Advertiser Terms and Conditions
Standard Conditions for advertisers must be read, as with all terms and conditions, with consideration and acknowledgement before you agree with, or sign up to, the Order. Please duly note the Conditions which limit our liability or affect your obligations to us. The following applies to the Website, Classified Search, Keyword Search, Special Offers and all Social Networks utilised by us..
Within the Standard Conditions for Advertisers the following Definitions are applicable:
Acceptable Use Policy - Refers to the provided Acceptable Use Policy by us, to you, as outlined Here
Advert - The DirectTree.com listing referred to in the Order includes any advert in connection with the services provided.
Agreement - Defined as a binding agreement comprising of the Order, these Standard Conditions, Acceptable Use Policy and payment details. This includes any direct debit form where applicable between you and us.
Amendment - A Change to special offers or Content of an advert.
Charges - Our Charges pertaining to performing the Services.
Content - All content: text, images, photographs, layout, design, colouration, shading, graphics, logos, or intended to appear in any Advert or Special Offer.
Effective Date - The date we send the written acceptance of your Order to you.
Intellectual Property Rights - All copyrights, rights in trademarks, design rights, rights in know-how, trade secrets, patents, database rights, rights in confidential information (registered or unregistered)
A. Applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of these rights
B. All other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world
Minimum Period - Defined by the minimum duration that applies to the provision of the Service as established in the Order
Online Directory - A classified database of business listings which can be searched by subject and location and is available on www.thedirecttree.com
Order - The document containing details of the Services you wish to purchase sent by electronic communication which you completed and submit to us confirming these details
Partner Sites - Third party websites to which we have agreed to provide either Online directory Listings, and which websites are subject to change from time to time
Services - Services agreed to be performed by us; defined within the Order; subject to these Standard Conditions for advertisers
Special Offers – All services relating to The Offer Tree and content therein
Standard Conditions for advertisers means the following contractual conditions:
Us - Global Search Technologies Ltd, a company registered in England and Wales under number 7769266, where "we" and "our" has a corresponding meaning.
You/Your - The person, Company or other organisation (named on the Order as the customer) agreeing to purchase the Services or a person/company/other organisation who or which enters into an Agreement with us for the provision of Services; and "you" and "your" shall have a corresponding meaning.
Commencement and Duration Of Contract
Until written acceptance has been sent by us to you of your Order, the agreement shall not be formed. Unless terminated prior as defined within these Standard Conditions for advertisers, the Agreement will continue in the following:
Commencing on the effective date for the duration specified in the Order for such Services in relation to each of the Services; or
In the instance where we are providing Services to you for a Minimum Period, which runs indefinitely until terminated by you or by us in accordance with the Agreement. In relation to Services provided for a Minimum Period, the Order is automatically renewed after the Minimum Period for consecutive periods of a duration indicated in the Order (which periods may or may not be equal to the duration of the Minimum Period).
Our Rights and Responsibilities
Following these Standard Conditions for advertisers, we shall provide or arrange the provision of the Services using the reasonable skill and care of a competent provider of services of the types of Services ordered.
Relating to Special Offers, we accept the Content from you on the understanding that you have unconditionally approved the Content of special offers for publication. You own all right to images, content and special offers and theses are valid for the time period stated in the Special offer. In the event of abuse or misrepresenting the Special offer, we have the right to terminate the contract at our discretion without prior notice or refund. All Special offers are subject to approval by us before publishing. You agree to indemnify us against any and all proceedings that may arise through the use of images provided by you and which do not carry the necessary license for reproduction.
In terms of our Rights and Responsibilities, you must note, acknowledge and accept that:
We do not make any representations or warranties that your Advert will appear on any particular Partner Site.
Computer and telecommunications systems may sometimes require periods of downtime for repair, maintenance and upgrading and, as a result, we cannot guarantee uninterrupted availability. However, where it is in our control, we will try to keep any periods of downtime to a minimum.
If you have failed to supply any part of the Content within 14 days of the date of the Order or if we consider that the Content does not meet the standards of the Advertising Standards Authority, is unacceptable for publication, or for some other reason including that it may infringe the legal rights of others or subject us to claims, prosecution, criticism or cause us embarrassment, we do not have to publish or display the whole or any part of the Advert including, if applicable, the Special offers.
In the event of your failure to make any payment in respect of the display of your advert, we will be entitled to prevent the display of your Advert or in respect of any order which is purchased with the Advert as part of the Order.
We accept the Content from you on the basis that you have unconditionally approved the Content for publication. You accept that reasonable skill and care is provided for the compilation of any advert/special offers by us, and where made available for presentation on Partner sites, are otherwise provided on an "AS IS" and "AS AVAILABLE" basis – without warranties of any form either express or implied, including, but not limited to the implied warranties of merchantability and fitness for particular purpose and as such, you will acknowledge and accept that the entire risk regarding the quality and performance of the Advert is with you and not Global Search Technologies Ltd.
Free premium trial
Free premium trial advertising is for a limited time only and can be terminated at any time without prior notice.
Default search radius
We reserve the right to change the default search radius at any time without prior notice.
Advert Content
The content of your advert must be legal, decent, honest and truthful, and comply with: The British Code of Advertising, Sales Promotion and Direct Marketing, any and all guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising, including, without limitation, Ofcom, or the Advertising Standards Authority, and the provisions of all statutes and statutory instruments applicable to advertisements intended for display.
Rights using trade symbols and icons
It is necessary to be authorised to use the name or logo of any trade association you use in the Content and you must be a paid up member of the trade association.
With any trade name, trade mark, British Standard Mark or other quality assurance mark, logo or other material that is used in the Content, you must have authority to do so.
Advertising, activities, conduct and promotion concerning regulation by the FSA
If your activities, conduct, advertising or promotion fall within the regime regulated by the Financial Services Authority, you warrant to us that you are registered in the conduct of your business by the Financial Services Authority if you are required to be so registered and you undertake to ensure that prior to the first display of the Advert the Content has been approved in writing by a person authorised by the Financial Services Authority to approve financial promotions.
Consent to advertise
You agree and warrant that:
You are placing the Order in the ordinary course of your business and you are advertising your own business, and the business you are advertising is lawful, you have obtained all appropriate licenses, permits or any other regulatory consents required to operate the business you are advertising and you are advertising your business in the manner agreed with us. By placing your advert, you warrant that this will not result in a breach of any law or regulation by you, us or any third party.
Following Acceptable Use Policy
You shall make use of the Services and the Website where and if applicable in accordance with the Acceptable Use Policy.
Maintaining links and content
You must notify us if any website to which your Advert links results in error pages or dead links at any time it becomes known. We reserve the right to suspend, without liability, the publication and distribution of the Advert that links to any such website.
Payment
You must pay us the amount stated on the Order using the payment method specified, after submitting the Order. Where we are providing Services for a Minimum Period, any discount given applies only to the price for those Services for the Minimum Period stated and does not apply to the price for any renewal period.
In respect of the Minimum Period
Where we provide Services for a Minimum Period, this is subject to automatic renewal, and payment shall be made in respect of the Minimum Period using the payment method specified and the price may be incorporated in the package price where the Services are part of an advertising package. Additional payments shall be required in respect of each following renewal period which shall be collected using the same payment details. We will send you an invoice in relation to the payment for the Minimum Period and each following renewal period.
Defaulting on Payment
If you do not make any payment or installment due under this Agreement or any other contract between us, we can keep all sums you have already paid and you will immediately have to pay us all outstanding amounts. We may also (without prejudice to our other rights) immediately terminate this Agreement or any other order from you, in which event a cancellation fee will be payable by you equal to 10% of the charge for the Advert plus VAT. Interest at a rate of 1.5% per month will be applied to any amount you have not paid after 30 days from the due date of payment (unless the law prevents us from charging interest). We can charge you any reasonable administration and legal costs for recovering the amounts you owe. If you owe us any sum of money, we may deduct that amount from any sum which we may owe you at any time under this Agreement or any other agreement we have with you.
Forfeiting of Services in respect of defaulting on Payment
Without prejudice to any other rights we may have, we may suspend the Services in whole or part and without notice if you fail to pay our Charges in accordance with this Condition.
Limitation of Liability
You acknowledge and agree that computer and telecommunications systems can be interrupted and are not always fault free and we do not make any representation or warranty, express or implied, in relation to such systems or with respect to the Services or any software provided under this Agreement.
Service disruption liability
We cannot guarantee continuous service, service at any particular time, integrity of data, information or content stored or transmitted via the internet. We will not be liable for any unauthorised access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of data, information or content transmitted, received or stored on any system.
Nothing in the Agreement shall limit or exclude liability in respect of death or personal injury caused by negligence, or fraudulent misrepresentation.
Exercising reasonable care
We have no obligation, duty or liability in contract, tort, for breach of statutory duty or otherwise, beyond that of a duty to exercise reasonable care and skill.
Save as provided above in Service disruption liability, if we make an error in or omission from the provision of the Services, or fail to provide them, we will correct this as soon as reasonably practicable where possible. Additionally, we may either reduce the charges for the Services as is fair and reasonable taking into account the nature of the error or omission or extend the duration of the Services. Except as provided above, this represents the full extent of our liability to you.
Errors and omissions
In any event, we have no liability to you at all in respect of errors or omissions (or other failure to perform), whether or not arising from negligence, for any of the following: indirect or consequential loss or damage; loss of business, revenue or profits; wasted expenditure; or financial loss of any kind.
All conditions and warranties which may be implied by law or as a result of prior negotiations into the Agreement between us are excluded to the extent permitted by law.
In any event, save as provided in the Service disruption liability as above, our entire liability under the Agreement shall not exceed the total Charges paid by you for the Service that is the subject of the claim.
Reasonable control
Save as set out in the Agreement, if we fail to comply with our obligations under the Agreement as a result of an event outside our reasonable control, we will have no liability to you as a result of such failure.
Indemnities
You shall indemnify us, our employees and agents against all proceedings, claims, demands, losses, damages, costs and expenses (including legal costs and disbursements on an indemnity basis), incurred or suffered by us, and any damages awarded against us, arising directly or indirectly as a result of any breach of this Agreement by you or from processing or publishing any information or material you gave us or for incorporation into the Website including any claims arising as a result of defamation, illegality, false description or breach of any third party rights.
Intellectual Property Rights
You warrant that you own or are authorised to use (and to allow us to use) all Intellectual Property Rights in the Content you provide to us.
You grant us a worldwide, perpetual, non-exclusive licence of such Intellectual Property Rights to permit us to use, reproduce, publish, display, adapt, distribute, transmit and stream the Content for the purposes of making available and displaying your Advert by any means and across any media on the services and products we offer to third parties.
We own all Intellectual Property Rights in all artwork, copy, Special offers content and other material which we, our agents or employees have created, whether or not the material is derived or developed from material supplied as Content and whether or not a charge has been paid by you in respect of it. You do not gain any intellectual property rights in that artwork, copy, Special offers content or other material.
Termination by You
In addition to any statutory rights you may have to cancel your Order, you may cancel part (subject to following condition) or all of your Order by giving notice in writing to Customer Services via email to support@thedirecttree.co.uk
If cancelling part of the Order means that you no longer qualify for a discount or special pricing for multiple advertising or an advertising package, then we can adjust the rate of the remaining advertising to reflect the price appropriate for the reduced level of advertising in accordance with the appropriate rate card.
Terminating after Minimum Period
If we are providing Services to you for a Minimum Period which automatically renews, you may terminate the Services at the end of the Minimum Period or at the end of any renewed period by giving us notice. You must give us notice by contacting Customer Services via email on support@thedirecttree.co.uk.
Termination by Us
We may terminate any or all of the Services or part thereof, at any time by giving you not less than fourteen (14) days notice of such termination. In the event of termination under this Condition mentioned directly above (but not otherwise), you will be entitled to a refund of that part of any Charge you have already paid to us and which relates to a period after the date that the Services or part thereof have terminated.
We may terminate all or part of the Services with immediate effect by giving written notice to you if you commit a material breach of any provision of the Agreement (including without limitation late payment), provided that in the case of a breach which is capable of remedy you fail to remedy the breach within fourteen (14) days of receiving a written request to do so.
If you cease or threaten to cease to carry on the whole or any part of your Business or the Business is unable to pay its debts as they fall due, we may terminate all or part of the Services by giving written notice with immediate effect.
If you are a Limited Company, you convene a meeting of your creditors or a resolution is passed or proposed for your voluntary winding up or a petition for your compulsory winding up is presented or proposed; if you are a person, firm or a partnership, you, or any one of you, convene a meeting of your creditors or a resolution is passed or proposed for an individual voluntary arrangement for you or any one of you, or a petition for your, or any one of your, bankruptcy is presented or proposed we may terminate all or part of the Services by giving written notice with immediate effect.
If you are an administrator, receiver, manager or supervisor of a composition or such a scheme is appointed or applied for; by you or any one of you, or if you are the subject of a receiving order in bankruptcy (or in Scotland are sequestrated or in Northern Ireland are adjudicated bankrupt) or suffer execution, distress, any form of diligence or seizure to be levied or effected on or against your premises, assets or effects we may terminate all or part of the Services by giving written notice with immediate effect.
We may, at our sole discretion, suspend the provision of the Services if we are entitled to terminate this Agreement for any reason.
General Agreement terms
Each party agrees that in entering into the Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement for which its sole remedy shall be for breach of contract under the terms of the Agreement. Nothing in this Condition shall, however, operate to limit or exclude any liability for fraud.
The Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes all prior discussions, agreement or understanding between you and us.
Governing Law and Jurisdiction
The Agreement is made, and shall be subject to, the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
