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UpMyStreet.com Subscription Agreement
These are the terms on which You can subscribe to the premium listing service provided via UpMyStreet.com as provided by UpMyStreet.com Limited of 111 Buckingham Palace Road, Victoria, London SW1W 0SR.
If You wish to use UpMyStreet.com on the terms set out below, please click the "I accept" button below, to acknowledge acceptance of these terms. These terms will then govern the relationship between You and Us and any use which You make of UpMyStreet.com.
If You do not accept the terms and conditions laid down in this Agreement, please do not use or subscribe to the Service.
DEFINITIONS:
In this Agreement the following terms will have the following meanings:
Agreement these terms and conditions, the Order Form and any other parts of UpMyStreet.com incorporated by reference;
Content the material and information contained on UpMyStreet.com;
Instruction a job in respect of which You become instructed by a Potential Customer;
Intellectual Property Rights all copyrights, patents, registered and unregistered design rights, database rights, topography rights, domain names, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other Intellectual Property Rights in all parts of the world;
Internet Service Provider an entity providing broadband or other connectivity to the internet;
Lead an enquiry that You receive from a Potential Customer;
Netiquette generally accepted standards of conduct relating to use of the internet including, without limitation, not sending SPAM (unsolicited mass e-mail), not impersonating another person, and not misrepresenting oneself to have authorisation from another person when one does not;
Order Form the section of UpMyStreet.com website in which further details of the Service, Subscription Fees [and modality of payment] are provided - http://www.upmystreet.com/findmynearest/premium-listings/index.html;
Potential Customer a person who is looking to find a Service Provider and searches for such entity on UpMyStreet.com;
Ranking the position at which You appear in the Search Results;
Search Results the results generated when a Potential Customer searches for a Service Provider via UpMyStreet.com;
Service the inclusion of Your Details in the Search Results as set out in more detail in Clause 1 below;
Service Provider an entity providing the Premium Listing service that You have selected in the Order Form;
Software all software and any electronic user interface used by Us to provide the Service;
Start Date the start of the initial Subscription Period;
Subscription Fees the annual fees payable for the provision of the Service to You;
Subscription Period the period(s) in respect of which You pay the Subscription Fees;
We UpMyStreet.com Limited and "Us" and "Our" will be interpreted accordingly;
You the Service Provider hereby subscribing to the Service and whose details are set out in the Order Form and "Your" will be interpreted accordingly;
Your Details the telephone number, physical and email addresses and website address which You provide to Us;
You the service provider subscribing to the Service and whose details are set out in the Order Form.
1. SERVICE
1.1 In consideration of payment of the Subscription Fees, We will use our reasonable endeavours to procure that during the Subscription Period Your Details will be included in the Search Results generated to Potential Customers looking for a Service Provider.
1.2 We do not guarantee what Ranking You will have in the Search Results but the search engine technology which We use is intended to ensure that the details of each of Our subscribers appear in a high Ranking in certain Search Results as set out in more detail at http://www.upmystreet.com/findmynearest/premium-listings/index.html.
1.3 We do not warrant that You will receive any Instructions as a result of Your subscription to the Service or that Your Details will appear in all Search Results.
1.4 Where You are a company or partnership, the person entering the details in the Order Form and thereby accepting this Agreement represents that s/he is authorised by You to accept this Agreement for and on behalf of You, and to bind You thereby.
2. PAYMENT
2.1 Payment of the Subscription Fees shall be made in full by You in advance of the Start Date as explained here http://www.upmystreet.com/findmynearest/premium-listings/index.html.
2.2 We may increase the Subscription Fees at any time at least 12 months after the Start Date in respect of any forthcoming Subscription Period and will email You notice thereof at least 1 month prior to the expiry of the then current Subscription Period.
3. SERVICE ACCESS AND CONTENT
3.1 We anticipate that, subject to Clauses 3.2, 7.2 and 11.1, the Service will normally be available 24 hours a day throughout the Subscription Period. We reserve the right to suspend the Service temporarily without notice and without liability for reasons beyond Our control.
3.2 We reserve the right to make modifications or improvements to the Service and will not be liable for any interruptions to the Service which result therefrom.
3.3 We are not responsible for the direct or indirect consequences of any ratings which may be posted on UpMyStreet.com either by Us or users of UpMyStreet.com.
3.4 All Content and information provided by Us or included in UpMyStreet.com is provided in good faith but We are not responsible for any errors therein.
4. COMPLIANCE AND CONDUCT
4.1 You must at all times comply in all respects with the Data Protection Act 1998 and any successor legislation.
4.2 You must at all times during Your subscription to UpMyStreet.com be a member of and adhere to the rules of a recognised trade body or association which regulates the qualifications and conduct of entities working in Your profession and must immediately inform Us if You cease to be a member of or are reprimanded by such body in which case this Agreement shall be automatically terminated without any right to refund of Subscription Fees.
4.3 You warrant that You will only use the Service for lawful purposes.
4.4 You must at all times observe and adhere to Netiquette.
5. PROHIBITED ACTIVITIES AND INDEMNITY
5.1 You shall not send Potential Customers any form of mailshot whether by email or post unless the Potential Customer has indicated in writing that it is happy to receive such communications from You and on each occasion that You send any such communication, You shall clearly inform the Potential Customer how it can opt out of receiving any further such communications from You.
5.2 You must not share Leads with any third party.
5.3 You hereby indemnify and hold Us harmless from and against any and all losses, costs, actions, proceedings, claims, damages, expenses, including reasonable legal costs and expenses, or liabilities whatsoever suffered or incurred by Us directly or indirectly in consequence of Your breach or non-observance of these terms and conditions.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 You acknowledge that You obtain no copyright or other right in the nature of copyright or any other Intellectual Property Right whatsoever in the Service or UpMyStreet.com or in the Software or Content by virtue of this Agreement.
6.2 In the event that Your Details include any logo or trademarked content, You hereby warrant to Us that You are the owner of the relevant Intellectual Property rights and authorise Us to use the same for the purpose of the provision of the Service.
7. WARRANTIES AND LIMITATION OF LIABILITIES
7.1 The Service is supplied to You on an "as is" basis and neither UpMyStreet.com nor the Software or nor any part thereof has been written to meet Your individual requirements. It is Your sole responsibility to satisfy Yourself prior to entering this Agreement that the Service will meet Your requirements. We make no warranty or representation in that respect and no failure of any part or the whole of the Service to be suitable for Your requirements shall entitle You not to accept the same or give rise to any right or claim against Us.
7.2 We will have no liability of any kind for interruptions to the Service arising directly or indirectly from:-
i. interruptions to the flow of data to or from UpMyStreet.com and other portions of the internet;
ii. changes to the server hosting UpMyStreet.com (including the implementation of any necessary upgrades and operating system patches) and other housekeeping tasks which need to be carried out;
iii. changes, updates or repairs to the network or Software which We use as a platform to provide the Service
iv. the effects of the failure or interruption of services provided by an internet Service Provider or any other third parties;
v. factors outside of Our reasonable control;
vi. Your actions or omissions (including, without limitation, breach of Your obligations set out in this Agreement) or of any third parties;
vii. Your equipment and/or third party equipment.
7.3 Whilst We make all reasonable attempts to exclude viruses from UpMyStreet.com, We cannot ensure such exclusion and no liability is accepted for viruses.
7.4 We are not liable for any indirect loss, consequential loss, loss of profits, goodwill or data howsoever arising suffered by You and arising in any connection with this Agreement, whether or not the possibility of such loss has been discussed by the parties pre-contract.
7.5 We will have no liability for any liability which any Potential Customer or any other third party may have to You.
7.6 We make no express representations or warranties to the effect that UpMyStreet.com is free of errors or omissions or that the Service will be uninterrupted or error free.
7.7 Our aim is to generate more business for You but We do not warrant that this will occur.
7.8 Our aggregate maximum liability to You in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 7.1 -7.7 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to five times the most recent Subscription Fee paid by You at the time of any such claim.
7.9 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from Our negligence or that of Our appointed agents.
8. THIRD PARTY AGREEMENTS AND ADDITIONAL SERVICES
8.1 You may enter into agreements with Potential Customers who locate You via UpMyStreet.com. Without prejudice to Your obligation to pay Subscription Fees, We will have no involvement in or liability in respect of these agreements and You are advised to take proper independent legal advice in respect of any such agreements. You agree to indemnify Us and hold Us harmless in respect of any claim made by any Potential Customer against Us in respect of any dealings it has with You, including, without limitation, any contractual relationship into which it enters with You.
9. TITLE AND ASSIGNMENT
9.1 Neither this Agreement nor any of Your rights and obligations hereunder may be assigned, transferred, charged, sub-licensed, delegated or disposed of in whole or in part on a temporary or a permanent basis without Our prior written consent.
10. TERM AND TERMINATION
10.1 Subject to the provisions of Clause 4.2 and this Clause 10, this Agreement will continue for the period in respect of which the Subscription Fees have been paid.
10.2 We may terminate this Agreement at any time immediately by written notice to You in the event of an irremediable breach by You of this Agreement, or after You, in Our reasonable opinion, have failed to remedy a remediable breach of this Agreement within 14 days of being given notice to do so. No refund of any unused element of a Subscription Fee shall be due on termination.
10.3 In the event of termination of this Agreement, You shall cease to have any rights or licence in respect of any part of the Service.
10.4 Termination of this Agreement shall be without prejudice to the parties' other rights or remedies.
11. GENERAL
11.1 Force Majeure
Neither party shall be liable for any loss suffered by the other or be deemed to be in default for any delays or failures in performance (other than failure to make payments) hereunder resulting from acts or causes beyond its reasonable control.
11.2 No Waiver
Any delay or forbearance by Us in enforcing any provisions of this Agreement or any of Our rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.
11.3 Entire Agreement
This Agreement (as defined above) constitutes the entire agreement between the parties.
11.4 Severability
If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect..
11.5 Notices
Any notice given pursuant hereto may be sent by pre-paid registered letter or recorded delivery to the addresses given above or in the Order Form. Such notice shall be deemed to have been duly served upon and received by the addressee 48 hours after the envelope containing the same shall have been put into the post correctly addressed and pre-paid. Notice of termination may also be given by email and will be deemed effective 24 hours after despatch. We shall be entitled to use the email address provided by You as part of Your Details and it is Your responsibility to update Us in writing if this changes. Our email address for these purposes shall be premiumlistings@upmystreet.com.
11.6 Governing Law
This Agreement shall be governed by the laws of England and Wales and the parties thereto submit to the exclusive jurisdiction of the Courts of England and Wales.
