Article 1. Definitions
The following definitions are used in these terms and conditions:
Contractor: The Phone Directory UK (https://phonedirectoryuk.com)
Client: the legal person or natural person who enters into an agreement with the Contractor with a view to placing a mention of company data or an advertisement in an Issue of the Contractor including the online business directory.
Agreement: the agreement between the Contractor and the Client with a view to placing a mention of company data or an advertisement in an Issue of the Contractor including the online business directory.
Edition: the (online) edition of Phone Directory UK including the online business directory as further specified in the Agreement.
Advertisement: the mention or advertisement in the Edition as further specified in the Agreement.
Article 2. General
- The General Terms and Conditions apply to the formation, content and performance of all Agreements concluded between the Contractor and the Client, unless explicitly deviated from in writing. The General Terms and Conditions form part of the Agreement.
- For any future agreements, the General Terms and Conditions are deemed to apply as permanent custom clauses.
- The applicability of the Client’s general terms and conditions is hereby expressly rejected.
- Deviations from the General Terms and Conditions are only valid if these have been explicitly agreed in writing by the Contractor and the Client.
- The Contractor is entitled to revise these General Terms and Conditions from time to time. The amended provisions will come into effect after the Contractor’s announcement thereof via the Contractor’s website or in another way. If a Client does not agree with an announced amendment to the General Terms and Conditions, which is not related to the implementation of a legally or otherwise binding provision, it can inform the Contractor in writing within two weeks of the announcement stating reasons. In that case the Contractor is entitled to decide whether it wishes to terminate the Agreement with the Client or whether the original provisions for the current Agreement will remain in force.
- The invalidity or invalidity of one or more provisions of the Agreement including these General Terms and Conditions does not affect the validity of the other provisions. Instead of the invalid provision, the Contractor and the Client will be bound by a provision that approximates the scope of the original provision as much as possible.
Article 3. Formation of the Agreement
- All offers from the Contractor for placing an Advertisement in an Edition are without obligation.
- The Agreement is established by a written acceptance by the Client via the e-mail of an offer from the Contractor for placing an Advertisement in an Edition.
- The Contractor will send a written confirmation of the Agreement to the Client by e-mail.
Article 4. Execution of the Agreement
- The Contractor makes every effort to deliver the Advertisement within the agreed period and in accordance with the agreed specifications. The Contractor hereby does not commit itself to a strict deadline. If the Client is of the opinion that the Agreement has been executed too late, it will first notify the Contractor of this in writing by registered mail. In this notice of default, a reasonable period will be set to still implement the Agreement.
- The risk for the consequences of a misunderstanding with regard to the content of the Agreement and its implementation, which arose from unclear copy or telephone transmission of the Advertisement, lies entirely with the Client.
- If, in the opinion of the Contractor, the performance of the Agreement entails additional work or if additional work is requested or caused by or on behalf of the Client, inter alia by supplying incorrect or unclear information with regard to the Advertisement in the Edition, the Contractor is entitled to charge the Client for all extra time and costs spent.
- The Contractor is entitled to (temporarily) (partially) disable the Edition for, among other things, improving, maintaining or adjusting (parts of) the Edition, without this giving the Client any right to compensation. The Client agrees that the Edition may change in the meantime and that as a result changes may occur in the display of the Advertisement.
- The Contractor may, at its own discretion, engage third parties for the implementation of the Agreement. The Contractor is entitled to transfer its rights and obligations under the Agreement to a third party, including in the event of a transfer of undertaking.
- The Contractor records telephone conversations to verify the agreements that they and the Client have made and to prevent misunderstandings about this. Recorded telephone conversations are also used for evaluation and training purposes, for example to check whether the Client has been properly addressed. If there is a difference of opinion about what has been said in a recorded conversation, the Client will be given the opportunity to listen to the recording or to view a transcript thereof. Contractor reserves the right to charge a fee for this.
- The Contractor is entitled to use the information in the Advertisement for other (online) expenses of the Contractor. If the Client does not appreciate such use, this must be stated in writing to the Contractor.
Article 5. Advertisement
- When supplying information or material for the Advertisement in the Edition, the Client is obliged to observe the (technical) delivery specifications and deadlines used by the Contractor.
- Client guarantees and ensures that the information and material in the Advertisement is always current and correct.
- If the Client wishes to make (address) changes to the Advertisement, these changes must be made known to the Contractor in writing. The contractor is not obliged to accept the changes and reserves the right not to implement the changes without further explanation of reasons. The Contractor will not use this authority on unreasonable grounds.
- The Contractor must always be in the possession of the material for the Advertisement on time. In the event that the material is not delivered on time, as a result of which the Agreement may be executed with a delay, the Client remains obliged to pay the agreed compensation within the agreed payment period.
- The Contractor has the authority at all times to refuse or withdraw an Advertisement without stating reasons if, in its opinion, the placement thereof could conflict with the interests of the Contractor. The interest of the Contractor will be at stake if, in the opinion of the Contractor, a statement or advertisement could lead to negative reactions from advertisers and / or the public or does not fit with the nature of the Contractor’s Edition.
- The Client cannot derive any rights from the page and category layout of the Contractor’s Edition or from the design, representation, ranking and organization of the Advertisement. The Client also agrees that the Advertisement may appear in the vicinity of listings or advertisements from competitors.
Article 6. Payment
- Payment must always be made by bank within fourteen (14) days after the invoice date, unless a different payment term has been agreed in writing.
- All amounts charged to the Client must be paid without discount or deduction. Client is not authorized to settle. The Client is furthermore not entitled to suspend any payment obligation towards the Contractor. The contractor may at any time require payment in advance or security.
- If the Client fails to pay an invoice on time, the Client will be in default by operation of law. In that case, all claims, for whatever reason, from the Contractor to the Client are immediately due and payable. In addition, the Contractor has the right to suspend its obligations towards the Client from that moment.
- The client will then owe a contractual interest to be calculated from the invoice date of one and a half percent (1.5%) per month, whereby part of a month is counted as a full one.
- If the Client has not yet paid the amount due including interest after the expiry of a further payment period set in writing, it is obliged to fully reimburse the Contractor for the extrajudicial and legal costs to be incurred. The extrajudicial costs to be reimbursed by the Client amount to 15% of the principal sum with a minimum of EUR 250 (two hundred and fifty Euro), unless the Contractor demonstrates that the actual extrajudicial costs of the Contractor are higher, in which case the Client is obliged to pay the actual extrajudicial costs. to meet the Contractor’s costs.
- Every amount that the Contractor receives from the Client will first of all be used to pay interest and costs.
Article 7. Duration and termination of the agreement
- The agreement is entered into for a minimum contract period as described in the agreement.
- If the agreement is not terminated in writing by registered letter within the initial contract period, with due observance of a three-month cancellation period, the agreement will be extended with the same duration as that of the initial contract period, whereby another one-month cancellation period will apply.
- Cancellation will take place without calculation of administration costs.
- The Contractor’s claims against the Client are immediately and in full claimable in the following cases: non-compliance, late and / or incomplete compliance with the (payment) obligations on the part of the Client, whether or not followed by a judicial or extrajudicial (collection) procedure, or in the case of termination on the part of the Contractor because the Client does not comply with any (payment) obligation pursuant to the agreement concluded between the parties, or if after the conclusion of the agreement there are circumstances come to know that gives the Contractor good reason to fear that the Client will not fulfill his obligations. The Client will then also owe the outstanding invoice amounts, as well as any additional costs.
– In the aforementioned cases, the Contractor is entitled to suspend further performance of the agreement, or to dissolve the agreement, without prejudice to the Contractor’s right to claim damages.
- If circumstances arise with regard to persons and / or material which the Contractor uses or is likely to use in the performance of the agreement, which are of such a nature that the performance of the agreement is impossible or so objectionable and / or disproportionately expensive if compliance with the agreement can no longer reasonably be required, the Contractor is authorized to dissolve the agreement in whole or in part.
Article 8. Intellectual Property Rights
- Client guarantees that the material supplied by or on behalf of it for the purpose of listing or advertisement does not in any way infringe the rights of third parties and that the Contractor is free to place a listing or advertisement based on this.
- Intellectual property rights on material supplied by the Client for the purpose of a listing or advertisement in a Contractor Edition are vested in the Client.
- The Client provides the Contractor with a non-exclusive, non-transferable right of use of the material for the performance of the Agreement.
- All copyrights and database rights with regard to the design of the Advertisement and the design and composition of the Edition are vested in the Contractor.
Article 9. Disclaimer
- The Client shall indemnify the Contractor, without any reservation, both in and out of court, against all claims from third parties in connection with the implementation of the Agreement, including all claims by third parties with regard to alleged infringement of rights with regard to the content of a listing or advertisement in a Contractor Edition. The Client will fully compensate the Contractor for all direct damage, consequential damage including indirect damage, business damage and immaterial damage and all costs including the full costs of legal assistance.
Article 10. Force majeure
- If the Contractor is unable to meet its obligations towards the Client due to a non-attributable shortcoming (force majeure), the fulfillment of those obligations will be suspended for the duration of the force majeure situation. If the force majeure situation lasts for 30 days, both parties have the right to dissolve the Agreement in whole or in part in writing, insofar as the force majeure situation justifies this. In the event of force majeure, the Client is not entitled to any (damage) compensation, even if the Contractor would have any benefit as a result of the force majeure.
- Force majeure is understood to mean any circumstance independent of the will of the Contractor, as a result of which the fulfillment of its obligations towards the Client is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected of the Contractor, irrespective of whether those circumstances at the time the conclusion of the Agreement. These circumstances also include: natural disasters, war, obstructions in transport, stagnation of delivery by public utilities, fire, machine breakdown or other accidents, restrictive measures by the government, non-delivery of necessary materials by third parties, intent or gross negligence of auxiliaries , strikes and exclusions, blockade, riot, stagnation or other problems, technical malfunctions and other similar circumstances. The Contractor will inform the Client as soon as possible of a (potential) force majeure situation.
Article 11. Liability
- The Contractor will execute the Agreement to the best of its ability and in accordance with the standards applicable in the sector. Contractor is not liable for damage suffered by Client, unless this damage was caused by intent or gross negligence on the part of Contractor.
- The contractor is only liable for direct damage where appropriate. The Contractor is in no way liable for consequential damage that the Client may suffer with regard to the performance of the Agreement, including indirect damage, business damage and immaterial damage. If the Contractor should be liable, then the liability is limited to the invoice value of the Agreement.
Article 12. Dissolution
- If the Client does not, not fully or not timely fulfill the Agreement, or in one of the cases mentioned in the following paragraph, all claims of the Contractor against the Client, for whatever reason, are immediately and fully claimable and the Contractor is authorized to suspend from the implementation of each Agreement and / or until full or partial dissolution of any Agreement. The foregoing does not affect the Contractor’s other rights under the law or the Agreement.
- In the event of (provisional) suspension of payment, bankruptcy, cessation or liquidation of (the business of) the Client, the Contractor has the right to immediately terminate all Agreements.