Terms and Conditions
Loud Marketing Terms and Conditions
All Promotions Terms and Conditions
1. Introduction, Incorporation and Interpretation
1.1. These Terms are incorporated into each agreement entered into between the Customer and Loud Marketing relating to the supply of Promotions, whether or not the Order Form or any other document to which the Customer agrees makes reference to the Terms.
1.2. In this Contract:
“Loud” means Loud Marketing.
“Maps Listing” means a first page Google maps listing as specified on the Order Form
“Contract” means the contract, of which the Order Form forms part, to which these Terms apply;
“Customer” means the person identified as such on the Order Form, or the Non-paying Customer;
“Customer Content” means the Customer’s content created or supplied by the Customer for use in the Maps Listing;
“Customer Links” means any hyperlinks placed by the Customer in the Customer Content or otherwise in the Website Listing;
“Order Form” means the paper or online order form which forms part of the Contract or, where there is none, the sales receipt;
“Deposit” means the deposit paid for the Business Listing as set out in the Order Form, including any additional top-up payments;
“Email” means an email sent to the Customer as a result of a completed online contact form
“Lead” means any of the following: Call, Click, View, Email;
“Fees” means the set up fees and any service provision fees (including interest) for the Business Listing, as set out on the Order Form;
“Linked Content” means the content of any website linked to by the Customer Links
“Terms” means these terms and conditions;
“Third Party Provider” means any third party service provider (including but without limitation search engines or telephone directory services) on whose search results the Business Listing will appear;
“View” means a viewing of the Customer website.
2. Maps listing
2.1. Loud shall permit the Customer to or shall himself post the Customer Content on the Maps Listing purchased for the relevant term and subject to the payment of Fees.
2.2. Loud shall develop the maps listing in accordance with the Customer Content, which shall include (as appropriate): business address (including postcode), business telephone number, link to receive enquiry emails, website link, business specific keywords and business description.. The Customer shall provide the Customer Content to Loud, either at the time of the order or within 2 weeks from the date on the Order Form (unless otherwise agreed in writing) and in such format as Loud reasonably requires. If Loud does not receive the Customer Content within the 2 weeks allowed, then he will complete the Maps Listing using basic business details and reserves the right to make an additional charge, in accordance with its current rates, for the time spent developing the Customer Content. By completing the Order Form the Customer agrees to be bound by the terms of the Contract. No conditions other than those set forth herein and in the Order Form shall be binding on Loud unless: (i) specifically agreed to in writing by Loud and (ii) signed by or on behalf of the Customer and Loud. Save in respect of any such exception, in case of any inconsistency between the Order Form and these Terms, these Terms will prevail.
2.3. Loud aims to complete the Maps Listing within four weeks of receiving the Customer Content (where applicable, depending upon the services purchased).
2.4. Loud reserves the right at his discretion to submit the Maps Listing, or the relevant part thereof, to one or more Third Party Providers, and if it does so, the Customer agrees that Loud has no control over these search engines and as such cannot guarantee that the submission will be accepted or at what position in the search results the Maps Listing will appear.
2.5. Except as otherwise expressly provided in the Order Form, positioning of Maps Listings is at the sole discretion of Loud or the Third Party Provider, and neither Loud nor the Third Party Provider will be prohibited from also carrying Maps Listings for any product or business competitive to that of the Customer.
2.6. Unless stated on the Order Form, Loud cannot guarantee any Leads of a Business Listing, or timescales for delivery with any such performance based service.
2.7. Loud and any Third Party Provider shall be responsible for the hosting, operation and maintenance of the Maps Listing and, although it shall use its reasonable endeavours to keep the Maps Listing available on the Internet, Loud gives no guarantee as to continuing service availability.
2.8. If you do not make the payment required for the hosting of your website for a period of 20 days from the date that the monthly invoice was sent Loud Marketing Ltd will contact you via email advising you that your website will be deactivated. Loud Marketing Ltd will then provide you with an addition 7 days to respond to the email and make the payment required in order for them to reactivate your website.
2.9. Unless otherwise agreed in writing, any property or material supplied by or on behalf of the Customer in order for Loud to create the Maps Listing will not be returned to the Customer.
2.10. Loud may telephone the Customer from time to time and, as with incoming calls to Loud, the Customer accepts that all such calls may be recorded for internal purposes, including monitoring and training.
2.11. The Customer accepts that Loud cannot ensure that the Maps Listing is in all respects visible in all browsers and versions of these browsers. Loud shall use its reasonable endeavours to ensure that the Maps Listing is visible in the most commonly used version of Internet Explorer.
2.12. The Customer accepts that any Maps Listing purchased is subject to editorial review by Loud and any Third Party Provider. Loud also reserves the right, without liability, to reject, replace, omit, terminate or exclude Any Maps Listing, Customer Links or order for the same, for any reason, at any time, with or without notice to the Customer, whether or not such listing, link or order was previously acknowledged, accepted, or published. Not withstanding this, Loud will use reasonable endeavours to fulfill the Customer’s requests.
2.13. Information concerning the Customer contained on the Maps Listing will be derived from information provided by the Customer and it is therefore the Customer’s responsibility to ensure that the information is accurate by checking the Maps Listing. The Customer acknowledges and agrees that the information it has submitted to Loud shall at all times be accurate, complete and up to date. Loud Marketing shall incur no liability for any errors in that information, except those which were introduced by Loud and could not reasonably be checked by the Customer. Loud reserves the right to edit the content provided by the Customer in order to improve delivery. If Loud finds any evidence indicating that the Customer has provided false information in its listing, it reserves the right to cancel the Contract without notice.
2.14. The customer acknowledges and accepts that their services and or products may be reviewed either favourably or unfavourably by third party consumers and that third party review activity does not constitute the view or opinion of Loud. The Customer accepts that Loud offers no editorial services for reviews and is not in a position to investigate every review, but takes reasonable steps to prevent libellous or offensive materials from being posted online, although Loud reserves the right either to maintain or to remove reviews for any reason within its sole discretion.
2.15. The Customer accepts that Loud will remove positive reviews if they can be traced to the business owner or others connected with the business (falsely representing oneself as a consumer is illegal under European Legislation).
2.16. The Customer accepts that Loud will generally only remove negative reviews on the basis of a breach of the truth and reserves the right to apply its sole discretion in the matter.
Video Profile Advertising
2.17. Subject to feasibility, and payment of the appropriate fees and charges as set out in Clauses 3.14 and 3.15, Customers shall be entitled to commission either of two types of video profile – a Custom Video (60 seconds long) or a Photo Video (30 seconds long) (“the Video Profile”). Loud shall develop the Video Profile in conjunction with a third party production partner (“Video Production Partner” – “VPP”). The VPP will retain creative and editorial control over the video profile. However, it is the Customer‟s responsibility to provide all information or materials required for production, on time and in the correct format. A failure to do so will be deemed to be the grant of any reasonably necessary discretion by the Customer so as to enable the Video Profile to be completed by VPP. Loud will accept no liability for, and the Customer will grant Loud an indemnity in respect of, any losses arising out of any such failure.
2.18. Following completion, the „draft‟ Video Profile will be emailed by the VPP to the Customer. There will then >be a five working day review period during which the Customer may request reasonable one-off minor amendments to the Video Profile free of charge. Any changes requested thereafter will be subject to additional charges (see Clause 3.15).
2.19. The final Video Profile will contain a watermark and feature the company logo at the beginning and end. Loud also reserves the right to include a short (no longer than 5 seconds) advertisement pre and post rolling of the Video Profile. Loud will host and stream the Video Profile on its own website and, at its absolute discretion, may licence the same to be displayed on the website of any other third party provider with which Loud has dealings.
2.10. Any Video Profiles and all copyright and related intellectual property rights therein (except any underlying copyright or other intellectual property rights, which will have been licensed to Loud by Clause 7.4) will remain the exclusive property of Loud. Customers are free to use the Video Profiles wherever they wish during the term of the Contract provided that the Video Profiles remain in their originally produced format. They may not be re-edited and the Loud logo credits may not be removed. Customers have the right to promote their Video Profile link (URL) on any marketing materials and, subject to the foregoing, may also display, publish or disseminate the Video Profile in any way they see fit.
2.21. Where the Customer grants any licence relating to the Video Profile to a third party, it shall be upon the same terms as Loud licence to the Customer and shall, in particular (but without limitation) include provisions that the Video Profile shall only be used if the Loud logo credits are included.
2.22. All Video Profiles are subject to an annual hosting fee as set out in Clause 3.7. The hosting fee for the first 12 months is included within the charges for the production of the Video Profile.
2.23. Upon expiry or termination of the Customer‟s Contract with Loud, any links to the Video Profile under the control of Loud will be disabled; the Customer is required to disable any links to the Video Profile within its power or control; and any rights relating to the Video Profile granted by Loud will be withdrawn. In such circumstances, Customers may purchase a licence to use the Video Profiles on third party websites for a one off cost as set out in Clause 3.7, providing that the Video Profiles remain in their originally produced format. Under no circumstances may the Video Profile be re-edited or the Loud logo credits removed.
3. Payment of the Fees
Payment Terms (all products other than Pay-as you-go- products)3.1. Where the Fees set out on the Order Form include those expressed to be initial set up fees, the Customer shall pay that element of the Fees on entering into the Contract. Where the Fees set out on the Order Form include those expressed to be monthly set up or service provision fees, the Customer shall pay those elements of the Fees monthly in advance by direct debit unless otherwise specifically agreed by Loud. In the event that, for whatever reason, Loud do not obtain any of the agreed instalments by direct debit, from the Customer when due as herein provided (time being of the essence) Loud can without notice or demand, declare the entire amount due under the terms of the Contract as payable immediately. The Customer hereby agrees and expressly authorises Loud to charge the Customer’s credit/debit card with the full amount owed without further recourse to the Customer and where any attempt by Loud to obtain Fees fails for whatever reason, the Customer will incur an administration charge of £50 which shall be payable immediately and in addition to the full amount outstanding.
3.2. All payments made shall include value added tax at the prevailing rate.
3.3. Loud reserves the right to increase its service provision fees, on certain market controlled services only, at any time, subject to 30 days notice of such an increase sent electronically to any e.mail address that Loud have for the Customer or by post to the Customer‟s registered postal address.
3.4. Ongoing Agreement – Where we are managing campaigns on an ongoing basis and no specific end date has been agreed with you, you shall be deemed to have authorised us to continue advertising on your behalf until you give us 30 days notice (in writing via post) to the contrary. Monthly budgets committed to will be deemed to be indicative, rather than maximum ceilings, unless you state otherwise (this leads to better value for money and a more even spread of your monthly budget).
3.5. The Customer shall pay all amounts due to Loud in full without any deduction or withholding and shall not assert any credit or set-off or counterclaim against Loud in order to justify the withholding of the whole or part of any such amount. If any Fees become overdue for payment Loud may claim interest, (both before and after judgment) at a daily rate of 4% above the Barclays Bank base rate on any outstanding amount until all Fees are received, together with the costs of recovering payment, including any incurred by a debt recovery agent.
3.6. The Customer shall not be entitled to withhold payment, in full or in part for any bookings of Business Listings accepted by Loud, by reason of the fact that Loud is prevented from publishing (or continuing to publish) such Business Listing in whole or in part by any court of competent jurisdiction or does not publish or ceases to publish such Business Listing in consequence of any actual or threatened legal proceedings or by order or request of any regulatory body or generally recognised industry or internet watchdog organisation or for any other valid reason.
The Customer shall immediately on demand reimburse Loud with any costs incurred by Loud in connection with such legal or other proceedings.
Pay-as-you-go Leadfinder Payment Terms
3.7. Customer‟s credit/debit card details, provided when paying the original Deposit) as soon as the account falls to within 2 charged Leads of falling below zero.
Where any such attempt by Loud to charge the Customer’s debit/credit card fails for whatever reason, the “automatic top-up service” will be discontinued, the Customer’s account will be reduced to zero and the Advertising Product will be downgraded to a basic non-marketed listing. The Customer can reinstate the Advertising Product at any time thereafter by supplying a further Deposit.
Unless the “automatic top-up service” applies, the Customer is required to monitor its account balance and top it up when the balance gets low to avoid the listing being downgraded. Without prejudice to the foregoing, a reminder will normally be sent out by Loud when the account is within 2 charged Leads of falling below zero. The Customer may access its account balance at any time by sending a request.
If the Customer requests a refund from Loud (see Clause 3.10 below), no payment will be made in respect of any remaining funds which were credited by Loud. The credit provided by Loud will also be cancelled at that time and will not be available for further use, even if the Customer tops up its account again.
3.8. All Leads are subject to a charge. This includes, but is not limited to, clients undertaking these actions on their own listings, multiple clicks or visits by the same user, third parties „crawling‟ the client website and leads that do not result in new business.
3.9. The contractual total number of Leads delivered will be in accordance with statistics recorded by Loud. These statistics are definitive, final and not open to challenge by the Customer.
3.10. Loud guarantees neither the rate of Lead delivery nor the quality or origin of the Leads.
3.11. The Customer may cancel the contract and request the return of the balance of the Deposit (including any top-up sum) at any time within the 12 months following its most recent top-up. Where the outstanding balance is less than £5.00, the Customer will not be entitled to a refund due to the administrative expense.
After 12 months from the date of payment of the Deposit, or the most recent top-up if later, the Customer will no longer be entitled to request a refund. For the avoidance of doubt, no refunds of unused funds will be made beyond this period. It is the Customer’s responsibility either to arrange a further top-up or to request a refund within the aforementioned 12 month period.
3.12. All payments made shall include value added tax at the prevailing rate.
3.13. Loud reserves the right to increase its monthly fees at any stage but will require confirmation on agreement from the customer.
3.14. On making an order, you will be required to pay a non-refundable deposit (being a fixed percentage of the total value of your order) which will always be non-refundable
3.15. Where Loud is prevented from publishing (or continuing to publish) the Business Listing in full or in part by any court of competent jurisdiction or does not publish or ceases to publish such Business Listing in consequence of any actual or threatened legal proceedings or by order or request of any regulatory body or generally recognised industry or internet watchdog organisation or for any other valid reason, the Customer shall immediately on demand reimburse Loud with any costs incurred by Loud in connection with such legal or other proceedings.
Video Profile Advertising Charges
3.16. The standard charges in respect of any Video Profile commissioned shall be as set out on the relevant Order Form or other similar contractual document between the parties and shall be payable in accordance with the above provisions of Clause 3. All Video Profile charges, including the additional charges at Clause 3.15 below, are nonrefundable.
3.17. The following additional services and charges may be requested and/or apply:
Additional filming (£350)
An additional day‟s filming (maximum 3 hours actual filming) can be requested, to be shot at the original location or a different one. One Video Profile only will be produced from the combined footage.
Additional Editing (£100)
A re-edit, but without re-shoots or additional filming, may be requested.
Additional Annual hosting (£199)
There will be a further charge of £199 per annum for hosting the Video Profile on customers’s website after the end of the first 12 months.
Cancellation of appointment, the following fees apply:Where the Customer completely cancels filming prior to an appointment being arranged, cancellation fee – £100
Where the Customer postpones a filming appointment within 24 hours of its scheduled start, postponement fee – £150
Where the Customer completely cancels filming after an appointment has been arranged, cancellation fee – £200.
4. Term, Renewals and Termination
4.1 Subject to the rest of Clause 4 and in particular Clause 4.4, the term of the Contract will be as set out in the Order Form or, in the case of Customers, as long as the Customer‟s account is in credit, indefinite, unless the Contract is cancelled in accordance with the terms set out herein or otherwise terminated, or, in the case of Non-paying Customers, indefinite and terminable by either side on notice.
4.2. Subject to Clause 4.4, Maps Listings are, where appropriate, subject to a minimum contract period which is based on the specific product chosen and is set out on the Order Form.
4.3 Subject to Clause 4.4, this contract is, where appropriate, subject to automatic renewal for the same minimum contract period as set out in the Order Form and the Contract will continue until cancelled in accordance with the terms set out herein or otherwise terminated. If the Customer wishes to terminate the contract at the end of the initial minimum contract period, it shall provide Loud with a minimum of 30 days written notice of the same.
4.4. Where Loud agrees in the Order Form to deliver a minimum number of Leads, then if Loud delivers 150% or more of its target before the expiry of the initial term of the Contract, Loud shall notify the Customer and offer to renew the Contract for a period equal to the initial minimum contract period running from the day after 150% of Target was reached. The target shall remain unaltered (unless both parties agree mutually satisfactory new terms) and the provisions set out in the Order Form shall be confirmed in an updated order form setting out the appropriate dates and other information. If, within 14 days of notification, the Customer elects not to renew its contract with Loud, the Contract shall be terminated, Loud shall be deemed to have fulfilled its obligations under the Contract and the Customer shall have no accrued rights in that regard. If the Customer accepts the new terms, or fails to respond within 14 days, the Customer will be deemed to have accepted the new terms as set out in the updated order form and a new contract between Loud and the Customer will have been formed.
4.5. For pay as you go Customers, the Contract will continue in force until 12 months after the Customer’s most recent Deposit or top-up. At that time, the Business Listing will be downgraded to a basic nonmarketed listing and the Customer‟s unused funds will be appropriated by Loud as an administration charge. The Customer can reinstate the Business Listing, upgrading it from a basic non-marketed listing, at any time thereafter by supplying a further Deposit.
4.6. Either Loud or the Customer may terminate the Contract with immediate effect by giving notice to the other party if that other party is in breach of any of its obligations under this Contract and if, other than when the breach is a failure to pay Fees, where it is capable of remedy, the breach has continued unremedied for a period of seven days after the other party has given notice to the defaulting party, specifying the breach and the steps required to remedy it. Without prejudice to 3.1 above in the event of any unremedied breach by the Customer Loud can without notice or demand, declare the entire amount due under the terms of the Contract as payable immediately.
The Customer hereby agrees and expressly authorises Loud to charge the Customer’s credit/debit card with the full amount owed without further recourse to the Customer and where any attempt by Loud to obtain Fees fails for whatever reason, the Customer will incur an administration charge of £50 which shall be payable immediately and in addition to the full amount outstanding.
4.7. The termination of the Contract (for any reason) shall;
(i) be without prejudice to any other rights or remedies which Loud may be entitled to under the Contract or at law;
(ii) not affect any accrued rights or liabilities which Loud may then have; and
(iii) not affect the coming into or continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force after such termination.
5. Customer Content
5.1. The Customer shall provide the Customer Content to Loud either at the time of the order, for example in the online Order Form, or within 2 weeks of the date on the Order Form by means of an email to firstname.lastname@example.org or such other email address as Loud may elect or by post. Loud shall use the Customer Content to create the Maps Listing.
5.2. The Customer represents, warrants and undertakes that the Customer Content and the Linked Content complies with the warranties and other provisions in Clause 7.
5.3. Loud reserves the right at any time without notice to remove any Customer Content (or Customer Links) from the Maps Listing if it reasonably believes the Customer Content (or Linked Content) would, or would be likely to, put the Customer in breach of Clause 7 or any other provision of the Contract or would otherwise be detrimental to the interests or goodwill of Loud. Any such action shall be without prejudice to Loud other rights and remedies.
5.4. Any Customer Content which contains content of an unlawful or otherwise unacceptable nature (including but not limited to pornography or content depicting violence) may be reported to the appropriate authorities.
5.5. The customer agrees to allow Loud Marketing Ltd to place a small text link at the footer of a clients website simply stating the website was created by Loud Marketing Ltd. The text link will provide a link back to Loud Marketing Ltd website.
6. Limitation of Liability
6.1. Except as expressly provided in this Contract, Loud gives no warranty in relation to the provision of services under this Contract and all warranties, express or implied, are excluded.
6.2. Loud does not limit or exclude liability for death or personal injury caused by negligence.
6.3. Subject to clause 6.2, Loud entire liability to the Customer arising out of or in connection with the Contract, including without limitation breach of contract, misrepresentation (except where fraudulently made) and tort (including negligence), is limited to the amount of the Fees paid by the Customer under the Contract in the preceding 12 months. This clause also applies in the case of Non-paying Customers, Clause 1.2 notwithstanding.
6.4. Subject to clause 6.2 and notwithstanding the generality of this clause, Loud expressly excludes liability for any indirect, special, consequential or economic loss or damage which may arise out of or in relation to the Contract between Loud and the Customer, whether arising from any failure to publish the Business Listing or host the Video Profile in accordance with the Order Form in a timely manner or at all, or otherwise, and for any loss of profits, revenue, anticipated savings, business, contracts, production or goodwill even if Loud has been advised as to the possibility of such damages.
6.5. In addition, without limiting the foregoing, Loud shall not be liable for any loss, damage or delay howsoever arising caused by events which are not reasonably foreseeable or by circumstances outside its reasonable control, including without limitation governmental action, natural disaster, insurrection, riot, explosion, failure of infrastructure or power suppliers, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown, the failure of third parties to provide necessary or desirable services or other reasons which result in the prevention or delay of its performance under the Contract. Loud shall be excused from such performance to the extent of such prevention or delay.
6.6 Save as specified in this clause, Loud shall not be responsible for any error in the placement of, or failure to place, any Business Listing on customers website or with any Third Party Provider. If Loud Marketing fails to publish any Business Listing or deliver the number of Leads provided for in the Order Form or in the event of any other failure, technical or otherwise, of such Business Listing to appear as provided for in the Order Form, Loud liability will be limited (at the option of Loud) to either:
(i) publishing the Business Listing (or a replacement if provided by the Customer) on positions agreed in the Order Form or as agreed with the Customer as soon as is reasonably practicable in the period following the period during which the Business Listing was scheduled to run and for such time as is necessary to generate a number of substitute impressions or click-throughs of equivalent monetary value to the shortfall; or
(ii) refunding to the Customer that proportion of the Fees paid which relate to those Business Listings or Leads which were not published or delivered or, if the relevant Fees were not paid by the Customer, agreeing that such amounts will not be due or payable or, in the case of a Pay-as-you-go Customer, refunding the balance of the Deposit remaining.
Loud will only provide a refund to the Customer under sub-clause 6.6 (ii) if:
(a) the Customer Content arrived within the time limits specified in the Order Form;
(b) it complied with Loud technical specifications; and
(c) changes to the Customer’s schedules were notified to Loud within the timeframe set out in the Order Form.
6.7 Loud will use reasonable skill and care in performing its duties hereunder but subject thereto:
(i) Loud hereby excludes any warranty, express or implied, as to the performance, quality, accuracy or fitness for a particular purpose of Loud or of any of the contents of its website;
(ii) Loud will not be liable for any losses or damages arising (whether in tort (including negligence), contract or otherwise) directly or indirectly as a result of use of the customers website or in connection with Maps Listings on Google, including without limitation from any technical malfunction, computer error, defect in software, loss of data or other damage or disruption to listings;
(iii) Loud makes no warranty that the contents of its website are free from infection by viruses, worms or trojans or anything else that has contaminating or destructive properties; and
(iv) certain links on Loud may lead to resources located on servers maintained by third parties over whom Loud has no control and Loud accepts no liability arising from access to or use of any material contained on those servers.
6.8. Each of the provisions of this clause 6 is to be construed separately and independently of the others, and if any provision of this clause 6 (or any other clause herein) is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this clause 6 (or any other clause herein) which will remain in full force and effect.
7. Licences, Customer Representations and Indemnification
7.1. The Customer warrants and represents that it is the owner of or is licensed to use the entire contents and subject matter contained in its Customer Content, advertising and information, including, without limitation,
(i) the names and/or pictures of persons;
(ii) any copyright in the material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services, or any other intellectual property rights; and
(iii) any testimonials or endorsements contained in any Customer Content submitted to Loud.
7.2. In addition, the Customer warrants and represents to Loud that:
(i) It has the right to publish all of the contents of the Customer Content submitted pursuant to the Order Form, and can grant to Loud such right, and that such publication will not: (a) breach the confidence or rights of privacy of, or, without limitation, infringe the copyright, database rights, trademark rights, patent rights, moral rights or any other intellectual property rights of, any third party; or (b) violate any applicable law or regulation;
(ii) The Customer Content is legal, proper, decent, honest, accurate and socially responsible;
(iii) It has complied with the codes of practice issued by the Committee of Advertising Practice in the UK, including, without limitation, the British Code of Advertising, Sales Promotion and Direct Marketing, and all other relevant codes under the general supervision of the Advertising Standards Authority or any other relevant authority;
(iv) The Business Listing either: (a) does not constitute a financial promotion within the meaning of the Financial Services and Markets Act 2000 (“the Act”); or (b) has been approved by an “authorised person” within the meaning of the Act or is otherwise permitted under the Act or another applicable law and the Customer has expressly notified Loud in writing of this;
(v) It does not collect or use personal information through its Business Listing without permission from the user and shall at all times comply with the Data Protection Act 1998 (the Customer may not combine, co-mingle, compare or match any information that it legally collects via its Business Listing with any personal information, click-stream or cookie information that it may have); and
(vi) Where it is required by law that a licence or other express permission is required for it to operate its business and/or to advertise, the Customer is so licensed or permitted and will be throughout the term.
7.3. Further the Customer warrants, represents and undertakes that the Customer Content, and any Linked Content:
(a) will not contain anything that is indecent, obscene or unlawful;
(b) will comply will all applicable law;
(c) will not contain any defamatory, false, misleading or untrue material or material which abuses, harasses, threatens or is otherwise offensive to any other person;
(d) will not restrict or inhibit any other user from using the customers website.
(e) will not contain any virus or other material likely to harm the customers website;
(f) will not contain any other material which is likely to harm the reputation of Loud.
7.4. The Customer hereby expressly grants to Loud:
(i) a non-exclusive, world-wide right to use, reproduce, publicly display, and distribute the Maps Listing in accordance with the Order Form and these Terms and warrants that the Customer has the right to grant such licence;
(ii) the express right to reproduce throughout the world without limitation, Customer Content, screen shots of the Maps Listing supplied to the Customer by Loud, video, review comments, business descriptions and other business information and any content of the Customer‟s website on or in any promotional or advertising material or campaign promoting or advertising Loud.
7.5. In consideration of the Loud acceptance of and preparation of such maps Listings, the Customer agrees to indemnify and hold Loud and Loud employees harmless against any and all claims actual or of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or breach of any industry advertising codes or sales practices), damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or in connection with:
(i) any Customer Content or Linked Content,
(ii) Loud proper performance under the Contract, and
(iii) the copying, printing, distributing, or publishing of the Maps Listing by Loud
7.6 The Customer represents and warrants that it contracts with Loud as principal, and has the authority to do so, notwithstanding that the Customer may be acting as an advertising agency or media buyer or in some other representative capacity.
8. Copyright and Intellectual Property
The entire copyright and any other intellectual property rights in the Customer Content throughout the world (save those licensed to Loud) shall as between the parties remain the exclusive property of the Customer.
9. Use of Data
The Customer hereby agrees and acknowledges that Loud (or representatives or agents of Loud) will collect personal data supplied by the Customer, including contact details such as names, addresses, telephone numbers and e-mail addresses, and that Loud may use and retain any personal data supplied by and relating to the Customer for the purposes set out in this Contract. The Customer agrees that Loud may use any Customer address or e-mail address for the purpose of contacting the Customer about Loud products and services.
10.1 The provisions of the Order Form and all communications passing between the Customer or any of its agents and Loud are confidential and must not be disclosed to any third party except:
(a) by either party to its qualified accountants or legal advisers; or
(b) as otherwise agreed by the parties in writing or as otherwise required by law, by any government authority, court order, regulatory body or stock exchange requirement. In addition, in connection with their discussions, the Customer may have received and may in future receive from Loud certain valuable technical and non-technical information and materials relating to Loud and its business, which is confidential and proprietary to Loud. The Customer agrees to preserve the confidentiality of information belonging Loud.
10.2 The Customer and its agents are hereby put on notice that Loud and its affiliates are particularly sensitive to public statements about the Loud web services, their contractual relationships and their product plans. Improper or ill-timed statements are likely to have a detrimental effect on the business of Loud and its affiliates and may contravene applicable law. Consequently, the Customer must not, and must ensure that any agent or person acting on its behalf does not, make any public announcement in respect of the Order Form or the relationship between the parties without the prior written consent of Loud including without limitation any pre-announcement in respect of the display of advertising on any Loud forum. For the avoidance of doubt, the foregoing prohibition includes public announcements by any third party acting on behalf of the Customer and any communication that the Customer knows will or is likely to be made public. Any breach of this clause 10.2 by the Customer will be deemed to be a breach of confidentiality under this clause 10.
11.1. All notices to be given under the Contract shall be in writing and shall be sent by email or by first class post to the email or postal address on the Order Form or subsequently notified to the other party. Any notice given under the Contract which is sent by post in accordance with this clause 11 shall be deemed to have been received two days after posting.
11.2. This Contract, incorporating the Order Form, these Terms (and any other relevant Loud terms), constitutes the entire agreement between the Customer and Loud in relation to the Business Listing or Video Profile. No addition to or modification of this Contract shall be effective unless it is in writing and signed by duly authorised representatives of both the Customer and Loud.
11.3. Nothing in the Contract shall create, or be deemed to create, a partnership or joint venture between the Customer and Loud or the relationship of principal and agent between the Customer and Loud.
11.4. The Customer may not assign the whole or any part of its rights or obligations under this Contract without the prior written consent of Loud. Loud may assign or subcontract the whole or any part of its rights or obligations under this Contract without restrictions.
11.5. No person has any rights under this Contract save as may be set out in it and the parties agree that the Contracts (Right of Third Parties) Act 1999 is excluded.
11.6. You may terminate your Contract to expire at any time by giving us at least one month’s notice and paying 50% of the remaining contract upfront. You are free to restore your Contract throughout this notice period, should you change your mind.
11.7. This Contract shall be governed by and construed in accordance with English law and the Customer and Loud submit to the non-exclusive jurisdiction of the English courts.
11.8. The placing of an Order Form for the insertion of a Business Listing, or the setting up of a free Basic Profile with Loud, shall amount to an acceptance of these Terms and, subject to sub-clause 2.2 (i) and (ii) of these Terms, any conditions stipulated on an Order Form or elsewhere by an agency or a Customer shall be void in so far as they are in conflict with them, unless agreed in writing by Loud.
11.8. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, and no partial exercise of any right or remedy hereunder shall constitute a waiver of such or any other right or remedy, or the future exercise thereof.