Online Terms - directory.im
Terms of Advertising

1 Term

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 Directory.

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 Contract.

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 Charges

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 clause 1.

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 Liabilities

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 costs.

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 confidentiality obligations.

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 pounds).

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 provisions.

7.3 If You purchase an Entry, You acknowledge that the content of the Entry may overwrite the content of Your Non-Chargeable Entry.

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 party.

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 business).

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 and conditions.

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 removal.

11 General

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 applies.

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 have terminated.

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 time.

11.7 Members of Manx Telecom 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 Ltd.

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 Definitions

12.1 Except where the context otherwise requires the following will have the following meanings:

“Application Form”	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;
“Charges”	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;
“Client”	If, applicable, means the person, firm or company for whom You, an advertising agency, have agreed to place an order for Services;
“Commencement Date”	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 PayPal account;
“Contract”	these terms and conditions, together with the Application Form and all relevant Copy Layout Sets;
“Entry”	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 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);
“Promotional Materials”	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 construed accordingly.
“Services”	means the display of Your Entries and Promotional Materials in Our Online Directory together with any other services as specified within this Contract;
“Online Directory”	means those pages on Our Website on which Your Entry is displayed;;
“Term”	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;
"User"	means a person who uses the Website and /or Online Directory in which Your Entry is situated.
“We” “Us” or “Our”	means Manx Telecom 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 003-2919-12;
"Website"	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 time;
“You” or “Your”	means the person, firm or company entering into this Contract as set out on the Application Form.

C6/GS/337

17th July 2012