, the updated version of the terms and
conditions, together with the date on which they become effective
will be made available on the Website. You agree to visit the
Website regularly to find out about any changes. . If any such
variation has a provable detrimental effect on You, You may
terminate the Services. In the event that You terminate the
Services pursuant to this clause 11.3 You will be entitled to a
refund of that part of any Charges You have already paid to Us, if
any, which relate to the period after the date that the Services
have terminated. This Contract shall not be replaced by any other
terms and conditions proposed by You and the provision of the
Services by Us is only undertaken on the basis that this Contract
11.4 We may modify the Online Directory or any of the Services
from time to time without prior notice but in so doing We will try
not to diminish the utility of the Services to any material degree.
If any such variation has a provable detrimental effect on You, You
may terminate the Services. In the event that You terminate the
Services pursuant to this clause 11.4 You will be entitled to a
refund of that part of any Charges You have already paid to Us, if
any, which relate to the period after the date that the Services
11.5 Should any provision of this Contract be held to be void or
voidable the remaining provisions of this Contract will continue in
full force and effect.
11.6 We will use Our reasonable endeavours to meet any delivery
time. However, such times will be regarded as estimates only and We
will have no liability to You for Our failure to achieve any such
11.7 Members of Manx Telecom Trading Ltd may enforce their
rights under clause 4.5 but no other person or body who is not a
party to this Contract has any rights under the Contracts (Rights
of Third Parties) Act 1999 to enforce any terms of this Contract
(but this does not affect any rights or remedies of a third party
which exist or are available apart from that Act).
11.8 Save as permitted by clause 11.9, neither party may assign
this Contract without the other’s prior written consent, such
consent not to be unreasonably withheld or delayed.
11.9 We may assign this Contract to any member of Manx Telecom
11.10 Any notice under or in connection with this Contract shall
unless otherwise agreed be in writing and may be delivered by hand
or sent by first class post or by facsimile (confirmed by post) to
the Company Secretary at the address of the party concerned set out
in this Contract or any other address notified from time to time.
Such notices shall be deemed to have been given or made on the
second working day after posting if sent by first class post, upon
delivery if delivered by hand and if sent by fax on the next
working day after the date of transmission provided the sender's
facsimile machine produces a report showing successful transmission
to the correct facsimile.
11.11 This Contract will be governed by Manx law and the parties
submit to the exclusive jurisdiction of the Isle of Man Courts.
12.1 Except where the context otherwise requires the following
will have the following meanings:
means a document, webpage or electronic communication which You
complete and submit to Us, under which You offer to purchase one or
more Services from Us;
means all charges that You have agreed to pay for the Services,
as set out in the Application Form as may be varied from time to
time in accordance with this Contract;
If, applicable, means the person, firm or company for whom You,
an advertising agency, have agreed to place an order for
means the date upon which We enter into this Contract with You,
which shall be the date at which payment is first taken from Your
these terms and conditions, together with the Application Form
and all relevant Copy Layout Sets;
means a listing of Your name, address and telephone number in
standard typeface in the Online Directory as referred to on the
Application Form and which may include Promotional Materials;
“Manx Telecom Trading Ltd”
means Us, Our holding company, Our subsidiaries and any
subsidiaries of Our holding company. The terms “subsidiary” and
“holding company” have the meanings ascribed to them by Section
1159 and Schedule 6 of the Companies Act 2006 (as amended);
means collectively photographs, images, logos, text and any
other content that You insert into Your Entry;
“Renew the Contract”
means Our agreement to renew the Contract on the same terms and
conditions as set out in this Contract, subject to the provisions
set out in clause 1.1The term “Renewal of the Contract” shall be
means the display of Your Entries and Promotional Materials in
Our Online Directory together with any other services as specified
within this Contract;
means those pages on Our Website on which Your Entry is
means the term of the Contract, as further detailed in clause
1.1 and each subsequent term of the Contract, subject to Our
agreement to Renew the Contract;
means a person who uses the Website and /or Online Directory in
which Your Entry is situated.
“We” “Us” or “Our”
means Manx Telecom Trading Ltd, Isle of Man Business Park,
Cooil Road, Braddan, Isle of Man IM99 1HX
Registered in the Isle of Man Reg no.5629V Vat Reg no GB
means the internet website located at the URL www.directory.im,
which is owned and operated by Us and as may be varied from time to
“You” or “Your”
means the person, firm or company entering into this Contract as
set out on the Application Form.
||13th June 2014