The current Payment Tiering [Table 1]
SCHEDULE  v1.2
I. Free and Standard Business Listings
As outline in the product description above [Table 1].
II. Sponsored Listings:
- Monthly rolling contract. Cancellable in contract period by communication by email in first instance to billing.
- Sponsored listing placement using link attribute rel=”sponsored”
- London Buzz reserves the right to remove listings and alter its fee structure at any time. Any changes to fees will be notified to contract customers two calendar months in advance. London Buzz will endeavour to process all listings inside 28 days but cannot guarantee processing inside 28 days. Priority will be given to paid listings.
Terms and Conditions
(A) The Customer is an individual, organisation or corporate entity using the directory for the purposes of advertising and promotion.
(B) The Manager is the owner/content provider of this directory which provides advertising space on its own or to other websites.
(C) The Customer wishes to purchase or make use of advertising space on https://londonbusiness.directory to which the Manager has access and on which the Manager is permitted to sell advertising space to the Customer.
(D) The Manager agrees to provide this service to the Customer subject to the terms and conditions set out in this Agreement.
The meanings of the specially defined capitalised words are set out in the Glossary at the end of this Agreement.
2 The Services and Obligations
2.1 In consideration of the payment of the Fees the Manager agrees to perform the Services in accordance with Schedule . The Agreement shall apply to the provision of the Services to the exclusion of all other agreements and the Customer agrees that uploading of the Advertising on to the Manager Site shall be deemed acceptance of the Agreement.
2.2 The Customer undertakes and warrants to the Manager that:
2.2.1 in relation to any Advertising the Customer enters into the Agreement as a principal notwithstanding that the Customer may be acting directly or indirectly for the person whose products or services are being advertised by the Manager;
2.2.2 the reproduction and/or publication of the Advertising by the Manager as originally submitted or as amended pursuant to clause  will not breach any agreement or infringe or violate any copyright, trade mark, or any other personal or property of any person or render the Manager liable to any proceedings whatsoever;
2.2.3 any information supplied by the Customer in connection with the provision of the Services is accurate, complete and true in all respects;
2.2.4 in respect of any Advertising which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified the Customer has obtained the authority of such living person to make use of such name, representation and/or copy;
2.2.5 the Advertising complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutory regulatory authorities and any law or regulations of the European Union) for the time being in force or which may be applicable in such jurisdiction as the Advertising shall be made available;
2.2.6 the Advertising is legal, decent, honest and truthful and complies with the rules of English national law and international codes and all other such relevant codes relating to advertising as may be appropriate; and particularly
2.2.7 the Advertising shall not contain any data, image or other material which:
(i) is offensive, obscene or indecent, or is capable of being resolved into obscene or indecent images or material;
(ii) is defamatory, sexist, threatening or racially, ethnically or otherwise objectionable;
(iii) is designed or likely to cause annoyance, inconvenience, unwanted attention or needless anxiety to any other person;
(iv) is designed to or is likely to cause disruption to any computer system or to any network;
(v) is illegal or is likely to induce an illegal act; and
(vi) it has authority to enter into and implement the Agreement.
2.3 The Customer shall provide to the Manager the Advertising in the format expressly specified (if any) by the Manager in the Schedule or otherwise (the “Required Format”).
2.4 Where the Customer is an advertising agency it warrants that it is authorised by its client to place the Advertising with the Manager and the Customer will indemnify the Manager against any claim made by the client against the Manager arising from the publication of the Advertising Material.
2.5 The Manager shall be entitled at any time without notifying the Customer to make changes to the Services which are necessary to comply with any applicable security or other statutory requirements and shall determine the manner in which the Services are provided.
2.6 The Manager shall bear any and all costs of supplying, updating, owning and operating the Manager Site.
2.7 The Manager shall use reasonable commercial efforts to maintain the availability of the Manager Site twenty four (24) hours per day, seven (7) days per week.
3.1 shall upon receipt of the Fees and the Manager’s acceptance of the Advertising perform the Services on the Manager Site for the Term subject to the provisions of the Agreement;
3.2 has the right and sole discretion to decline to publish or to omit, suspend or change the position of any Advertising accepted by it;
3.3 may, without derogation from the warranties and obligations set out in clause 2 above, refuse or require to be amended any artwork, materials or copy for or relating to an Advertising so as to comply with the legal or moral obligations placed upon the Manager or the Customer or to avoid infringing a third party’s rights or any statutory or regulatory requirements; and
3.4 reserves the right at any time during the Term to remove the Advertising from the Manager Site in the event that the Manager considers the Advertising breaches any applicable laws or the rights of any third party or is prejudicial to the interests of the Manager and/or its business.
3.5 shall from time to time as necessary for the maintenance of the contract, contact the Customer with regard to updates to the Advertising displayed on the Manager Site and any changes to these terms and conditions.
4.1 Neither party excludes or limits its liability to the other for death or personal injury resulting from the proven negligence of either party, its employees or agents.
4.2 The Manager accepts no responsibility for any mistakes or errors whatsoever that arise during the course of publication of any Advertising and will not be liable for any loss of copy, artwork, photographs, data or other materials which the Customer supplies to it and the Customer shall be responsible for retaining in its possession sufficient quality and quantity of such materials for whatsoever purposes it may require.
4.3 In no event shall the Manager be liable to the Customer whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. “Consequential Loss” shall for these purposes mean (i) pure economic loss, (ii) losses incurred by any client of the Customer or other third party, (iii) loss of profits (whether categorised as direct or indirect), (iv) losses arising from business interruption (v) loss of business revenue, goodwill, anticipated savings, (vi) losses whether or not occurring in the normal course of business, wasted management or staff time, (vii) loss or corruption of data.
4.4 Subject to clauses [4.1, 4.2 and 4.3], the Manager’s total liability (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed 100% of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the Customer to the Manager during the preceding [twelve (12)] month period or, if the duration of the Agreement has been less than [twelve (12)] months, such shorter period, as applicable.
5 Payment Provisions
5.1 The Manager will charge the Customer the Fees based on the payment structure agreed in Schedule 1. For:
5.1.1 a set fee charged for delivery of Advertising to the Manager website; or
5.1.2 a recurring fee for sponsored listings.
5.1.3 a fee charged for the editing of listings.
5.1.4 duplicate listings of the same corporate or legal entity may be chargeable, such charges will, at the discretion of the manager, be communicated to the Customer prior to listing placement.
5.2 The invoice for the Fees shall be payable in full prior to the Advertising being published or the Promotion being transmitted by the Manager on the Manager’s Site unless otherwise agreed by the Manager.
6 Intellectual Property
6.1 Except as provided in this Agreement, the Manager retains all right, title and interest in and to the content of the Manager Site, including without limitation copyrights, trademarks and other intellectual property rights.
6.2 The Customer retains all rights, title and interest in and to the Advertising, including without limitation copyrights, trademarks, database rights and other intellectual property rights.
6.3 Any ideas, concepts, know-how or techniques developed by the Manager or obtained during the execution of the Services will be owned exclusively by the Manager.
7 Customer Responsibility
7.1 It is the responsibility of the Customer to check the accuracy of the Advertising and, without prejudice to the provisions of clause 4, the Manager assumes no responsibility for the repetition of an error in an Advertising.
7.2 For the purpose and duration of the Advertising the Customer grants to the Manager a royalty-free, non-exclusive licence to use, publish and reproduce the Customer’s name, logo, trade marks and brands to the extent necessary to enable the Manager to comply with its obligations under the Agreement.
8 Term and Termination
8.1 Subject to the provisions of clauses [3 and 7.2] the Advertising shall be included in the Manager’s Site for the Term or as otherwise expressly agreed by the Manager.
8.2 The Manager may terminate this Agreement by notice in writing to the Customer in the event that:
8.2.1 the Customer fails to pay any amount to the Manager due under this Agreement and does not make that payment within [seven (7)] days after receiving notice requiring the Customer to do so; or
8.2.2 the Customer fails to perform any of the obligations on its part to be observed or performed pursuant to this Agreement and such failure is not remedied by the Customer within [fourteen (14)] days after receipt by it of a notice in writing requiring the default to be remedied; or
8.2.3 any of the warranties or representations made by the Customer contained in this Agreement are false or inaccurate in any material way; or
8.2.4 the Advertising breaches any applicable laws or the rights of any third party or is prejudicial to the interests of the Manager.
8.3 Either party shall be entitled to terminate this Agreement immediately by notice in writing to the other if the other party shall:
8.3.1 commit any material breach of any of its obligations under this Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within [fourteen (14)] days after receipt of a written request so to do;
8.3.2 pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect;
8.3.3 make any voluntary arrangement with its creditors or become subject to an administration order or an administrator is appointed in respect of that party or documents are filed with the court for the appointment of an administrator or notice is given of an intention to appoint an administrator by that party or its directors or by a qualifying floating charge holder as defined in Schedule B1, paragraph 14, to the Insolvency Act 1986;
8.3.4 have a receiver, encumbrancer, administrative receiver or similar official appointed;
8.3.5 cease or threaten to cease to carry on business; or
8.3.6 have any similar event occur under the law of any other relevant jurisdiction in respect of it.
The Customer undertakes to the Manager that the Customer will, without prejudice to any other right of action which the Manager may have, at all times keep the Manager fully and effectively indemnified against any liability (which liability shall include, without limitation, all losses, costs, claims, demands, actions, damages, legal and other professional fees and expenses on a full indemnity basis) which the Manager may suffer or incur as a result of any Advertising, the infringement of any intellectual property rights of any third party, or by reason of any breach or non-fulfilment of any of the Customer’s obligations in respect of the Agreement.
10 Confidential Information
10.1 Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.
10.2 Either party may disclose Confidential Information of the other party to those of its employees and agents (including professional advisers) who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
10.3 Both parties agree to return all documents and other materials containing Confidential Information immediately upon completion of the Services.
10.4 The obligations of confidentiality under this Agreement do not extend to information that:
(i) was rightfully in the possession of the receiving party before the negotiations leading to this Agreement;
(ii) is, or after the day this Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or
(iii) is required by law to be disclosed.
11 Data Protection
12 Third parties
Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the Services is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.
13 Force Majeure
13.1 Except with respect to obligations to pay the Fees or other charges, “Force Majeure” means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, ceasing to be entitled to access the internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.
13.2 If a party is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure.
13.3 As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.
14 Dispute Resolution
Any dispute or difference arising out of or in connection with this contract shall be determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of Arbitrators. The seat of Arbitration shall be England and Wales and the language English. The arbitration shall be governed by both the Arbitration Act 1996 and Rules of the UNCITRAL Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958) (the “New York Convention”).
15 Governing law and Jurisdiction
This agreement shall be governed by the laws of England and Wales. The courts of England and Wales shall have Jurisdiction over any disputes arising under the Agreement.
In this Agreement the following words and phrases shall have the following meanings unless the context otherwise requires:
“Advertising” means any advertising material or promotional material supplied by the Customer for transmission by the Internet from the Manager’s Site (including without limitation advertising banners being electronic advertising whose dimensions and delivery format are agreed) that are placed on pages of the Manager Site, customised links and sponsorship logo display;
“Agreement” means the agreement for the purchase and supply of the Services;
“Commencement Date” means the earlier of the date specified in writing by the Manager and the date on which the Manager places the Advertising on the Manager Site;
“Customer” means the person(s), firm or company to whom the Services are provided;
“Fees” means the fees and charges payable by the Customer as set out Schedule 1 or specified by the Manager from time to time;
“Internet” means the global computer network comprising interconnected networks using standard set of rules that regulate the manner in which data is transmitted between computers;
“Manager” means , the owner and operator of https://londonbusiness.directory;
“Manager Site” means https://londonbusiness.directory or other website operated and maintained by or on behalf of the Manager;
“Promotion” means any promotion or promotional material supplied by a Customer for transmission on or by the internet from the Manager’s Site;
“Schedule” the Schedule or Schedules (if any) to the Agreement in whatever form setting out the Fees, Required Format, Commencement Date, Services, Term and Notice Period (as the case may be);
“Services” means the services in respect of the Advertising, and any related services agreed to be provided by the Manager to the Customer pursuant to the Agreement, further details of which are set out in Schedule 1; and
“Term” means the period from the Commencement Date for the agreed period (as specified in Schedule 1 or otherwise expressly specified by the Manager) for which the Advertising is to be placed until terminated in accordance with the Agreement.