General Terms of Sale
1. PURPOSE
These conditions ("General Terms"), the special conditions ("Special Terms") and the Client's Order Confirmation ("Order") together form the "Agreement" applicable to the provision, to professional clients, of the "option activation" Services.
In the event of any conflict between the Order, the Special Terms and the General Terms, the General Terms shall prevail.
The Order may be in paper or electronic format in the case of an online purchase.
2. DEFINITIONS
Each of the expressions below shall have the following meaning in the Agreement:
• "Client" means any professional or company subscribed to the Local Hours plan whose name appears in the "Client Information" section of the Order;
• "Content" means all content protected by Intellectual Property Rights;
• "Client Content" means Content provided by the Client in connection with one or more Service(s) or the mobile-optimised webpage, as specified in the Order or any subsequent Content provided by the Client on the mobile-optimised webpage (as the context requires);
• "Commencement Date" means the date on which provision of all or part of the Services will begin. Unless otherwise specified in the Special Terms applicable to each Service, we will endeavour to begin providing the Service within thirty (30) working days from the date of signing the Order;
• "Intellectual Property Rights" means any intellectual property and/or proprietary rights, including without limitation copyrights and related rights, patent rights, rights to inventions, utility models, database rights, topography rights, design rights, publicity rights, rights to confidential information (including without limitation know-how and trade secrets), trade marks, service marks, company names, trading names and domain names, trade dress, goodwill or rights to bring an action for passing off, rights to prevent unfair competition, rights in computer software, moral rights and all other rights of a similar nature existing anywhere in the world, whether or not registered, including all applications, renewals or extensions of such rights and all equivalent or similar rights or forms of protection anywhere in the world;
• "Law" means any law, regulation, decree, order, circular, directive in force from any governmental or regulatory authority or public or semi-public body;
• "Promotional Offers" means price reductions granted by certain Partners of the Company (for example, in the form of coupons and/or promo codes) for the benefit of Local Hours plan clients;
• "Local Hours Plan" means all Services covered by the Agreement;
• "Partner(s)" means any entity or individual who has entered into a partnership with the Company for the provision of one or more Services and/or Promotional Offers;
• "Price" means the price payable by the Client for the provision of Services during the term of the Agreement, as specified in the Order;
• "Service" means each service provided under the Local Hours Plan;
• These General Terms of Sale are entered into by Local Hours Ltd, registered in England and Wales, operating the "Local Hours" website.
• "User" means an end user of an information service offered by the Company.
Additional definitions specific to each Service may be set out in the Special Terms.
3. DESCRIPTION OF LOCAL HOURS PLANS
Local Hours Plans include the "option activation" Services which allow additional fields and features to be displayed. The Services are described in more detail in the Special Terms.
The Company reserves the right to change Partners, to modify all or part of the Services and/or the contractual terms applicable to those Services and/or the Promotional Offers.
It is the Client's responsibility to regularly review the contractual terms applicable to Local Hours plans and/or the Services and/or Promotional Offers.
The Company undertakes to inform the Client of any material changes to the Agreement. Material changes means any changes to essential elements directly affecting the performance of the Agreement by the Client. The Company may inform the Client by any means, including by email or by informational notices posted on the Site and/or the Client's account.
4. ENTRY INTO FORCE — DURATION — No fixed-term commitment
The Agreement will enter into force upon the first payment of your Order.
The provision of Services will begin on the Commencement Date specified in the Special Terms.
Unless terminated early in accordance with the terms of the Agreement, it will remain fully in force on a rolling monthly basis.
No refund will be made except in the cases of termination set out herein.
5. SUBSCRIPTION TO LOCAL HOURS PLANS
The Company reserves the right to refuse a Client if verification checks, in particular as to payment capacity, are insufficient, or if the Client's activity appears contrary to public order or morality.
Any subscription to the Local Hours Plan entitles the Client to benefit, in addition to the Services included in the Plan, from a number of Promotional Offers.
Following subscription to the Local Hours Plan, the list of relevant Partners and available Promotional Offers will be sent to the Client by email in PDF format.
6. INFORMATION
The Client undertakes to notify without delay (or to update directly where possible, in particular through their User Account) any data provided so that it remains accurate, current and complete for the duration of the Agreement.
If the Client provides inaccurate, outdated or incomplete data, the Company reserves the right to suspend without notice the Client's account and/or the relevant Service until fully remedied. The Client bears sole responsibility for this and indemnifies the Company against any action based on any such information and/or Client Content.
The Client is informed that the provision of Services involves the provision of certain information and data about them and may require, for certain services, the creation of a user account.
The Client warrants that all information provided by them is accurate and compliant with applicable law, that they hold all necessary rights in the Client Content, and that the information they have transmitted or will transmit to the Company is accurate and provided in good faith.
The Company disclaims all liability in respect of such information and/or Client Content, whether or not modified by the Client or the Company.
7. FINANCIAL CONDITIONS
The Price of the Local Hours Plan is set out in the Order. Payment is due in full at the time of subscription.
The price and any sums or charges mentioned in the Order are exclusive of VAT and similar taxes and duties, unless otherwise stated in the Order.
During the term of the Agreement, the Client must pay the Company the Price and any other sum due under the Agreement in full and without deduction. The Company must invoice the Client in accordance with the Order.
The Price shall be due either (i) in full at the time of order, or (ii) by recurring payments, provided that the first payment must be made at the time of order.
If the Client fails to pay the full amount by the due date set out in the Order, the Company shall be entitled (without prejudice to any other rights or remedies available to it): (i) to terminate or suspend the Agreement immediately; and/or (ii) to automatically apply interest at the rate of 8% per annum above the Bank of England base rate, and any late payment shall automatically give rise to a fixed recovery fee of £40 in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
8. TERMINATION
Either party may terminate the Agreement by right and demand payment of any amount due (without prejudice to its other rights and remedies) by notifying the other (the "Defaulting Party") if: (i) the Defaulting Party commits a material breach of the Agreement and, where such breach is capable of remedy, fails to remedy it within 30 days of receiving written notice of such breach from the other party; or (ii) subject to applicable mandatory provisions, the Defaulting Party becomes subject to insolvency proceedings or ceases or threatens to cease trading.
9. SUSPENSION
The Company reserves the right, in the event of Client non-compliance with the Agreement, and depending on the seriousness of the breach, either to suspend the Service(s) affected by the non-performance, or to terminate the Agreement by right.
In the event of suspension, the Company will notify the Client by recorded delivery letter, stating the reason for the suspension and inviting the Client to remedy the breach as soon as possible.
10. CONSEQUENCES OF TERMINATION
In the event of termination of the Agreement for any reason:
— The Services will no longer be provided to the Client;
— Sums paid by the Client to the Company shall be retained by the Company.
11. CONFIDENTIALITY
Neither party shall at any time, unless it has obtained the other's consent, use or disclose to any person, other than its professional advisers or where required by Law or a competent authority, the terms or existence of the Agreement or any confidential information relating to the other's affairs of which it becomes aware (provided that nothing in this clause shall limit the Company's right to publicise the Service or to use advertisements or websites in case studies for commercial purposes). This clause shall survive termination.
12. LIABILITY
The Company is subject to a best-endeavours obligation.
The Client expressly acknowledges and agrees that the Company shall not be liable, directly or indirectly, for any reason whatsoever, for damages arising from:
— an interruption of the Service due to any fault on the part of the Client;
— any incident or interruption of the Service caused by malfunction and/or incompatibility of the Client's equipment, hardware and/or software with the Company's systems, platforms, software or other components and/or its Partners;
— a case of Force Majeure;
— the use of content or the offering of products or services prohibited by the provisions of the Agreement;
— a third party's intrusion into the Client's computer system;
— any loss of customers, loss of orders, commercial disruption, loss of profit, or reputational harm suffered by the Client as a result of using the Local Hours Plan.
The Company cannot guarantee the operation or security of network installations and services outside its control, including the internet and telecommunications infrastructure. Accordingly, the Company accepts no liability for any failure of the internet and/or telecommunications service providers or operators.
The Company shall not be held liable for the content published or services offered by the Client in any way. The Client remains solely responsible for the content it publishes and the services it offers.
Should the Company be sued by a third party on account of content or services offered by the Client, the Client undertakes to indemnify the Company on first demand against any judgment and all costs incurred in defending the Company, including legal fees.
Where a user account is created, the Client is solely responsible for it and, in particular, for the confidentiality of their password and all use, authorised or not, of their User Account. The Company does not hold the Client's password. The Company cannot in any way be held liable for the unauthorised use of the Client's password and consequently of the Client's User Account. The Client undertakes to inform the Company immediately upon becoming aware of any unauthorised use of their password.
The Client is solely responsible for all costs necessary to maintain the Client Content and their offering in compliance with applicable law. The Client is reminded that any advertising carried out via the Services must correspond to an effective and available offer.
The Company accepts no liability for any use by the Client of the Services in breach of an exclusivity contract or agreement signed by the Client with a third party.
Should the Company's liability be engaged in any way under the Agreement, it is agreed between the parties that the total amount payable by the Company to the Client shall not exceed the total sums paid by the Client to the Company during the preceding twelve (12) months.
The Client indemnifies and shall indemnify the Company on demand against all losses, claims, damages, costs and expenses (including, without limitation, reasonable legal fees) and liabilities ("Losses") suffered or incurred directly or indirectly by the Company as a result of: (i) a breach of the Agreement by the Client; (ii) a breach of any of the warranties given under the Agreement; or (iii) any third-party claim arising from the Client's breach of the Agreement or third-party rights. This clause shall survive termination of the Agreement.
13. FORCE MAJEURE
The provisions of the Agreement shall not apply in the event of a Force Majeure event preventing or delaying either party from fulfilling its obligations.
Force Majeure means any event recognised as such by the applicable courts and tribunals that prevents one or both parties from performing all or part of their obligations hereunder.
The following events, among others, shall be considered Force Majeure events:
— Earthquakes, fires, storms, floods;
— Blocking of telecommunications networks.
The party invoking Force Majeure shall:
— Notify the other party by any means (and confirm in writing) as soon as possible and no later than 48 hours after the Force Majeure event, stating its nature, start date and estimated duration;
— Take all appropriate steps as soon as possible to remedy the situation and limit its effects.
If the Force Majeure event lasts more than one (1) month from notification, the Agreement may be terminated at the discretion of either party without damages, by recorded delivery letter addressed to the other party within ten (10) days.
If the Force Majeure event lasts less than one (1) month, the obligations under the Agreement shall be suspended for its duration and resume normally once the event has ended.
14. PERSONAL DATA
By accepting the Agreement, the Client consents to the collection and processing of data by Local Hours Ltd and/or any Partner of all personal data they have provided to the Company in order to enable the Company and/or the Partner to provide the Services.
Data that may be collected includes in particular:
— Email address;
— Title;
— First name;
— Surname;
— Date of birth;
— Home or registered office address;
— Phone number;
— VAT information;
— Company name;
— Company type;
— Share capital amount;
— Companies House registration number;
— Commercial contact;
— Accounts contact.
In accordance with the UK GDPR and the Data Protection Act 2018, the Client has the right to access, update, rectify and erase personal data concerning them, as well as the right to object to the processing of their personal data, subject to demonstrating a legitimate reason.
To obtain, rectify or complete personal data held about the Client under the Agreement, please contact: Local Hours Ltd, contact@local-hours.uk.
The Company informs the Client that it will disclose any data required by any judicial authority or competent administrative authority.
The Company may transfer (or make accessible) the Client's personal information to third parties who process such information on our behalf or who operate certain parts of the Services.
The Company may also transfer (or make accessible) personal information to affiliated companies, Partners, service providers or sub-contractors appointed to manage our products, services or operations. We will only transfer the information necessary for them to fulfil their contractual obligations.
The Client agrees that the Company and/or any Partner or other contracting party of the Company may install cookies to enable better use of the Services (including facilitating navigation).
The Client undertakes to comply with applicable data protection legislation in respect of its own customers and prospects.
For any objection to data sharing, please contact us at contact@local-hours.uk.
15. ASSIGNMENT
The Agreement may not be assigned, in whole or in part, by the Client without the Company's consent.
16. MISCELLANEOUS PROVISIONS
Nothing in these General Terms or the Special Terms shall create a partnership or joint venture or authorise any party to act as the other's agent. Neither party shall be authorised to act in the name of the other, bind the other, or imply the existence of such a relationship unless expressly agreed otherwise between the parties.
The Agreement represents the entire agreement and understanding between the parties and supersedes all prior agreements or arrangements between them relating to the subject matter of the Agreement.
Notices must be in writing and delivered by hand or sent by pre-paid recorded post with acknowledgement of receipt to the addressee stated in the Order.
If any court holds any provision of the Agreement to be void or unenforceable, the remaining provisions shall not be affected and shall remain in full force and effect.
No failure or delay in exercising any right or remedy shall constitute a waiver of that right or remedy or of any other rights or remedies.
No person who is not a party to the Agreement shall have any right to enforce any term of the Agreement.
Neither party may declare itself the beneficiary of rights arising under the Agreement in favour of any third party.
17. GOVERNING LAW — JURISDICTION
The Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
SPECIAL TERMS
"Option activation" ServicesThe "option activation" Service is available to all Local Hours clients.
1. PURPOSE
The "option activation" Service relates to the internet service provided by the Company. It is intended exclusively for professional businesses and/or sole traders operating in the United Kingdom.
1.2 The "option activation" Service
The "option activation" Service allows the Client to enrich their directory listing by adding various supplementary information such as their email address, website address, phone number, mobile number, and presence in nearby towns.
1.3 Service ranking rules
"Priority display" allows the Client to benefit from a preferred position when a User searches for a professional by category and location on the Local Hours website. "Priority display" thus gives the Client a preferential position on search result pages generated by users of the Local Hours website. This "priority display" applies to searches across all categories subscribed to by the Client in their registered location.
2. PROVISION OF THE SERVICE: "option activation"
The "option activation" Service is available 24 hours a day, 7 days a week, 365 days a year.
The time between the validation of the Order and the Client's listing going live on the Company's platform is a maximum of thirty (30) calendar days. This period may be extended in the event of delay caused by the Client. Requests to modify Client information must be submitted in writing to the Company via our contact form. Implementation of such updates will take place, subject to feasibility, within a maximum of thirty (30) calendar days from receipt of the written request. This period may be extended in the event of delay caused by the Client.
3. CLIENT OBLIGATIONS
It is the Client's responsibility to provide the Company with all elements necessary for their listing.
If the Client fails to provide these elements to the Company within the agreed timeframe, the provision of the Service will be delayed until the missing elements are supplied.
The Client consents to this information being shared by the Company with Users via any current or future media that the Company considers appropriate. The Client is under an enhanced obligation to provide Users referred by the Company with a positive experience and to comply in all respects with all applicable legislative and regulatory requirements in its dealings with Users. As the Company exercises no control over the Client's activities and its relations with Users, the Client remains solely responsible for its statements and for compliance in all dealings with Users.
Furthermore, the Client undertakes to comply with all legislative, regulatory and professional conduct rules governing their profession, without the Company being implicated in any way. Only the address of the Client's actual place of business, where the public is received, will be registered by the Company, to the exclusion of any virtual registered office.
The Client undertakes to provide the Company with the accurate contact details of their actual place of business. The Company reserves the right to request additional documentation from the Client (e.g. a certificate of incorporation dated within the last three (3) months, proof of identity, etc.).
In the event that such documents are inconsistent with the information originally provided by the Client, the Company reserves the right to terminate the Agreement and/or Service immediately by right, it being understood that the full price of the Local Hours Plan shall remain due to the Company.
4. LIABILITY
4.1 Client's liability
The Client chooses the professional category under which they wish to register their listing; this must correspond to the Client's actual activity.
The Client (as the holder or user of the contact details) is solely responsible for the phone numbers, titles, classification headings, texts, images (static or animated), sounds, trade marks and, more generally, the complete content of the information they wish to include and which they declare they are authorised to use.
4.2 Company's liability
The Company undertakes to list the Client under the "option activation" Service in accordance with the terms of the Agreement.
Under no circumstances shall the Company be liable to the Client for any loss resulting from random ranking.