This document sets out the terms and conditions upon which CountyWeb.com
Limited (Company No.3896551) whose registered
office is at 8 Olympus Court, Olympus Avenue, Tachbrook Park, Warwick CV34 6RZ (“the Company”) provides an
interactive business directory and information service and Network marketing
facility to its subscribers on acceptance of the Order.
1. Definitions
In these terms and conditions:
“Agreement”
means the Agreement entered into between the Parties on acceptance by the
Company of the Customer’s order and is subject to both the terms in the Order
Form and those set out below
“Banner” means all and any of the Subscriber’s
advertising banners displayed on the Network
“Enhanced Entry” means the Subscriber’s business details listed on the
Network
“Hyper
Link” means all and any of the direct links, on the network, to the subscribers
website.
“Company”
means CountyWeb.com Ltd.
“Customer”
means the person, partnership or company detailed on the Order Form.
“Network” means the Internet websites operated by or on
behalf of the Company as are more particularly listed in clause 2.1
“Parties”
means the Company and the Customer
“Services” means
the provision by the Company of the interactive business directory and information
service and the Enhanced Entry, Hyper Link and Banner advertising placement facility
on the Network
“Subscriber” means the person, firm or company acquiring the Services (or part thereof) by way of Subscription
“Subscription Period” means the 6 or 12 month subscription period for the use of the sevices by the subscriber
“Subscription Listings” means Banner
advertising and/or Enhanced Entry and/or Hyper Link listings on the Network
acquired by the Subscriber
“Visitor”
means any party other than a Subscriber visiting the Network or any site
forming part thereof
“Standard Listing” means listings (limited to an address and telephone number) placed on the Network gratis by the Company
2. Background:
2.1 The
Company provides businesses with marketing opportunities by way of subscription
to an interactive business directory and information service appearing on the
Internet. The Company’s Network consists of www.countyweb.co.uk and 49 county
websites as follows:- ALDERNEYWeb, BEDFORDSHIREWeb, BERKSWeb,
BRISTOLWeb, BUCKINGHAMWeb, CAMBWeb, CAPITALWeb, CHESHIREWeb, CORNWALLWeb,
CUMBRIANWeb, DERBYSWeb, DEVONWeb, DORSETSWeb, DURHAMWeb, EASTSUSSEXWeb,
ESSEXWeb, GLOSWeb, GUERNSEYWeb, HAMPSHIREWeb,
HEREFORDWeb, HERTSWeb, IOWWeb, JERSEYWeb, KENTSWeb, LANCSWeb, LEICSWeb,
LINCSWeb, MANCHESTERWeb, MANXWeb, MERSEYWeb, NORFOLKWeb, NORTHANTSWeb,
NORTHUMBRIAWeb, NOTTSWeb, OXFORDWeb, RUTLANDSWeb, SCILLYWeb, SHROPSWeb,
SOMERSETWeb, STAFFSWeb, SUFFOLKWeb, SURREYWeb, TYNEWeb, WARWICKSWeb,
WESTMIDLANDSWeb, WESTSUSSEXWeb, WILTSWeb, WORCSWeb, YORKSWeb. COUNTYWeb
also contains NORTHERNIRELANDWeb, SCOTLANDWeb, WALESWeb, Countyweb.com and
Countyweb.co.uk. All of which are operated through the Company’s trading
division under the registered trade marks style or titles of “CountyWeb” and
“COUNTYWeb.com Limited”.
2.2 The
Network is comprised of both Standard Listings and Subscription Listings
2.3 The Company provides Subscribers access to the Network and the facility to place Enhanced Entries and/or Banner entries and/or Hyper Links within the whole or parts of the Network which can be located using various search criteria e.g. under the relevant business classification. Visitors are enabled to visit areas of the Website, which are not designated 'Subscribers Only'.
3. Contract:
3.1
These Terms and Conditions apply to all Subscribers
and to all and any acceptance by the Company of an application by a Subscriber
for a Subscription Listing.
3.2
All applications for Subscription Listings must be
submitted using the Company’s Order Form (the “Order Form”) a copy of which may
be obtained by telephoning the Company on 01926 885 088.
3.3
No
order placed by the Subscriber shall be deemed to be accepted unless the
Customer has returned the Order Form supplied by the Company (signed by a duly
authorized representative of the Subscriber) to the Company on either the
facsimile number or the address provided on the Order Form.
3.4 The
Subscriber must ensure the terms of the Order Form and the details and
information supplied by the Subscriber are correct. The Company accepts no responsibility for any errors,
omissions or other defects in the Order Form.
3.5 The
Company reserves the right to reject any application and/or Order Form.
3.6 The
Company reserves the right at any time without notice to remove any Subscriber
from the Network. In this event the Company is not obliged to give a
reason but will (save in the case of the circumstances referred to in clause 3.8)
return all monies due to the Subscriber on a time-apportioned basis.
3.7 Once an Enhanced Entry and/or Hyper
Link and/or Banner entry has been published on the Network the Company may make
one amendment free of charge in any one year. Thereafter a small charge per
amendment will be made. The Company reserves the right not to deal with queries
on the telephone and does not offer a telephone support service for the
Enhanced Entry and/or Banner listings and/or Hyper Link.
3.8 The
Subscriber warrants that all and any material directly or indirectly provided
by the Subscriber to the Company including its logo, advertising material,
software, customer information and any other relevant data used in the
promotion of the Services is in its beneficial ownership and that it holds the
copyright or trademark thereto free from any encumbrance, charge, lien or
claims in favour of or by any other person and further that the use of such
material directly or indirectly by the Company will not infringe any patent,
registered design, copyright or design copyright of other intellectual property
right of any third party. The Subscriber further warrants that it will not
either directly or indirectly [through connection (by hyperlink or otherwise)
to its own or any other website or otherwise] use the Service for any unlawful
or improper purpose such as:
a)
The transmission or publishing
of any material which is of a defamatory, offensive, abusive, obscene or
menacing character
b)
Fraudulent or of a criminal
nature or
c)
Otherwise in a manner which
constitutes any violation or infringement of the rights of any other party
The Subscriber shall indemnify the Company in respect of any action
claim cost or demand arising out of or in connection with any breach of the
above warranties and in addition to any other rights of action or remedy
available to the Company the Company reserves the right to forthwith remove
(without refund or compensation) from the Network all and any such offensive or
unlawful material, entries, listings or connections thereto .
3.9 In the event that the Company has agreed to make submissions of
Enhanced Entries, Hyper Links or Banners to Internet search engines
Subscribers agree and accept that the
Company has no control over such Internet search engines and as such cannot guarantee either the
acceptance of the submission or the position location or appearance of the item
submitted.
3.10 Whilst the Company will use all reasonable endeavors to ensure that websites or web pages on the Network or Enhanced Entries, Banners or Hyper Links are visible in the most commonly used version of Internet Explorer or Netscape. Further in making applications Subscribers [and Visitors /or websites in all respects are visible in all browsers and versions of these browsers.
4. Charges:
4.1 The
Company reserves the right to amend or increase its published charges at any
time without notice. Such changes will take effect at such times as they are
published on the Network.
4.2 The
charges made for the provision of services are as stated in the Order Form at
the time of acceptance thereof by the Company. When acknowledging acceptance of
the Subscribers order for the Subscription Listing the Company will
confirm and notify the Subscriber of the appropriate charge. In the event of
any increase in charges so notified to it, a Subscriber may cancel its
application and the Company will reimburse the Subscriber with any sums paid if
it is not in agreement with the increase in charges.
4.3 The charges quoted by the Company will
be exclusive of any value added tax which the Subscriber shall pay in addition.
4.4 Any written acceptance made by the Company of the Subscribers order is only valid for a period of 14 days.
5. Payment:
5.1 Payment can be made by credit card,
cheque, CHAPS or BACS payment. The
Company does not accept payment by debit card.
5.2 The Subscriber is required to pay the
price in accordance with the payment terms set out in the Order Form supplied
by the Company.
5.3 The
time for payment of the price shall be of the essence. No payment shall be deemed to have been
received until the Company has received cleared funds.
5.4 All
payments under this Contract shall be in pounds sterling without any deduction
of set off or withholding whatsoever unless the Subscriber has a valid court
order requiring an amount equal to such deduction to be paid by the Company to the Subscriber.
5.5 If
the Subscriber fails to make any payment on the due date the Company, without
affecting any other right or remedy available to the Company the Company shall
be entitled to:-
5.5.1 cancel
the Contract; or
5.5.2 claim interest under the Late Payment of Commercial Debts (Interest) Act 1998
5.5.3 remove, or not remove (at the Company’s discretion), the Subscriber from the Network without prejudice to the Company’s right to claim for the monies owed, interest and costs of collection.
6. Subscription:
6.1 The Agreement takes effect from the date of
acceptance by Countyweb.com Limited of the Subscriber’s
order.
6.2 The Subscription Period commences 7 days from
the date the Agreement is signed by the Subscriber and continues for the period stated on the Order
Form, t he Subscription
Period being either:
a)
for
a period of 12 months and thereafter from year to year unless or until
determined by either party upon not less than three calendar months written
notice to expire at the expiry of twelve months or (if notified thereafter) the
relevant anniversary date.
Or:
b)
for a period of 6 months.
Termination may be affected by either party giving not less that one calendar
month’s written notice to expire at the expiry of the 6 month period. If notice
is not given the Subscription Period will continue for a further 6 months and
thereafter in periods of 6 months
6.3 Save
in the circumstances described in Clauses 3.6 and 4.2 the Company shall make no
refunds and, in particular, no Subscriber shall be entitled to a refund where a
request is made to the Company to cancel provision of the Services following
acceptance of an order.
6.3 Enhanced
Entries and/or Banners and/or Hyper Links will not be
created/amended/renewed/added to the Network until such time as the Company are
in receipt of payment.
6.4 The
Subscriber is responsible for providing the Company with all information
including but not limited to: key words, company logo, business card
description, banner designs and website and e-mail links to create the Enhanced
Entry and/or Banner and/or Hyper Link.
The Company will provide an Enhanced Entry and/or Banner and/or Hyper Link based on the
information provided to it by the Subscriber.
7. Contact:
7.1 Information
concerning a Subscriber contained on the Network will be derived from
information provided by the Subscriber and it is therefore the Subscriber's
responsibility to ensure that the information contained in the same is accurate
by checking the Network.
7.2 The Company shall not be required to include within any
Enhanced Entry or Banner listing any matter which in its opinion is or may be of
an illegal or defamatory nature or which may give rise to any liability on its
part. This will not give grounds for terminating the Subscription by the
Subscriber.
7.3 In
addition to the warranties and indemnities contained in Clause 3.8 the
Subscriber shall keep the Company and all of its employees and agents
indemnified from and against all costs, claims, demands, expenses, fines,
penalties and all liability whatsoever which may be made against the Company,
its employees or agents or which such persons may sustain, pay or incur arising
out of or in connection with any illegal or defamatory matter included on any
website regardless in what language the matter is published for the Subscriber
or any infringement of trademarks (registered or unregistered) copyright,
patent or design. This indemnity is given to the Company for itself and for its
employees and agents and as agent for such employees and agent.
7.4 Unless otherwise agreed any property or material supplied by or on behalf of the Subscriber in order for the Company to provide the Subscription will not be returned to the Subscriber.
8. Limitation of Liability:
8.1 The Company’s liability for any loss, injury or damage of any nature whatsoever, whether direct or consequential, arising out of or in connection with the provision of the Services whether arising out of a breach of implied or expressed term, warranty or condition shall not exceed the amount paid by a Subscriber in charges in respect of any one year.
9. Force Majeure:
9.1
The
Company shall bear no liability for loss, damage or delay howsoever arising
caused by circumstances outside its control.
9.2 The provision of the Services is at all times subject to availability and whilst the Company shall exercise due care in the provision and maintenance of the Services it may for technical, operational or other valid business reasons have to vary or temporarily suspend the Services. The Company shall have no liability for any failure or delay caused by acts or omissions of the Subscriber or resulting from actions taken by the Company in good faith to update or maintain equipment or services or to avoid the transgression of any law, or any rule or regulation of a governmental authority or which is caused by circumstances beyond the Company’s control, including (without limitation) breakdown or failure in transmission or communication links or any third party equipment, strikes or industrial disputes.
10. Copyright:
10.1.1 Copyright in any works created on behalf of a Subscriber, excluding the national, regional and local Enhanced Entries, banners or Hyper Links, in the course of provision of the Services shall remain the property of the Company until all monies have been paid.
11.1 These
terms and conditions shall be governed by and construed in accordance with
English law and the Company and the Subscriber agree to submit to the
non-exclusive jurisdiction of the English Courts.
11.2 Nothing
in these terms and conditions shall prevent or hinder either the Company or the
Subscriber from complying with their legal obligations as to disclosure or
otherwise under the Consumer Credit Act 1974 and the Data Protection Acts 1984
and 1988.
11.3 Time for the performance by the Company
if its obligations to the Subscriber is not and shall not become of the
essence.
11.4 Unless there is a variation under this
Clause 11 the Contract will be on these Conditions to the exclusion of any
other terms and conditions (including any terms and conditions which the
Subscriber purports to apply under any purchase order, confirmation of order or
other document)
11.5 No variation to these Conditions shall
be binding unless agreed in writing and signed by one of the Company’s
directors.
11.6 The
Company shall not be liable to the Subscriber or be deemed to be in breach of
these terms and conditions by reason of any delay in performing, or any failure
to perform any of the Company's obligations arising from these terms and
conditions if the delay or failure was due to any cause beyond the reasonable
control of the Company
11.7 Each
of the provisions of these Conditions is severable. If any provision is or
becomes illegal, invalid or unenforceable in any respect under the law of any
jurisdiction, the legality, validity or unenforceability in that jurisdiction
of the remaining provisions of the Conditions shall not in any way be affected
or impaired by it.
11.8 Words denoting the singular shall
include the plural and vice versa.
©1996 - 2008 COUNTYWeb a
trademark of Countyweb.com Limited.