Directory Enquiries Business Verification and Management Service Agreement

A The agreement

A1 These terms apply when a business, organisation or other person (the “Client”) buys the Directory Enquiries Business Verification and Management Service from Directory Enquiries Limited (“Directory Enquiries”, “we”, “us” or “our”). Directory Enquiries Limited is registered in England and Wales under company number 16193582. Its registered office is Independence House, Millfield Lane, Nether Poppleton, York, YO26 6PH. General enquiries may be sent to admin@directoryenquiriesuk.com.

A2 The “Directory Enquiries Business Verification and Management Service” or “Services” means the 12-month service supplied by Directory Enquiries Limited for reviewing, verifying and managing the Client’s business information, providing access to the Business Dashboard, processing and forwarding relevant customer enquiries, facilitating introductions between potential customers and the Client, and providing associated administration and support. The accepted order and these terms together form the “Contract”.

A3 We supply the Services on our own account. We do not act as the Client’s agent or as the agent of a person making an enquiry. We do not enter into, negotiate or perform any resulting contract between the Client and that person.

A4 These terms take priority over terms contained in the Client’s purchase order, acceptance letter or other document, unless we expressly accept those terms in writing.

A5 Section titles help the reader navigate this agreement. They do not affect its legal interpretation.

B Service activation and standard

B1 We will provide the Services with reasonable care and skill. We will use our best endeavours to keep the Services accurate and available to the Client throughout the contract period.

B2 For a new Contract, we will use reasonable endeavours to activate the Client’s access to the Services from the agreed start date.

B3 A minor error in an alert, match, forwarding or administration service does not entitle the Client to a refund. Periods when the Services are unavailable also do not entitle the Client to a refund, provided their combined duration does not exceed three calendar months during the relevant annual contract period.

B4 We may provide the Services through any website, system or platform maintained from time to time by us or by an associated company.

B5 We do not guarantee that information supplied with an enquiry, including contact details, requirements, budget, location or intentions, is accurate, complete, current or genuine. Nor do we guarantee the number, frequency, value, suitability or outcome of enquiries; that an enquirer will respond or proceed; or that an enquiry will produce a quotation, sale, contract, revenue or profit.

B6 We are not responsible for a delay or failure to provide the Services to the extent that it results from circumstances beyond our reasonable control. These may include failures of internet, hosting, telecommunications or utility services; cyberattacks; acts of government; industrial disputes; fire; flood; severe weather; epidemic; or other comparable events. We will use reasonable efforts to reduce the effect of the event and resume the affected Services when reasonably practicable.

B7 While the Services are active, the Client’s directory entry is included at no additional charge and the Client remains eligible to receive suitable enquiries. Expiry, cancellation, termination or refund ends access to the Services. The free public directory listing remains visible unless it is separately cancelled or removed for an independent listing-related reason. Relevant enquiries may be offered or forwarded to other registered businesses in the same category or service area.

B8 Verification means reviewing the business information held in our records and information supplied by the Client. It does not constitute an endorsement or guarantee of the Client, its services, qualifications, licences, financial position or suitability.

C Information and content supplied by the Client

C1 The Client must give us all information required to establish and administer its account and warrants that the information is true and accurate.

C2 If information supplied by the Client refers or links to a website, the Client warrants that the website’s content is lawful and free from criminal or tortious material or activity.

C3 The Client will indemnify us against all costs, claims and demands, wherever they arise, in connection with material it supplies or its use of the Services.

C4 The Client gives us and any associated company a non-exclusive, royalty-free licence during the Contract to store, copy, format, adapt and use the Client’s business name, trading name, logo, images, text, contact details and other material where needed to administer the Client’s account, handle enquiries, facilitate introductions and promote the Services. The Client warrants that it owns that material or has all permissions needed to grant this licence.

C5 We may reject or correct content, restrict or suspend access to the Services, or end the Contract where we reasonably believe that the Client has supplied false, incomplete or misleading information; lacks a licence, authorisation or insurance required for its work; has misused enquiry or customer information; has infringed another person’s rights; has acted unlawfully, improperly or abusively; has breached the Contract; or has generated serious complaints or legal, regulatory, security or reputational risk. Where reasonably practicable, we will state our reasons and allow the Client to correct the matter, unless immediate action is justified.

D Price, VAT and payment

D1 The annual administration fee covers the Directory Enquiries Business Verification and Management Service, including its associated administration, technology, platform operation and customer support. Charges must be paid within 14 days of the payment request or invoice. If payment is late, we may apply a late-payment charge and interest.

D2 All charges exclude value added tax. The Client must pay VAT in addition where it applies.

D3 We may change the price on an anniversary of the date the Client placed the order.

D4 The annual charge is for providing the Directory Enquiries Business Verification and Management Service and is not conditional on any number or outcome of enquiries. A lack of enquiries, responses, quotations, sales or contracts does not entitle the Client to withhold payment, receive a refund or end the Contract early, unless we materially fail to provide the Services.

E Service term and renewal

E1 The Contract runs for an initial period of 12 months from the date on which it takes effect.

E2 Unless Directory Enquiries receives written cancellation notice at least 30 days before the end of the current service period, the Contract will automatically renew for a further 12 months and the applicable annual administration fee will become payable.

E3 Expiry, cancellation or termination ends access to the Services. The free public directory listing remains visible unless it is separately cancelled or removed for an independent listing-related reason.

F Cancellation by the Client

F1 For a new Contract, the Client may cancel within seven working days after the date of the Contract by delivering written notice to us. We will return any amount the Client has paid for the Services.

F2 We will consider any other request to cancel or amend the Contract only when the request is made in writing.

G Our right to end the Contract

G1 We may end the Contract immediately by giving the Client written notice if the Client:

• (a) does not pay an amount due to us within 14 days after its due date;
• (b) has a receiver or administrative receiver appointed;
• (c) passes a resolution for winding up, except for a genuine solvent amalgamation or reconstruction;
• (d) becomes subject to an administration order;
• (e) enters into a voluntary arrangement with its creditors; or
• (f) ceases, or threatens to cease, carrying on business.

G2 Ending the Contract does not affect rights or liabilities already accrued. Any provision intended expressly or by implication to begin or continue after termination remains effective.

H Allocation of risk

H1 Our obligation, whether in contract, tort (including negligence), breach of statutory duty or otherwise, does not extend beyond a duty to exercise reasonable care and skill.

H2 Except as stated in these terms, we have no liability unless the loss is caused by our negligence or wilful default, or that of our employees or agents. All other express, implied, statutory or other conditions, warranties and terms are excluded to the fullest extent permitted by law.

H3 We are not liable in contract, tort (including negligence), breach of statutory duty or otherwise for indirect, consequential or economic loss. This includes loss of business, data, use of equipment or facilities, profit, future contracts or anticipated savings.

H4 For any single event or connected series of events, our total liability arising from or connected with the Services or products is limited to the cost of providing the Services.

H5 Every exclusion and limitation in this section operates separately. If one is inapplicable or unreasonable, the others remain effective. This section continues after the Contract ends.

H6 Nothing in the Contract excludes or limits liability that the law does not allow us to exclude or limit, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

I Statements and validity

I1 The Client confirms that it has not relied on a representation, arrangement, understanding, term or agreement, whether written or oral, that is not expressly included or referred to in the Contract. Except where the Contract expressly provides otherwise or the law imposes a term, all such matters are excluded to the fullest extent permitted by law.

I2 If a provision is invalid under an applicable statute or rule of law, it is treated as omitted only to the necessary extent. The remainder of the Contract continues in force.

J Notices

J1 A notice must be delivered by hand or sent by post to the address stated for the receiving party in the Contract.

J2 A notice is treated as served:

• (a) when delivered, if delivered by hand;
• (b) 48 hours after posting, if sent by first-class prepaid post between addresses in the United Kingdom;
• (c) five days after posting, if sent by prepaid airmail to or from an address outside the United Kingdom.

K Disclosure and governing law

K1 We may advertise or otherwise disclose the terms of the Contract, except to the extent that the Client has reasonably raised a prior written objection.

K2 English law governs the Contract and the English courts have non-exclusive jurisdiction.

Independence House
Millfield Lane
Nether Poppleton
York
YO26 6PH