Smileon2.co.uk is a trading name for Smile-Orange Limited and provides a service for businesses to advertise in an on line directory. All services provided by Smileon2 are subject to these terms and conditions
1 Definitions and interpretation
1.1 In these conditions these words shall have the following meanings:
‘the Business Entry’
means the text, images and other materials that advertise the Client’s business on the Website
‘the Client’means any business placing with the Company an order for the provision of a Business Entry on the Website;
‘the Company’ means Smile-Orange Limited
‘On Line Forum means an online forum that Clients will be able to access to make postings about their business
‘Intellectual Property Rights’
means any and all trade marks, rights in designs, get-up, trade,
business or domain names, copyrights, future copyrights, patents, rights in databases (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing) rights in inventions, know how, trade secrets and other confidential information and all other intellectual property rights of a similar or corresponding nature that may now or in the future subsist in any part of the world
‘the Services’ means the Services as described in clause 2
‘the Users’ means users of the Website
‘the Website’ means www.
1.2 Headings are used in these terms and conditions for the convenience of the parties only and shall not be incorporated into these terms and shall not be deemed to be any indication of the meaning of the clauses to which they relate.
2 Services
2.1 The Company shall provide the following services:
2.1.1 The Company shall publish on its Website the Client’s Business Entry
2.1.2 The Company shall provide a method to the Client to allow the Client to amend or update its Business Entry via the Company
2.1.3 The Company shall allow Clients to link their own websites to their Business Entry on the
Website
2.1.4 The Company shall provide a means for Users to search and view all Business Entries on the Website.
2.1.5 The Company shall provide an on line forum for all Clients to exchange ideas and information about their businesses.
3 Charges and Payment
3.1 The Client will be informed of the cost to the Client of placing a Business Entry on the Website at the time they place an order.
3.2 Whether a client is eligible for any promotional rate is within the sole discretion of the
Company.
3.3 The Client will be informed of the cost to the Client of making any amendment to the Business Entry at the Client’s request at the time they request the amendment.
3.4 No Business Entry will appear on the Website until the initial charge has been paid.
3.5 Clients may renew their Business Entries for multiple periods on payment of the appropriate charge for each period.
3.6 Payment shall mean the receipt by the Company at its principal place of business (or elsewhere as it may direct) of cash or a cheque or at its bank of money transferred electronically or through the clearing banks' giro credit system.
3.7 Where the Company has agreed to invoice the Client for further periods each invoice must be paid within 10 days. The Client’s failure to pay any charge when due may result in the Business Entry being removed from the Website.
3.8 The Company is entitled to charge interest on any late payment such interest to be charged at 3% above the base rate of [Bank] accruing from day to day (including the day on which payment was due) both before and after judgment.
3.9 All charges are exclusive of VAT which, if required, will be paid by the Client at the rate and in the manner for the time being prescribed by law
4 Company’s obligations
4.1 The Company will:
4.1.1 exercise reasonable care in compiling the Website;
4.1.2 use reasonable endeavours to make the Website available to Clients and Users at all times; and
4.1.3 use reasonable endeavours to notify the Client of any changes required to the Website or the Client’s Business Entry
5 Terms
5.1 The placing of an order for the displaying of a Business Entry insertion shall amount to an acceptance of these conditions and any conditions stipulated on an order form or elsewhere by the Client shall not be applicable to the agreement between the parties.
5.2 The Company reserves the right at any time without notice:
5.2.1 to revise the content of the Website; or
5.2.2 to alter or amend the range the services offered by the Company; or
5.2.3 these terms and conditions.
5.3 Any changes to these terms and conditions will be posted on the Website and by continuing to use the Website or Services following any such change the Client signifies that it agrees to be bound by the revised terms and conditions of use.
6 Online Forum
6.1 Any Client that places an order for a Business Entry on the Website and complies with all its obligations with regard to payment of fees and charges will be entitled to access the On Line Forum
6.2 All Clients will be provided with a username and password which will allow them access to the On Line Forum.
6.3 The username and password will be for the individual responsible for placing the Business Entry. The Company in its sole discretion may issue further username and passwords to any organisation if requested. All usernames and passwords are specific to each individual and should be kept confidential at all times.
6.4 The Company reserves the right to:
6.4.1 Remove any posting from the On Line Forum that Company considers (in its sole discretion) to be inappropriate, offensive or defamatory.
6.4.2 Disable any username and password if the Client has not complied with its obligations under these terms or breached any of the terms
6.4.3 Disable any username and password where the specific account has been used for any inappropriate, offensive of defamatory activity or postings
6.5 Clients are entitled to use the On Line Forum for any purpose they see fit (subject to the restrictions set out above). However all Clients are encouraged to use the On Line Forum for the purposes of exchanging information about their businesses, requesting information from other businesses, networking and notifying other Clients of any special promotions of offers in relation to their products and services.
7 Company’s Powers
7.1 The Company reserves the right to remove any Business Entry that:
7.1.1 Infringes the Intellectual Property Rights of any third party;
7.1.2 Is deemed offensive (in the sole discretion of the Company)
7.1.3 Is illegal or becomes illegal or breaches any regulatory code
8 Client’s obligations
8.1 In return for the services the Client agrees to pay the charges when due without set off.
8.2 The Client warrants to the Company that the text, images and other materials to be included in the Client’s Business Entry:
8.2.1 are true and accurate
8.2.2 will not infringe the Intellectual Property Rights of any third party;
8.2.3 will not defame any living person
8.2.4 will not damage the reputation of any business
8.2.5 will comply with all relevant statutes, legislation, laws and other regulations that are relevant to advertising (e.g. Advertising Standard Authority rules) or the subject matter of the Client’s
Business
8.2.6 will be (where the materials are in electronic format) free from all malicious code including but not limited to viruses, trojan horses and worms.
8.3 Clients are reminded that although the Website is primarily intended for Users looking for businesses it is open to access for all users of the internet which may include minors.
9 Indemnities
9.1 The Client undertakes that it will indemnify the Company and keep the Company fully indemnified against all actions, claims, proceedings, costs and damages (including any damages or compensation paid by the Company on the advice of its legal advisers to compromise or settle any claim) and all legal costs or other expenses arising out of any breach by the Client of these terms and conditions or out of any claim by a third party based on any facts which if substantiated would constitute such a breach.
10 Limitations of Liability
10.1 Except in the case of death or personal injury caused by the Company’s negligence, the Company's liability under or in connection with these terms and conditions, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the sum of the charges paid by the Client for provision of the Services.
10.2 The Company shall not be liable to the Client in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Client of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
10.3 The Company is providing this site on an 'as is' basis and makes no representations or warranties of any kind with respect to the Website or its contents and disclaims all such representations and warranties. In addition, the Company makes no representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and related graphics published in the Website. The information contained in the Website may contain technical inaccuracies or typographical errors. All liability of the Company howsoever arising for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.
10.4 Given the nature of the internet the Company does not warrant that the Client or Users will be able to access the Website created by the Company at any particular time. The Company’s services are provided on an 'as-is, as-available' basis. The Client acknowledges that the need for routine maintenance and error correction may result in down time and that the Company cannot control the timing or volume of attempts to access the Company's server.
11 Intellectual Property Rights
11.1 All Intellectual Property Rights in the Website are owned by the Company or other third parties. Permission is granted to electronically copy and print in hard copy portions of the Website solely for information purposes. Any other use of materials on the Website site (including reproduction for purposes other than those noted above and alteration, modification, distribution, or republication) without the Company’s prior written permission is strictly prohibited.
11.2 The Client shall be entitled to keep all Intellectual Property Rights that exist in the materials provided to the Company for insertion into Business Entry
11.3 The Client hereby grants to the Company a perpetual royalty-free, irrevocable licence to copy, issue copies, display on the Website, communicate to the public, and make publicly any material that the Client up-loads or posts to the Website or sends to the Company for inclusion in the Client’s Business Entry. The Client acknowledges and agrees that such material is not up-loaded or posted subject to any obligation of confidence.
12 Confidential Information
12.1 The parties shall treat as confidential (and shall procure that its personnel and each of them treat as confidential) and shall not (and shall procure that their personnel and each of them does not) other than in the proper performance of the Services, use or disclose to any person, firm or company, any confidential information belonging to the other party or its clients, suppliers or customers, nor permit its use or disclosure.
13 Termination
13.1 Either party may cancel any Service being provided by the Company by giving the other party [1] month’s notice in writing.
13.2 The Company may terminate any agreement for the provision of the Services if the Client:
13.2.1 for any reason whatever suspends its performance of all or any part of the obligations under these terms; or
13.2.2 fails to proceed regularly and diligently to perform its obligations under these terms ; or
13.2.3 fails to pay any sum properly due under these terms; or
13.2.4 goes into liquidation whether compulsory or voluntary (except for the purposes of a bona fide reconstruction or amalgamation with the consent of the other party to this agreement such consent not to be unreasonably withheld); or
13.2.5 has an administrator, administrative receiver or receiver appointed over any part of its assets or undertaking,
then the Company may give but shall not be obliged to give a notice to the Client specifying the default. If the Client shall continue such default for 7 days or shall at any time thereafter repeat such default or the Company chooses not to give notice of default then without prejudice to any other rights of the parties the Company may by written notice immediately determine the agreement between the parties.
13.3 Termination of this agreement shall not affect any rights of the parties accrued up to the date of termination.
14 Waiver
14.1 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
15 Force Majeure
15.1 Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond the reasonable control of a that party.
16 Third parties
16.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement, this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
17 Notices
17.1 Any notices to be sent to the Company should be sent to:
17.1.1 [address]
17.1.2 [email]
17.1.3 [fax]
18 Governing Law
18.1 These terms and conditions shall be governed by and construed in accordance with the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.