Terms & Conditions

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF clause 7.

1.              Interpretation

1.1            Definitions:

Acceptance: the acceptance or deemed acceptance of the Site by the Customer pursuant to clause 8.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.

Contract: the contract between Search4local and the Customer for the supply of Services in accordance with these Conditions.

Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Customer: the person or firm who purchases Services from Search4local.

Customer Default : has the meaning set out in clause 4.2.

Deliverables: the deliverables set out in the Order including all documents, products and materials developed by Search4local or its agents, subcontractors and personnel as part of or in relation to the Services in any form.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Materials: including but not limited to written content, logos, images, pictures, photographs, accreditations, qualifications and certification provided to Search4local by the Customer from time to time for incorporation in the Site.

Order: the Customer’s order for Services as set out in the Customer’s purchase order form or the Customer’s written acceptance of a quotation by Search4local, as the case may be.

Services: the services, including the Deliverables, supplied by Search4local to the Customer as set out in the Specification.

Site: the Customer’s website to be designed, developed and hosted by the Search4local.

Site Software: the software for the Site commissioned by the Customer as set out in the Specification.

Specification: the description or specification of the Services provided in writing by Search4local to the Customer.

Third Party Products: those third party software products used by Search4Local in the design and development of the Site including but limited to software, data and images.

Website Development Services: the design and development of the Site.

1.2            Interpretation:

(a)         A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b)         Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(c)         A reference to writing or written includes email.

2.              Basis of contract

2.1            The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2            The Order shall only be deemed to be accepted when Search4local issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3            Any samples, drawings, descriptive matter or advertising issued by Search4local, and any descriptions or illustrations contained in Search4local’s brochures or website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4            These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5            Any quotation given by Search4local shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3.              Supply of Services

3.1            Search4local shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2            Search4local shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3            Search4local shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and Search4local shall notify the Customer in any such event.

3.4            Search4local warrants to the Customer that the Services will be provided using reasonable care and skill.

4.              Customer’s obligations

4.1            The Customer shall:

(a)         ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;

(b)         co-operate with Search4local in all matters relating to the Services;

(c)         provide Search4local with such information and materials as Search4local may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

(d)         obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

(e)         comply with all statutes, licences, codes of conduct, rules and regulations applicable to the Services;

(f)          comply with any additional obligations as set out in the Specification.

4.2            If Search4local’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a)         Search4local shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Search4local’s performance of any of its obligations;

(b)         Search4local shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Search4local’s failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c)         the Customer shall reimburse Search4local on written demand for any costs or losses sustained or incurred by Search4local arising directly or indirectly from the Customer Default.

5.              Charges and payment

5.1            Condition 5.2 shall apply if the Services are to be provided on a time and materials basis. Condition 5.3 and condition 5.4 shall apply if the Services are to be provided for a fixed price. The remainder of this condition 5 shall apply in either case.

5.2            Where the Services are provided on a time-and-disbursements basis:

(a)         the charges payable for the Services shall be calculated in accordance with Search4local’s standard daily fee rates;

(b)         Search4local’s standard daily fee rates (as amended from time to time) are calculated on the basis of an eight-hour day worked between 9.00 am and 5.00 pm on weekdays (excluding weekends and public holidays);

(c)         Search4local shall be entitled to charge it’s standard daily fee rate (as amended from time to time) plus 20% for each hour worked outside the hours referred to in condition 5.2(b) on a pro-rata basis;

(d)         Search4local shall invoice the Customer monthly in arrear for its charges for time and disbursements (together with VAT where appropriate) for the month concerned, calculated as provided in this condition 5. Each invoice shall set out the time spent and provide a breakdown of any disbursements, accompanied by the relevant receipts.

5.3            Where the Services are provided for a fixed price the total price for the Services shall be the amount set out in the Specification. The total price shall be paid to Search4local in instalments as set out in the Specification. All amounts due under this agreement shall be paid by the Customer to Search4local in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

5.4            Any fixed price contained in the Specification excludes:

(a)         the cost of any disbursements or services reasonably and properly provided by third parties required by Search4local for the supply of the Services. Such disbursements and third party services shall be invoiced by Search4local at cost; and

(b)         VAT, which Search4local shall add to its invoices at the appropriate rate.

5.5            The Customer shall pay each invoice submitted to it by Search4local in full, and in cleared funds, within 30 days of receipt.

5.6            Without prejudice to any other right or remedy that Search4local may have, if the Customer fails to pay Search4local on the due date Search4local may:

(a)         charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and

(b)         suspend all Services until payment has been made in full.

5.7            Time for payment shall be of the essence of the Contract.

5.8            All payments payable to Search4local under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

5.9            Search4local may, without prejudice to any other rights it may have, set off any liability of the Customer to Search4local against any liability of Search4local to the Customer.

5.10         Automatic renewal fees will be charged for some Services unless terminated in accordance with clause 9.1.

6.              Intellectual property rights

6.1            All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Search4local.

6.2            The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on Search4local obtaining a written licence from the relevant licensor on such terms as will entitle Search4local to license such rights to the Customer.

7.              Limitation of liability:  THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF clause 7.

7.1            Nothing in the Contract shall limit or exclude Search4local’s liability for:

(a)         death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b)         fraud or fraudulent misrepresentation; or

(c)         breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

7.2            Subject to clause 7.1, Search4local shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a)         loss of profits;

(b)         loss of sales or business;

(c)         loss of agreements or contracts;

(d)         loss of anticipated savings;

(e)         loss of use or corruption of software, data or information;

(f)          loss of damage to goodwill; and

(g)         any indirect or consequential loss.

7.3            Search4local shall not be liable for any errors, defects or omissions in any Deliverables once these has been checked and authorised for publication by the Customer.

7.4            Subject to clause 7.1, Search4local’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract.

7.5            The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

7.6            This clause 7 shall survive termination of the Contract.

8.              Website Development

8.1            Once Search4local has completed the design and development of the Site in accordance with the Specification, Search4local shall send a proof of the Site to the Customer.

8.2            Acceptance of the Site shall take place upon the occurrence of any of the following events:

(a)         The Customer confirms acceptance of the Site in writing; or

(b)         the Customer uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes.

8.3            Any Third Party Products used in developing the Site shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence fee for such Third Party Products is included in the Charges as a disbursement.

8.4            Search4local shall not be liable to the Customer for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

8.5            All Intellectual Property Rights in the Site (including in the content of the Site and the Site Software), but excluding the Materials, arising in connection with this agreement shall be the property of Search4local until the termination or expiry of the Contract, and Search4local hereby grants the Customer a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Site during such period.

8.6            The Customer shall indemnify Search4local against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe the Intellectual Property Rights of a third party.

8.7            Search4local shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Site infringes any Intellectual Property Rights of a third party in the UK.

8.8            The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

8.9            The Customer acknowledges that Search4local has no control over any content placed on the Site by Visitors and does not purport to monitor the content of the Site. Search4local reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. Search4local shall notify the Customer promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.

8.10         The Customer shall indemnify Search4local against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.

8.11         Search4local may include the statement “Designed by Search4Local” on the home page of the Site in a form to be agreed.

9.              Termination

9.1            Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 2 months’ written notice.

9.2            Without limiting its other rights or remedies, Search4local may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a)         the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of the Customer being notified in writing to do so;

(b)         the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c)         the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d)         the Customer’s financial position deteriorates to such an extent that in Search4local’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

(e)         the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified to make such payment; or

(f)          there is a change of Control of the Customer.

9.3            Without limiting its other rights or remedies, Search4local may suspend provision of the Services under the Contract or any other contract between the Customer and Search4local if the Customer becomes subject to any of the events listed in clause 9.2(b) to clause 9.2(d) or Search4local reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.            Consequences of termination

On termination of the Contract for any reason:

(a)         the Customer shall immediately pay to Search4local all of Search4local’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Search4local shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b)         the Customer shall return all of Search4local Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then Search4local may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

(c)         the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(d)         clauses which expressly or by implication survive termination shall continue in full force and effect.

11.            General

11.1         Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2         Assignment and other dealings.

(a)         Search4local may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

(b)         The Customer shall not, without the prior written consent of Search4local, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

11.3         Confidentiality.

(a)         Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.3(b).

(b)         Each party may disclose the other party’s confidential information:

(i)          to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and

(ii)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c)         Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

11.4         Entire agreement.

(a)         This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b)         Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.

11.5         Variation. We may revise these terms and conditions at any time.

Please check our website from time to time to take notice of any changes we made, as they are binding on you.

11.6         Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a)         waive that or any other right or remedy; or

(b)         prevent or restrict the further exercise of that or any other right or remedy.

11.7         Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.8         Notices.

(a)         Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

(b)         A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by or email, one Business Day after transmission.

(c)         The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.9         Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.

11.10       Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

11.11       Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.