5. AVAILABILITY

5.1 Whilst we use reasonable endeavours to ensure access to the Website is available 24 hours per day 7 days per week, we cannot guarantee that such access will be uninterrupted or error free and either us or our agents may take the Website offline when in our reasonable opinion it is necessary to do so to facilitate improvements to or maintenance (including, without limitation, maintenance of security) of the Website or the Services.

5.2 Wherever practical we will give you notice of any scheduled maintenance or interruptions to access to the Website by posting notification of such maintenance or interruption on the Website.

5.3 You acknowledge that in any event we shall have no responsibility for any interruptions to access to the Website arising out of:

5.3.1 factors outside our reasonable control;

5.3.2 any of your acts or omissions or any end users or any third parties;

5.3.3 any failure of any telecommunications system.

6. LIMITATION OF LIABILITY

6.1 The following provisions set out our entire financial liability (including, without limitation, any liability for the acts and omissions of employees) in respect of any breach of our contractual obligations arising under the Contract, any representation, breach of statutory duty, statement or tortious act or omission (including, without limitation, negligence) arising under or in connection with the Contract (“Event of Default”).

6.2 All warranties, conditions and other terms implied by statute or common law (except for the conditions implied by section 3 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
6.3 Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation.
YOUR ATTENTION IS DRAWN TO THE PROVISIONS OF CONDITIONS 6.4 & 6.5 & 6.6

6.4 Our total liability for an Event of Default be limited to £10,000.

6.5 We shall not be liable to you for any special, indirect or consequential loss or damage (including, without limitation, loss or damage suffered as a result of an action brought by a third party (whether for loss of profit, contracts or business, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract even if such loss was reasonably foreseeable or we had been advised of you incurring it.

6.6 You acknowledge that you are responsible for the content of your contact details and the text you supply to us. You therefore agree that (to the fullest extent permitted by law) we have no liability to you for such details or text including for any breach of any UK or EU law or regulation in force in any jurisdiction in which the Website is or may be accessed.


7 TERMINATION

We shall be entitled to terminate the Contract by written notice, effective immediately, if:-

7.1 you commit any material breach of any of the provisions of the Contract and (in the case of a breach capable of remedy) you fail to remedy it within 14 days after receipt of written notice giving full particulars of the breach and requiring it to be remedied;

7.2 an encumbrancer takes possession or a receiver is appointed over any of your property or assets;

7.3 you make any voluntary arrangement with your creditors or become subject to an administration order;

7.4 you go into liquidation (except for the purpose of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on you under the Contract; or

7.5 anything analogous to any of the above under the law of any jurisdiction occurs in relation to you.

8 GENERAL

8.1 The obligations of each party under this agreement (other than an obligation to pay money or requirement that you comply with Clause 4) shall be suspended (without liability to the other party) during the period and to the extent that that party is prevented or hindered from complying with such obligations by any cause beyond its reasonable control. In such circumstances, the party concerned shall give notice of the suspension as soon as reasonably possible to the other party setting out the date, nature of the suspension and its cause. The failure to give this notice will mean that the right to the suspension is lost. Any party whose obligations have been suspended shall resume the performance as soon as reasonably possible once the cause no longer affects performance and shall notify the other party. In the event that the cause continues for more than six months either party may terminate this agreement by giving the other party 30 days’ notice.

8.2 You may not assign the Contract or your obligations under it without our prior written consent.

8.3 If we do not exercise or enforce any right under the Contract, it shall not be deemed to be a waiver of that right nor prevent our exercise or enforcement of it subsequently.

8.4 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.

8.5 The parties to the Contract do not intend that any term of it will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

8.6 A notice or other communication under this Agreement shall be in writing and shall be delivered in person or sent by post, fax to the address of the relevant party as set out in [ ] or another address notified in accordance with this clause. Any notice or other communication shall be deemed to have been received if, delivered in person, immediately, if sent by post, 2 days after posting and if sent by fax, upon the date of transmission provided that proof of transmission can be provided.

8.7 This agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts.

General Terms and conditions

1 DEFINITIONS

1.1 In these Conditions, the following words shall have the following meanings:
Business Categories: the business categories on the Database set out in Schedule 2 as varied by us from time to time;
Contract: the agreement between us and you for the sale and purchase of a Preferred Position subject to these Conditions;
Contract Date: the date when you receive our acknowledgement (as referred to in clause 2.1);
Database: online databases of businesses categorised by Geographical Area and Business Categories;
Fees: the fees payable by you in relation to each Preferred Position purchased as set out in clause 3.1 and as varied by us in accordance with clause 3.2;
Geographical Areas: the geographical areas on the Database set out in Schedule 1 as varied by us from time to time;
Preferred Positions: the 5 top slots generated by the Database in any Business Category in a Geographical Area;
Services: an online directory and search system for the generation of contact details for businesses categorised according to the Business Categories and Geographical Areas.
Website: our website with the url:www.3clicks.co.uk
Year: a 12 month period beginning on the Contract Date and each anniversary of it for as long as the Contract remains in force.

1.2 References to clauses and schedules are to the clauses of and schedules to this agreement.

1.3 References to the singular include the plural and vice versa;

1.4 Headings shall be ignored in interpreting these Conditions.

2. THE CONTRACT

2.1 Orders placed by you can only be taken to have been accepted by us on receipt of our acknowledgement of order. The date of such acknowledgement will be the Contract Date.

2.2 The Contract will begin on the Contract Date and will run for a minimum period of 2 years. It will then continue automatically unless either of us gives at least 60 days notice of termination (such notice to expire on an anniversary of the Contract Date).

2.3 The Contract sets out the whole agreement between us and is subject to these Conditions to the exclusion of all other terms and conditions.

2.4 These Conditions can only be varied if one of our authorised signatories expressly agrees to this in writing. Nothing will, however, exclude or limit our liability for fraudulent misrepresentation.

3. FEES AND PAYMENT

3.1 The Fees for the purchase of each Preferred Position are as set out below, and are payable annually in accordance with clause 3.3:-
Preferred Position No 1 £100 per year per Business Category per Geographical Area;
Preferred Position No 2 £80 per year per Business Category per Geographical Area;
Preferred Position No 3 £60 per year per Business Category per Geographical Area;
Preferred Position No 4 £40 per year per Business Category per Geographical Area;
Preferred Position No 5 £20 per year per Business Category per Geographical Area.

3.2 We may increase the Fees after the minimum period set out in clause 2.2 by giving you at least [90] days notice (such notice to expire on an anniversary of the Contract Date).

3.3 Payment of the Fees in relation to the first Year of the Contract are due 14 days from the Contract Date. Payment of the Fees in subsequent Years are due 14 days from the anniversary of the Contract Date for each Year in which the Contract remains in force.

3.4 Time for payment shall be of the essence.

3.5 All Fees, once paid, are non-refundable.

3.6 All payments payable to us under the Contract prior to termination shall become due immediately upon termination of this Contract despite any other provision.

3.7 Each Contract shall be a separate and distinct Contract and you will make all payments due under it without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

3.8 Where VAT is payable, you will pay the applicable amount in addition to and at the time of payment of the Fees.

3.9 The Preferred Position will not be displayed on the Website until we have received full payment of the Fees in cleared funds. In the second and each subsequent Year we reserve the right to remove your Preferred Positions from the Website if you fail to pay the Fees in accordance with clause 3.3.

3.10 In the event that you fail to pay the Fees within the periods set out in clause 3.3, we reserve the right to claim from you;

3.10.1 all costs that we incur in recovering the Fees due to us (including, without limitation, legal fees and fees incurred in instructing debt collecting agencies);

3.10.2 interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the rate of 8% above the base rate of the Bank of England in force from time to time both before and after any judgment.

4. APPROVAL AND ADVERTISEMENT

4.1 When a Contract has been confirmed in the manner set out in clause 2.1, we will send you the contact details which we hold for you and which we understand are to be displayed at the
Preferred Position.

4.2 Within 8 days of our sending the details referred to in clause 4.1, you will;
4.2.1 notify us of any discrepancy between the details supplied by us and your actual contact details; and

4.2.2 supply us with text to be published with the contact details at the Preferred Position.

4.3 The text referred to in clause 4.2.2 shall;

4.3.1 not exceed [ ] words;

4.3.2 accurately describe the goods and/or services offered by you;

4.3.3 be appropriate to the Preferred Position taking into account the Geographical Areas and Business Categories;

4.3.4 comply with all UK and EU laws and/or regulations relating to the advertisement or supply of the relevant goods and services including any advertising codes;

4.3.5 not be indecent, discriminatory, misleading, dishonest, in bad taste or likely to attract complaints; and

4.3.6 not infringe any intellectual property rights of any third party.

4.4 We shall have the right (but shall not be required) to approve such text that you supply pursuant to clauses 4.2 and 4.3 and we shall have the right to amend or edit such text as we, in our reasonable opinion think appropriate.

4.5 We will inform you when the Preferred Position is displayed on the Website. Within 10 working days of receiving the notification you must notify us of any matter or thing which you believe is not in accordance with the Contract (including, without limitation, an incorrect Preferred Position, an incorrect listing according to Geographical Areas or Business Categories or a discrepancy in the information posted on the Website and the information referred to in clause 4.2).

4.6 We undertake to use our reasonable endeavours to correct any errors that you notify to us pursuant to clauses 4.2 and 4.5, where we reasonably believe appropriate to do so, as soon as reasonably possible. For the avoidance of doubt we shall have no obligation to correct anything in breach of clause 4.3. We may, at your request, make amendments to your Preferred Position, listing, text or details but shall not be required to do so. Any such amendments shall be charged to you at our standard rates for such work.

4.7 If you do not give notice within the periods stated at clauses 4.2 and 4.5 it shall conclusively be deemed that the Preferred Position and accompanying text or details is in all respects in accordance with the Contract. If any updates are required, you will notify us of these as soon as reasonably practicable.

4.8 You must ensure that at all times the contact details and any text that you supply pursuant to clause 4.2 and any information that you supply pursuant to clause 4.5 is complete and accurate and complies with clause 4.3.

4.9 Notwithstanding anything else in this agreement, we reserve the right to remove you from a Preferred Position or remove text or details of the Preferred Position without notice and without liability to you if;

4.9.1 It is not positioned appropriately taking into account the Geographical Areas and Business Categories; or

4.9.2 we believe, in our reasonable opinion, that it is indecent, discriminatory, misleading, dishonest, in bad taste or likely to attract complaints; or

4.9.3 we, at any point reasonably believe that it does not comply with applicable laws and regulations; or

4.9.4 it breaches or (in our reasonable opinion), is likely to breach the intellectual property rights of a third party; or

4.9.5 we believe, in our reasonable opinion, that it adversely reflects on us, our goodwill or our business.

4.10 We may, in our absolute discretion, transfer the Preferred Position to the appropriate category taking into account the Geographical Areas and the Business Categories where we reasonably believe that your Preferred Position is not appropriate PROVIDED THAT the appropriate Preferred Position is available in the appropriate category having regard to the Geographical Areas and Business Categories.

YOUR ATTENTION IS DRAWN TO CLAUSE 4.11 BELOW

4.11 You agree to indemnify us against all direct and indirect, special or consequential claims, liabilities, proceedings, losses, costs and expenses resulting from any breach by you of this clause 4.