These Terms and Conditions govern the relationship between See No Bounds (“We/Us”) and businesses who use the See No Bound’s business directory (“you”).
See No Bounds Limited, is a Company registered in England and Wales (Company Number: 12863005) whose address is Norman House, Norman Trading estate, Norman Rd, Cardiff CF14 1ER.
We are an Online Community, assisting you in selling your goods, advertising your services and raising the online presence of your business. We achieve this through our unique Business Directory.
The Business Directory
The Business Directory is the heart of See No Bounds. As a member, we advertise your services, products, courses and events. We promote your business and signpost potential customers and clients to your website. In turn, you agree to comply with our policies and meet the standards and values always expected of our members.
We want to ensure you and the customers you engage with have a positive experience. To achieve this, it is important we set out what you can expect from us and what we expect from you as a seller.
By advertising your business, you agree to be bound by the following terms and conditions.
- Provide honest, accurate information in your profile.
- Honour any promises, commitments and policies you mention in your profile.
- Ensure your profile content, including any text, photos or videos used to represent you, your shop or your listings, abide by See No Bounds’ policies, including our Anti-Discrimination policy.
- Accurately represent your items in listings and listing photos.
- Respect the intellectual property of others. If you feel someone has violated your intellectual property rights, you can report it to See No Bounds.
By listing a product or service on See No Bounds you understand and agree that you are responsible for complying with all applicable laws and regulations for the products and services you list, including any required labels and warnings. See No Bounds assumes no responsibility for the accuracy, labelling, or content of your advert, profile or listings.
Privacy and Protection of Personal Information
In particular, when you sell using our Services (subject to these Terms), you may receive and determine what to do with certain personal information, such as when communicating with users and entering into transactions with buyers. This means you process personal information (for example, buyer name, email address, and delivery address) and, to the extent you do so, under EU law, you are an independent controller of data relating to other users that you may have obtained through the Services. For more information on the General Data Protection Regulation, see more resources at https://gdpr-info.eu and http://gdprandyou.ie.
As a data controller (that is someone who decides what personal data is collected and the purpose you’ll use the data for) to the extent that you process user personal information outside of the Services, you may be required under applicable data protection and privacy laws to honour requests received from such users for data access, portability, correction, deletion, and objections to processing. Also, if you disclose personal information without the buyer’s proper consent, you are responsible for that unauthorised disclosure. This includes, for example, disclosures you make or unintentional data breaches. For example, you may receive a buyer’s email address or other information as a result of entering into a transaction with that buyer. This information may only be used for See No Bounds-related communications or for See No Bounds-facilitated transactions. You may not use this information for unsolicited commercial messages or unauthorised transactions.
Without the buyer’s consent, and subject to other applicable See No Bounds policies and laws, you may not add any See No Bounds member to your email or physical mailing list, use that buyer’s identity for marketing, or obtain or retain any payment information. Please bear in mind that you’re responsible for knowing the standard of consent required in any given instance. If See No Bounds and you are found to be joint data controllers of personal information, and if See No Bounds is sued, fined, or otherwise incurs expenses because of something that you did in your capacity as a joint data controller of buyer personal information, you agree to indemnify See No Bounds for all costs and expenses it occurs in connection with your processing of buyer personal information.
Our Service Level Standards
As a seller, you must provide great customer service and maintain trust with your buyers. If you fail to meet See No Bounds’ Seller Service Level Standards, we will discuss actions needed and reserve the right for you to remain a member of See No Bounds business directory.
Being a Member of the See No Bounds Community
At See No Bounds, everyone is expected to treat fellow members of the See No Bounds Community with respect. As a seller, you have additional responsibilities to safeguard personal information and communicate promptly with buyers, who are directed to your website from the Business Directory in order to provide a great customer experience.
Creating and Uploading Content
As a member of See No Bounds, you have the opportunity to create and upload a variety of content, in addition to your profile, such as listings, messages, text, links, offers and photos. In order to keep our Community safe for customer and respectful, you agree that you will not upload content that is:
- Abusive, threatening, defamatory, harassing, or otherwise in violation of our Anti-Discrimination Policy;
- Obscene or vulgar;
- In violation of someone else’s privacy or intellectual property rights; or
- False, deceptive, or misleading.
MEMBERSHIP TERMS AND CONDITIONS:
By agreeing for us to list your business and advertise your profile on See NO Bounds Website, you agree to enter into a legally binding Contract with us.
Each separate service, products, course or event we promote on your behalf comprises a separate legally binding contract between you and us.
- We shall endeavour to make www.seenobounds.co.uk available to users at all times.
- We endeavour to review any new content that is added and any amendments within two working days.
- You shall provide us with any Content reasonably required from you to perform the Service and in a suitable format as specified by us. We shall have the right to change Content provided by you as we deem necessary or convenient to provide or optimise the Services.
- You shall take such reasonable steps as are required to receive or maintain the Service where the nature of the Service requires your periodic attention, including maintaining your own computer systems.
- To the extent that the provision of a Service relates to an Advertisement displayed, syndicated or distributed via your business website, or using Content from your business website, you grant to us the right to access, copy, store, compile, recompile and index such website and any Content comprised therein, including by automated means such as web ‘spiders’ or ‘crawlers’. You warrant that you have all necessary IPR to grant such rights. All terms and conditions applicable to such a website which may otherwise prevent such use of the website or its Content shall be excluded as between the Parties.
- You are responsible for arranging your online access to the Services and for paying any relevant fees, for example, to your broadband supplier. You are also responsible for having all the necessary equipment for accessing the Service.
- You shall be responsible for taking and maintaining backups of any Content provided by you and for which you are responsible for use beyond the scope of the Services or beyond the Term. We are not responsible for storing any Content associated with the Service following termination or expiry of the Services for any reason.
- If your activities, conduct, advertising or promotion fall within the Financial Services Regulatory Regime, you shall:
- Complete and sign a Credit and Financial Services Advertising Customer Declaration (“CFSA Customer Declaration”), which is available from our office; and
- Fully comply with the terms and conditions on the CFSA Customer Declaration.
- Where the Agreement concerns the display of any Content which consists of or includes anything within the Financial Services Regulatory Regime, you shall within seven days of a request from us, provide or arrange the provision of:
- Proof that you are authorised by the Financial Conduct Authority or that you are an appointed representative as indicated in the CSFA Customer Declaration; and
- A certified copy of the authorised person’s written approval or an explanation of the applicable exemption or other reason why section 21(1) of the FSMA does not apply to the activities, conduct, advertising or promotion referred to in our request.
We may make such a request any time after the date on which your Advertisement was first displayed.
- We shall have the right to decline, suspend or cease to publish any Advertisement or part of any Advertisement, or suspend any Service, immediately and without prior notice, where:
- An Advertisement provides an address (including a branch address) that is not a genuine trading address or otherwise includes inaccurate business or contact particulars;
- An Advertisement includes Content which is in breach of relevant advertising, trading or consumer protection laws, regulations or standards;
- An Advertisement includes the personal data of any data subject without a clear lawful basis for processing under the Data Protection Legislation or where the data subject makes a complaint about their privacy rights being infringed contrary to the Data Protection Legislation;
- We consider the Content is or may be contrary to or infringes our advertising policy, Service rules, the terms of any law, or the rights of any person;
- We consider the Content may subject us to a Claim, prosecution, criticism or embarrassment;
- We consider any Content (including a hyperlinked external website) or your use of the Services is or may be unlawful, misleading, offensive, prejudicial, inflammatory;
- You have failed to provide any information or document requested by pursuant to these terms;
- You have notified us that the display of Content on our Service submitted with a CFSA Customer Declaration may constitute a breach of the Financial Services Regulatory Regime and you fail to provide suitably amended, and where relevant certified, Content within the time specified by us or where such notification has been given in insufficient time to enable us to process any amendment to the Content before the commencement of the publication period of an Advertisement as set out in the CFSA Customer Declaration;
- The Content does not comply with any rules or conditions from time to time applicable to third party services with which it shall be used including but not limited to Facebook and Google advertising; or
- We have reasonable grounds to believe that the owner or controller of IPR in Content used within the Advertisement has not granted, has withheld or withdrawn permission for such use.
- Suspension of your Advertisement or Service pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of the relevant Service. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
- Where we have a right of termination or suspension arising from an issue relating to Content (“Content Issue”) we shall have the right but not the obligation to change the Content without prior notice as we deem necessary or convenient to remedy the Content Issue. We shall notify you of the change as soon as reasonably practicable.
Review process and amendments to Advertisements
- Once a first version of your Advertisement is uploaded by you, we undertake an initial review of approximately 5 working days (“the Review Period), during which time you may request any amendments. The Advertisement is deemed approved after the end of the Review Period and we shall have the right to finalise and publish the Advertisement in our sole discretion. If at the end of any Review Period you have not provided any feedback, requested any amendments or indicated your approval, the Advertisement shall be deemed to be approved and shall be published according to the applicable Service Rules.
- We shall not be liable for failure to action a request for amendment of an Advertisement where such request is, in our reasonable opinion, indecipherable, unclear or has not been received by us in writing or by means of you making changes via direct access to your Membership Account intrinsic to that Service.
- Further amendments requested by you in respect of any Advertisement or Service during the Term shall be subject to Fair Usage.
Profile Pages on Seenobounds.co.uk
- Images on Profile Pages must only show your business’s premises, products, services, or trade association logos where the business is a member of that association and in compliance with the association’s rules. You shall be responsible for uploading images online at Seenobounds.co.uk
- Links to external websites included on Profile Pages must be live or have a high quality and informative holding page and must allow Users to return to Seenobounds.co.uk by clicking on the “Back” button on their browser.
- The logo for your business must be the correct logo for your business and shall not infringe the IPR of any third party. You shall indemnify us for any Costs incurred by us in the event that any third party brings a claim or objection against us for infringement of IPR or for other claims or objections including for misrepresentation or misleading consumers.
- Where you access or use any part of our email messaging services, you agree that we may monitor emails received by you using this or any other functionality provided by us to help us customise our functionality or otherwise improve the Services.
- We may contact you about your Business Directory Account and your Services using any of the contact details you have provided to us and all such communications will be deemed to be with you or your authorised representatives. We have no obligation to verify the identity of anyone communicating with us via those contact details.
- Unless you tell us otherwise, we will issue all account communications (including any Confirmation of Order, invoice, and statements) to your Business Directory Account. You shall be responsible for accessing your Business Directory Account and checking your invoice.
User Generated Content
- We shall have the right to encourage and permit users to publish User Generated Content on Seenobounds.co.uk including in relation to you and your business. You acknowledge that for these purposes we act as a passive conduit for User Generated Content and it is not practicable for us to, and we will not monitor, review or moderate any User Generated Content published to Seenobounds.co.uk. Instead we operate a “notice and take down” procedure (“NTD Procedure”) which you agree to use as the sole remedy for User Generated Content to which you have any Claim or objection.
The NTD Procedure shall comprise the following:
- You must notify us immediately upon becoming aware of any User Generated Content to which you have any Claim or objection (“Complaint”).
- We shall review the User Generated Content and may take such action as we deem appropriate including removal of the User Generated Content, initiation of the process set out pursuant to section 5 of the Defamation Act 2013, or rejection of the Complaint.
Unless otherwise specified in the Complaint you acknowledge that we have the right to disclose your identity and contact details to the person responsible for an item of User Generated Content.
We reserve the right to refuse to disclose, unless compelled to do so by law, the identity or contact details of any person who is responsible for User Generated Content.
We will not be responsible or liable to your or any third party for the content or accuracy of any User Generated Content posted on Seenobounds.co.uk. You shall indemnify us for any Costs incurred by us if you do not attempt to resolve a complaint regarding User Generated Content by the NTD Procedure.
External Website Elements
- External Elements means functions and design elements provided by a third party, which may be made available to you as part of any Service, including when integrated into any website or other product or output of a Service.
- External Elements, including functions and design elements on Seenobounds.co.uk, may be under licence from third parties including by Google or Facebook.
- You agree to be bound by the terms and conditions applicable to the use of such External Elements, and you release us from any liability for breach of the Agreement necessitated by the terms and conditions applicable to the use of such External Elements.
- You acknowledge such third party’s functionality:
- Is not within our influence or control;
- May be subject to change without notice; and
- May be subject to criteria for service provision, compliance with which shall be your responsibility; and
- Where such functionality requires an account with the third party, you authorise us to:
- Set up and administer such an account on your behalf; and
- Publish such pages and profiles as are necessary for the functionality on your behalf, including by publishing Content you have provided to us for any related purpose and by our creating or otherwise providing Content; and
- We shall have no liability in respect of such functionality including any changes or cessation of functionality or compliance with conditions for use as in effect from time to time.
A Google Maps service may be made available to you as part of any Service and on Seenobounds.co.uk, under licence from Google Inc. By using the Google Maps service and any data or information accessed from Google Maps in any Service, you agree to be bound by the Google Maps terms and conditions available at: http://www.google.com/intl/en_us/help/terms_maps.html as may be amended from time to time.
Third Party Services
- Where a Service includes acting on your behalf in any capacity in respect of a service conducted by a third party including third party directories, social media, and search engines (“Third Party Service”) you authorise us to:
- Set up any necessary logins or accounts on your behalf,
- Operate the Third Party Service on your behalf,
- Publish all Content associated with the Service to the Third Party Service; and
- You indemnify us for any Costs incurred in respect of the Third Party Service.
- Where Services involve publication of your Content on Third Party Services, we shall have no liability in respect of the features, timeliness or availability of such Third Party Services, which shall be considered beyond our reasonable control including where your Content or Created Content is rejected by the Third Party Services.
- We may modify the content, size and/or format of Advertisements to the extent reasonably required to comply with the technical specifications and policies of any Third Party Service from time to time.
- You acknowledge that we cannot guarantee any specific positioning for Advertisements or any leads from or responses to such Advertisements. You acknowledge that our past performance is not indicative of any future results you may experience.
- You shall not engage in any activity that interferes with or disrupts Seenobounds.co.uk or the servers and networks that host Seenobounds.co.uk, nor attempt to circumvent, disable or otherwise interfere with security-related features of Seenobounds.co.uk or features that prevent or restrict use or copying of any Content or enforce limitations on the use of Seenobounds.co.uk or the content therein.
- We shall have the right to refer any suspected fraudulent, abusive or illegal activity to appropriate regulatory and/or law enforcement authorities without notice to you.
- You shall comply with all written security or network access requirements that we provide to you.
- You shall keep confidential any passwords or access codes that we provide to you, and you shall have absolute liability for all actions taken when your logon details are used other than where such use is as a result of our failure or breach of data security.
- You shall notify us immediately if you become aware of any unauthorised use of passwords or access codes that we give you or any other breach of security that could affect us or the Services.
- We shall have the right to sign you out of the Services if you are inactive for an extended period of time and to modify your user settings without notice.
- You warrant that Content uploaded by you or on your behalf to Seenobounds.co.uk or to other computerised systems in connection with the Agreement, shall be free from viruses, fault or other conditions that could damage or interfere with computer systems.
- You warrant that you shall not:
- Tamper with, update, change or gain unauthorised access to any part of any of our Services, the software or systems that we use to run the Services, and the security measures applied to our Services;
- Use any automated means to monitor or copy the Services or Our Content;
- Modify, edit, reverse assemble, reverse engineer, decompile, distribute or display any part of our Services or make other works based on any part of Our Services;
- Use the Services to store or transmit viruses, bugs, trojans and other forms of computer programming malware;
- Interfere with or disrupt the performance of the Services or any third party data;
- Disable any licensing or control features of the Services or in any way interfere with features which place limitations on the use of the Services;
- Remove, obscure, or alter any notice of copyright, trade mark or other mark or wording relating to ownership rights, which is contained in our Content or any aspect of the Services;
- Use the Services in a way that interferes with their normal operation or that consumes a disproportionate share of their resources;
- Use the Services to collect or use, or to distribute software that collects, personal data including email addresses, screen names, other identifiers or information; or
- Use the Services to monitor data or traffic on any network or system.
- You shall pay the Charges for each Service as set out in the Membership Order. Charges are noted in the Membership Order exclusive of VAT and any other applicable taxes, which you shall pay in addition.
- Payment shall be made in pounds sterling (indicated with the symbol “£” in the Membership Order) by electronic funds transfer (including by BACS transfer or Direct Debit or Stripe arrangement), cheque or credit card payment.
- Where a Service is subject to a Monthly Rolling Term:
- The Charges in respect of each Service Month shall be paid by monthly/annual payments via provided payment system in that Service Month and in accordance with agreement set up at the time your Membership Order was given;
- You shall do nothing to block, delay or otherwise invalidate the payment of your agreement.
- You shall not cancel a subscription agreement or claim a refund under the Direct Debit Guarantee in respect of any Service Month, and we reserve the right to immediately initiate debt recovery procedures in the event of breach of this sub-clause, subject always to your rights (qualified by your obligations) in this agreement. You indemnify us without limitation (notwithstanding any other clause of these Conditions) for any Costs arising due to your breach of this clause.
- Unless you notify us to the contrary, we shall be entitled to apply any payment made to the earliest outstanding Charges due and payable by you in respect of any Agreement or Service.
- You shall have no right of set-off in respect of any sum that we may owe to you against any Charges due and payable under this Agreement.
- Interest on any amounts payable pursuant to this Agreement remaining unpaid 14 days beyond the Invoice date shall compound and accrue daily at an effective rate equivalent to a per annum rate of 8% above the Bank of England Base Rate. Interest shall be due and payable immediately upon accrual and shall not require invoicing.
Term, Termination and Early Payment
- The Agreement shall commence on the date of the Confirmation of Order notwithstanding that your profile may not be ‘active’ from this date.
- Unless it is terminated earlier in accordance with these Conditions, the Agreement shall continue until expiry of the term of all Services on the Confirmation of Order.
- The term of each Service shall commence on the date of the Confirmation of Order and shall continue until unless terminated in accordance with the Agreement.
- You may notify us in writing that you want us to permanently remove your Advertisement from display on Seenobounds.co.uk or. We will endeavour to action this request as soon as is reasonably practical. You shall not be discharged from your obligations to pay the full amount of the Charges contracted for the term of the Service, notwithstanding the removal of an Advertisement.
- Where a Service is subject to a Monthly Rolling Term you may terminate the Service after the expiry of any Initial Period by giving notice 14 days prior to expiry of the Initial Period or end of the then current Service Month, otherwise notice shall be effective as of the end of the next Service Month. Notice pursuant to this clause shall be in writing to a Director of the Company.
- If you terminate or opt out of any Agreement and you subsequently wish to advertise with us, a new Agreement shall be required.
- The Agreement shall immediately terminate without notice, if notice is given, a resolution is passed, or an order is made, for:
- The winding up of, or the appointment of an administrator over, the other Party (being a company);
- The bankruptcy of the other Party (being an individual); or
- The bankruptcy of a member of the other Party (being a partnership).
- The Agreement shall immediately terminate without notice, if notice is given, a resolution is passed, or an order is made, following the death or serious illness or incapacity (whether mental or physical) of a Sole Trader, key partner (if you are a partnership) or Director of a Limited Company or LLP making them incapable of managing his or her own affairs.
- Either Party may suspend some or all of its obligations pursuant to the Agreement immediately upon written notice if:
- A petition for the winding up of the other Party (being a company) is filed;
- A petition for the bankruptcy of the other Party (being an individual) is filed;
- An application is made to a court for the appointment of an administrator or if a notice of intention to appoint an administrator is given in respect of the other Party;
- A receiver is appointed over all or any of the assets of the other Party; or
- Any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause.
- Either Party may terminate the Agreement immediately upon written notice if:
- The other Party commits an irremediable material breach of the Agreement;
- The other Party commits a material breach of the Agreement and fails to remedy that breach within 30 Business Days of being given written notice to do so;
- The other Party repeatedly breaches the terms of the Agreement and such breaches continue after 10 Business Days of being given written notice of such breaches;
- The other Party is unable to pay its debts as they fall due and payable within the meaning of Section 123 of the Insolvency Act 1986; or
- The other Party suspends or ceases carrying on all or a substantial part of its business.
- We may, without prior notice, immediately suspend any or all Services provided to you if:
- You engage in any Click Fraud or Astroturfing in respect of any Service (whether yours or a third party);
- You fail to pay any amount due pursuant to the Agreement or any other agreement between you and us when due and payable; or
- We otherwise have a right of termination without prejudice to the exercise of such right, excluding our right to terminate for any or no reason pursuant to clause 56.
Suspension of your Services pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of such Services. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
- We may terminate any Service or part thereof, at any time for any or no reason, by giving 14 days written notice. In the event of termination pursuant to this clause, you shall be released from further liability in connection with the Service and shall be entitled to a pro-rata refund any Charges you have already paid to us and which relates to a period after the date that the Service has terminated.
Suspension of Services
- We may temporarily suspend any Service at any time:
- To carry out essential maintenance;
- To prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue; or
- If we have reason to believe that you are no longer using the Services or that the password and access codes we have provided to you are being misused, including where you fail to respond to email from us regarding your contact information;
- Where you do not accept our decisions to amend or reject an amendment of your Advertisement under clause 8.3 (regarding Fair Usage).
Suspension of your Services pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of such Services. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
Limitation of Liability
- Nothing in this Agreement shall limit either Party’s liability for:
- Death or personal injury caused by such Party’s negligence;
- Fraud or fraudulent misrepresentation; or
- Such other liability which cannot be excluded or limited by applicable law.
- We shall not be liable for any consequential, indirect, exemplary, punitive, special, incidental or reliance damages, or for any damages related to lost profits, lost data, lost opportunity or business interruption, howsoever caused (including by our negligence, but without prejudice to the below) and even if a Party knew or should have known of the possibility of, or could reasonably have prevented, such damages.
- In all other cases our aggregate liability shall be limited to the total Charges paid by you in respect of the Service that is the subject of the Claim in the twelve (12) month period preceding the cause of action arising.
- If we are responsible for an error or omission in an Advertisement we shall correct the error or omission as soon as reasonably practicable upon receipt of written notification and without charge to you, and at our sole discretion may reduce the Charges for such Service by such amount as is fair and reasonable having regard to the nature of the error or omission, or extend the duration of the Advertisement as compensation. We shall have no further liability in respect of an error or omission in an Advertisement for which we are responsible, and you release and hold us harmless from any Claim thereby arising.
- If you are responsible for an error or omission in an Advertisement we shall correct the error or omission as soon as reasonably practicable upon receipt of written notification and subject to your payment of any further charges as is fair and reasonable having regard to the nature of the work likely to be required and expenses likely to be incurred to correct the error or omission as determined at our sole discretion. We shall have no liability in respect of an error or omission in an Advertisement for which you are responsible.
Warranties and Disclaimers
- Each Party warrants that it has all necessary power and authority to enter into and perform its obligations pursuant to the Agreement.
- Unless expressly stated in the applicable Service rules we make no representations, warranties or guarantees that an Advertisement or Service shall generate any particular volume of Impressions, Clicks, calls, business opportunities, or any particular profit or revenue.
- The appearance, including the look, functionality and formatting, of Services may:
- Vary depending upon the browser or device, including mobile platforms, used by the User; and
- Be changed by us without notice.
- Except as expressly stated in the Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law. You shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person or agent (whether party to the Agreement or not) other than as expressly set out in the Agreement.
- You acknowledge that computer and telecommunications systems are not uninterrupted or fault free and we do not make any representation or warranty in relation to such systems and the availability thereof. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrading may be required and we cannot therefore guarantee uninterrupted provision of Services. We will take all commercially reasonable steps to minimise any such periods of interruption or non-availability. You shall promptly notify us if you notice any problems with the availability or functioning of the Services so that we can try to fix these problems.
- We make no warranty and give no representation of any kind in relation to Third Party Data, and we shall not be liable for inaccuracy in or arising out of Third Party Data.
- You warrant that all Content you provide to us complies with:
- The CAP Code (UK Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing);
- All applicable guidance, codes or other regulations made available by any competent authority having jurisdiction over or responsibility for the regulation of advertising in the United Kingdom, including Ofcom, PhonepayPlus, and the Advertising Standards Authority;
- The Advertising Policy; and
- All applicable laws and regulations, including the Consumer Protection from Unfair Trading Regulations 2008, the Business Protection from Misleading Marketing Regulations 2008, the Trade Description Act 1968, the Consumer Rights Act 2015, the Consumer Credit Act 1974, the Local Government (Miscellaneous Provisions) Act 1976, the Surrogacy Arrangements Act 1985, FSMA, FSMA (Financial Promotion) Order 2005, CONC and the Data Protection Legislation.
- You warrant that:
- You are acting and shall act in a business capacity on behalf of your business and not as an individual or as a consumer;
- The Agreement is entered into and shall be operated solely for legitimate business activities;
- You own or hold sufficient rights in all relevant IPR to enable us to use Content you provide to us in connection with the Services;
- All electronic files you provide to us have been produced using properly licensed software and are free from viruses and any other harmful software;
- Where Content comprises in whole or in part material that has previously been published in other media including printed directories, you own or hold sufficient rights in all relevant IPR necessary to reproduce that material in any other media channel requested by you;
- Where you have provided us with a brief or instruction for the development of created Content, the created Content does not and shall not infringe, contravene or otherwise impair the IPRs of any third party;
- Where the Service requires us to link to your website, warrant your website will comply with all applicable laws and regulatory instruments as set out in these Terms;
- Where any Advertisement containing time dependent or sensitive indications, offers and promotions shall not be presented in a way so as to, or found by a court or other body of competent jurisdiction to, mislead users of our Services; and
- If an Advertisement consists of or includes a financial promotion (other than a financial promotion to which an exemption under the FSMA (Financial Promotion) Order 2005 applies), prior to first display of the Advertisement the Content shall be approved in writing for the purposes of section 21 of the FSMA by a person authorised by the Financial Conduct Authority.
- We do not, in any circumstances, approve or endorse any product or service that you may market or sell through your use of the Services.
- Our tracking and reporting of the performance of any Service or Advertisement shall be determinative for the purposes of this Agreement including for measuring performance against commitments and key performance indicators specified in the applicable Service Rules.
Intellectual Property Rights
- You shall not use any Content, process or software available or identifiable on Seenobounds.co.uk for commercial or derivative purposes unless you have obtained our express written agreement. You shall not decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to Seenobounds.co.uk.
- If you provide any Content to Seenobounds.co.uk or otherwise to us in connection with the Agreement you grant to us for the duration of the Service a worldwide, irrevocable, royalty free, transferable, sub-licensable, non-exclusive licence to use such Content for the purposes of:
- Providing the Services to you;
- Displaying Advertisements in whole or in part by any means, and across any media whether now known or invented after the Effective Date which may include the display of your Content and IPRs on third party properties and platforms to which we syndicate or otherwise distribute Advertisements; and
- Our marketing, research and promotional activities;
The rights hereby granted shall also include the right to link your Advertisement to, or present it in conjunction with, other material.
- You warrant that you have all necessary rights to grant the licence referred to above and that your Content is not defamatory, does not infringe any law or third party rights.
- The continued use of your Content beyond the term of the Agreement shall not constitute an infringement of IPR or a breach of contract where such use arises as a result of our continued use (including display, syndication or distribution) of materials bearing the Advertisement.
- We shall have the right to disclose your intention to use or use of Content to such persons as we reasonably consider to be or have a claim to be the owner of IPRs in your Content, and on request you shall promptly provide us with proof of your IPRs in Content including by way of giving evidence in any Claim brought against us by a third party.
- Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs.
Changes to the Services and Conditions
- We are committed to the constant improvement of our products and services. We shall have the right to modify Seenobounds.co.uk or any of the Services from time to time without prior notice provided the change is not materially detrimental to the value or function of the Service. If we consider that such modification is reasonably likely to be materially detrimental to the value or function of the Service, we shall notify you of such modification and you shall have the option, if exercised within 14 days of notice or other reasonable period specified within the notice, to terminate the Service without further liability and receive a refund for that part of the Charges paid in advance which relates to a period after the date of termination.
- We may from time to time amend these Conditions and the Service Rules without notice to you. The updated version of the Conditions and Service Rules shall be made available at www.seenobounds.co.uk/legal, together with their effective date. You undertake to visit www.seenobounds.co.uk/legal regularly to inform yourself as to any changes. If you do not agree with any legal change to these Conditions which has a material prejudice for you or your business, you may notify us in writing within 30 days of the date of the amended Conditions being posted on www.seenobounds.co.uk/legal to terminate the Agreement, and thereafter, we will give you a proportionate refund of any Charges paid in advance for the period following termination.
- Assignment. You shall not assign or otherwise dispose of all or any of your rights or obligations under the Agreement without our prior written consent. Any purported assignment in breach of this clause shall be deemed null and void. We may assign the Agreement to any third party, in full or part, at our sole discretion, by giving written notice of the assignment to you.
- No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of, or seeks to rely on, the Agreement or any part of it.
- This Agreement may be executed by electronic signatures including by application of digitised signature, digital pen, typed signature, DocuSign, or similar methods, and such electronic signatures shall be sufficient to bind the Parties to this Agreement.
- The Agreement constitutes the entire agreement between the Parties relating in any way to its subject matter and supersedes all prior discussion and any prior agreement. Each Party acknowledges that in entering into the Agreement it has not relied on any warranty, representation or other promise of any nature not contained in the Agreement.
- The Parties shall, and shall procure that their officers, employees, agents and service providers shall at all times comply with the Bribery Act 2010. A Party shall notify the other Party if it becomes aware of any breach of suspected breach of this clause that may have a connection to the Agreement. The Party potentially in breach of this clause (“Party in Breach”) shall provide all reasonable assistance to enable the other Party (“Other Party”) to investigate the breach or suspected breach of this clause. If the Other Party reasonably concludes the Party in Breach has breached this clause: (a) the Other Party may immediately terminate the Agreement without further liability by giving written notice, and (b) the Party in Breach shall indemnify, defend and hold harmless the Other Party against any Costs arising due to the breach.
- Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations pursuant to this Agreement if such delay or failure is caused by a Force Majeure event. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. Either Party may suspend or terminate this Agreement immediately upon written notice if a Force Majeure Event occurs and has prevented the other Party from performing its obligations pursuant to this Agreement for four weeks and continues to do so.
- The Agreement and any disputes arising out of or in connection with it or its subject matter shall be construed in accordance with and governed exclusively by the laws of England and Wales. The Parties irrevocably agree the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter.
- Any notice given in connection with the Agreement shall be in writing to the recipient’s registered office address or email address on the Membership Order. Notices shall be deemed to have been delivered:
- Immediately if delivered in person before 5.00pm on a business day, otherwise on the next business day;
- The business day after dispatch if sent by overnight courier;
- Two business days after posting if sent by prepaid registered post; or
- Immediately upon transmission if sent by email with a confirmation receipt before 5.00pm on a business day otherwise at 9.00am the next business day.
- The relationship between you and us shall not be that of partners, agents, or joint ventures for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes.
- If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be severed from this Agreement and the remainder of the Agreement shall continue in full force and effect to the maximum extent permitted by law.
- This Agreement shall be binding upon the Parties and their respective successors and assigns.
- Each indemnity, disclaimer, warranty, undertaking as to defence, undertaking as to confidentiality and release in the Agreement, and agreement as to jurisdiction and governing law, shall survive the expiry or termination of the Agreement. All obligations and debts incurred pursuant to the Agreement prior to its termination or expiry shall survive the expiry or termination of the Agreement.
- Nothing in the Agreement, express or implied, confers upon any third party any right, benefit or remedy under or by reason of the Agreement, the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- Any order for the inclusion of an Advertisement or other particulars on Seenobounds.co.uk or in a similar database is intended and shall be construed as the note of agreement or electronic communication required by Section 3 of the Unsolicited Goods and Services Act 1971.
- No variation, modification or waiver of any provision in the Agreement nor consent to any departure by any Party from any such provision, shall be effective unless in writing and signed by the Parties.
- A failure or delay by either Party to enforce any right or remedy available under this Agreement shall not constitute a waiver of such right or remedy or a waiver of other right or remedy. If either Party waives any specific obligation or liability under this Agreement, such waiver will not extend to any other obligations or liabilities under this Agreement.