GENERAL

1.1 These Terms and Conditions set out the terms upon which Crystal Guides will supply the advertising and marketing services set out in the IO for the Client.

ADVERTISING

2.1 Crystal Guides will supply advertising services by the way of clicks and/or impressions to the Client through links and/or adverts on the Crystal Guides’ network of websites.
2.2 The Client shall supply adverts and/or unique tracking URLs to Crystal Guides in accordance with the IO and guidelines provided by Crystal Guides. Crystal Guides, in its absolute discretion, may refuse the use of any advertisement that it deems inappropriate for whatever reason.

COUNTING CLICKS AND IMPRESSIONS

3.1 The Client shall provide a unique tracking URL to Crystal Guides to assist in the monitoring of clicks and/or impression numbers. Failure by the Client to provide a tracking URL shall not preclude the recognition of a valid click and/or impression.
3.2 Crystal Guides shall have the sole responsibility for calculation of clicks and/or impression numbers. Crystal Guides shall maintain an automated tracking device for the purpose of counting the click and/or impression numbers on any advertising campaign and shall store this information in a secure dedicated area on Crystal Guides’ systems for access only by the Client and Crystal Guides.
3.3 Access to the secure area will be by means of a user's identification and password supplied by Crystal Guides.
3.4 The Client will have sole responsibility for regularly monitoring this information during the contract period and shall advise Crystal Guides immediately if they dispute any of the information or the statistics posted in the secure area.
3.5 In the event that the Client disagrees with any such information and/or statistics (and the provisions of clause 4.3 do not apply), a written request for review should be sent immediately to Crystal Guides. Both parties will work together in good faith and provide access to all information and/or statistics required to resolve the issue of disagreement.
3.6 If the Client wishes to further dispute these numbers and no amicable agreement is reached, then at the expense of the Client, an independent Third Party (to be agreed between both parties) shall carry out a review of both parties’ information and/or statistics to resolve such dispute and each party undertakes to comply with any determination by the nominated Third Party.

TERMS OF PAYMENT

4.1 Crystal Guides shall provide an invoice to the Client at the end of each calendar month and/or, at the discretion of Crystal Guides, upon the completion of the campaign as specified in the IO.
4.2 The Client agrees to pay Crystal Guides within thirty (30) days from the date of the invoice. If the Client fails to pay any amount payable by it within the thirty (30) day period (or other period specified in the IO), Crystal Guides shall be entitled to charge the Client interest (both before and after any judgement) on the amount outstanding at the rate of two (2) per cent per annum above the base rate of Barclays Bank plc from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). If it should become necessary to turn this account over for collection, the Client shall be responsible for all collection costs including all reasonable legal fees incurred by Crystal Guides.
4.3 The Client will have sole responsibility to verify the click through and/or impression numbers invoiced. If the Client disputes any of the information and/or numbers invoiced, the Client will advise Crystal Guides immediately in writing within the aforementioned thirty (30) day period. If no written correspondence to this effect is received by Crystal Guides, it will be agreed by both parties that the invoice is final and binding.

LIMITATION OF LIABILITY

5.1 Crystal Guides’ advertising services are provided “as is” and “as available” and Crystal Guides disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and implied warranties arising from course of dealing or course of performance.
5.2 In no event shall Crystal Guides be responsible for any indirect, incidental, consequential, special, lost profit, or exemplary damages arising from any aspect of the advertising relationship provided herein. Without limiting the foregoing, Crystal Guides shall have no liability for any failure or delay resulting from conditions beyond Crystal Guides control.
5.3 In any event the liability of Crystal Guides to the Client shall be limited to the placement of “make good” advertising during a reasonable time thereafter.

INTELLECTUAL PROPERTY

6.1 The Client hereby licences any and all intellectual property rights (including but not limited to patent rights, trademarks, copyrights and design rights) for the campaign to Crystal Guides for the purpose of performing the obligations as set out in the Terms and Conditions and the IO.

CONFIDENTIALITY

7.1 For the duration of these terms and for a period of five (5) years thereafter, the Client agrees not to disclose or reveal to any party, or make public any confidential information of Crystal Guides, including but not limited to all information received in connection with the business, products and services of Crystal Guides.
7.2 This provision shall not apply to information that is already public knowledge or is required to be disclosed by an order of a court of competent jurisdiction.

TARGET CLICKS AND IMPRESSIONS

8.1 In the event that the target clicks and/or target impressions are not made within the contract period specified in the IO, Crystal Guides upon notification to the Client, will invoice the client on a pro-rata basis for the relevant portion of the number of clicks and/or impressions successfully delivered. Alternatively Crystal Guides or the Client may request that the time period for reaching the number of target clicks or impressions be extended until such time as the number of clicks and/or impressions agreed by the parties has been made.

NOTICE

9.1 Any notices required under these Terms and Conditions or by law shall be by electronic mail and shall be deemed delivered upon receipt to the party to whom such communication is directed at the email address specified in the IO.

TERMINATION

10.1 Either party may terminate the contract immediately on written notice if the other party has committed a material breach of the IO or these Terms and Conditions, which (in the case of a breach capable of being remedied) has not been remedied within thirty (30) days of a written request to remedy the breach.
10.2 Crystal Guides reserves the right, in its sole discretion, to restrict, suspend or terminate the provision of the advertising services to the Client on all and any part of the Crystal Guides’ network of sites for any reason (including but not limited to an insolvency event, failure to provide advertising creative, failure to provide a unique tracking URL or late payment) without any prior notice or any liability.
10.3 In the event that the contract is terminated, Crystal Guides will invoice the client on a pro-rata basis for the relevant portion of the number of clicks and/or impressions successfully delivered.

MISCELLANEOUS

11.1 These Terms and Conditions and the IO constitute the complete and entire agreement between Crystal Guides and the Client, and shall supersede any and all prior agreements, whether written or oral, between the parties relating to the same subject matter.

GOVERNING LAW

12.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

ADVERTISER TERMS AND CONDITIONS

Crystal Guides Limited trading as UK Net Guide, a company incorporated in England and Wales (company number 03941059) with its registered office at 118-120 Great Titchfield Street, London, W1W 6SS ("Crystal"), provides you access to advertise on our Website(s), as further defined below, subject to your compliance with these terms and conditions (the "Agreement"). Please read this Agreement carefully. By making a payment as an Advertiser through our online payment centre you agree to be bound by this Agreement. Once your payment has been received by Crystal you become an Advertiser for the purposes of this Agreement. You further agree:

• to be bound by any Insertion Order that you are required to complete, (either online or offline) which shall form part of this Agreement;
• to pay for click-throughs or impressions on your advertisement as specified in this Agreement; and
• that you will at all times remain primarily liable for payment under this Agreement regardless of whether you are a media buyer, advertising agency or representative of a third party whose website is being advertised in the Services. When you complete any Insertion Order or make payment to Crystal then you are contracting with Crystal as an Advertiser.

The Website(s)

Potential consumers use the Website(s) made available by Crystal to search or browse for desired content, goods or services on the world wide web. These listings can be found on Crystals' web sites or as a service on third party web sites or applications either as a link or integrated function (the "Services"). For the purpose of this Agreement 'Website(s)' means the environment, provided by Crystal, in which Advertisers seek to include their advertisement within the Website(s) provided to potential customers. Advertisers must use an Insertion Order in such form(s) as Crystal may require to confirm that price and volume of advertising you want to commission from Crystal. The inclusion of you as an advertiser within the Service is subject to Crystal's sole discretion.

Payment

In relation to your obligation to pay for your inclusion in the Services you understand and agree:

• to pay Crystal all applicable charges to your account in UK pounds sterling, in accordance with the terms of payment plus VAT (and any other sales tax if applicable) at the applicable rate in accordance with our standard billing terms in effect at the time payment is made;
• that your initial advertising payment is non-refundable;
• that you will be charged based on a calculation of all click-throughs or impressions on your advertisements and ii) only Crystal's statistics shall be relevant;
• You may pay Crystal by credit card, debit card, cheque or electronic transfer. You agree and represent that all information you provide for the purpose of enroling as an Advertiser will be accurate, complete and current. If payment cannot be charged to your credit/charge/debit card, for whatever reason, or if there is a charge-back for any reason, Crystal reserves the right to either suspend or terminate your account, which may include but not be limited to, removal of your advertisements or interest charged on any overdue amounts at the rate of one per cent (1%) per month above the base lending rate of Crystal's bank from time to time from the date when payment was due until such time as payment is actually received.

You must submit any claims or disputes you may have with respect to any charge to your account in writing to Crystal within 60 days of such charge otherwise such claim or dispute will be waived by you and the relevant charges will be final and not subject to challenge by you. In the event of any failure by you to make payment, you will be responsible for all reasonable expenses (including legal fees) incurred by Crystal in collecting such amounts.

Submissions of Advertisements

Crystal reserves the right to reject or remove any request for the inclusion of an advertisement at its discretion. You represent and warrant that the information and content in the advertisement and any website it links to:

• does not violate any law statute, statutory instrument or regulation;
• if the content of the advertisement or linking web site is an investment advertisement within the meaning of the Financial Services and Markets Act 2000 (the "Act") that the listing advertisement and any web sites to which it links comply with the Act and the Advertiser is or will be authorised to carry out such activities;
• does not infringe the British Codes of Advertising and Sales Promotion, as may be revised from time to time, or any other codes of advertising standards laid down on a statutory or a self regulatory basis for the regulation of the advertising industry;
• does not infringe in any manner any copyright, design right, database right, patent, trade mark, trade secret or any other intellectual property or proprietary rights (whether registered or unregistered) of any third party;
• does not breach any duty toward or rights of any person or entity or any consumer protection legislation;
• does not contain any content, products or services that have resulted or are likely to result in any claims relating to product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity;
• does not contain any false, misleading, defamatory, , indecent threatening or racially abusive material or any obscene or blasphemous material or any other material that is unlawful in the UK; does not seek to collect any personal data unless such personal data is collected, stored, processed and dealt with in accordance with the Data Protection Act 1998; and
• complies with the requirements of the Privacy and Electronic Communications (EC Directive) Regulations 2003 in respect to the use of cookie technology and direct marketing consents.

Editorial Control

Crystal reserves the right to edit or refuse any listing advertisement. From time to time, Crystal may provide suggestions for any element of an advertisement but the final decision to authorise any suggestion is yours. Ideas provided by Crystal are only suggestions. It is your responsibility to determine whether such suggested amendments comply with the requirements set out above. In particular you expressly acknowledge the advertisement is in compliance with the provisions in the section above headed 'Submissions of Advertisements'

Your Web site

You represent and warrant that you have the right and authority to enter into this Agreement and to provide the advertisement and permit the access to and use of the relevant web site in the manner anticipated by this Agreement. You acknowledge and agree:

• that Crystal is not responsible for the maintenance of an Advertiser's website nor is it responsible for any order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on any such web sites; and
• that advertisements and any information on the web site shall at all times be maintained to be current or accurate. Further you hereby grant Crystal a right and license to access, spider, and manually extract and use information from your web site for the purpose of assessing its content and relevance to the advertisements and to use and make such material available to third parties for the purpose of your inclusion in the Service.

Disclaimer and Limitation of Liability

You expressly agree that your use of the Website(s) is at your own risk. The Website(s) are provided to you on an "AS IS" basis without warranty of any kind, express or implied. Neither Crystal nor any of its employees, agents, consultants or contractors makes any warranty or representation whatsoever regarding the Website(s), the Services, or any information made available through them or that they will meet your requirements or operate uninterrupted, secure or error free.
Nothing in this Agreement shall be construed to exclude the liability of Crystal for death or personal injury resulting from its negligence or for fraud. Crystal hereby disclaims to the fullest extent permissible by law any and all warranties express or implied including, without limitation any implied warranty arising from course of dealing or usage of trade; and any obligation, liability, right, claim or remedy in Tort (whether or not arising from Crystal's negligence). In no event shall Crystal its employees, agents, consultants, or contractors, be liable for any indirect, special, incidental, or consequential damages (including but not limited to any loss of profits or sales, loss of or loss of use of data, damage to reputation or goodwill, loss of anticipated business revenue, damages, costs or expenses payable to any third party or any other indirect losses), arising out of any breach of this Agreement or the use, operation, content on or any acts, errors or omission in relation to the administration of the Website(s), the Services and/or the websites which are linked to them whether or not Crystal were advised or had knowledge (or should have known) of the possibility of such damages.
Subject to the above in no event shall the aggregate liability of Crystal, its employees, agents, consultants, or contractors under this Agreement exceed an amount equal to the amount paid by you to Crystal for listing advertisements in the six (6) month period immediately prior to the date on which the liability first arose.

Indemnification

You hereby indemnify and hold harmless and defend Crystal, its licensors, licensees, consultants, contractors, agents, and employees from any and all liabilities, losses, damages, claims, penalties, fines, costs and expenses, including, without limitation, reasonable legal fees, that may arise from your access to or use of the Website(s), the Services, any Crystal web sites or from any breach of the terms, warranties or representations of this Agreement. You will be solely responsible for defending any claim and the payment of any damages, penalties or fines, losses or liabilities resulting from the foregoing to Crystal or any third party. Crystal reserves the right to terminate this Agreement or exclude, suspend or block that Advertiser (or any bidding tool program operated by it) from any part of the site if it has violated any of the terms in this Agreement.

Cancellation or Termination

If you are dissatisfied with the Website(s), or with any of the terms and conditions in this Agreement your sole and exclusive remedy is to terminate this Agreement. Notwithstanding anything contained in this Agreement to the contrary, Crystal may at any time and in its sole discretion, terminate your account, and discontinue your participation in the Website(s) or any advertisement.
Crystal's right to terminate this Agreement may also be exercised in circumstances in which you are in breach of this Agreement, or other policies or guidelines that Crystal may post in relation to the Website(s) from time to time, if Crystal believes your conduct is harmful to consumers and other advertisers who participate in the Website(s) or if the Advertiser becomes insolvent or has a receiver or administrator appointed over all or any of its business or assets or passes a resolution to that effect or enters into a voluntary or similar arrangements with its creditors or threatens to cease or threatens to cease its business activities. All decisions made by Crystal in this matter will be final and Crystal shall have no liability with respect to such decisions. Crystal reserves the right to discontinue offering the Website(s) at any time.
IMPORTANT: CANCELLATION OR TERMINATION MAY NOT ALWAYS ENTITLE YOU TO A REFUND. PLEASE SEE THE SECTION ENTITLED REFUNDS FOR MORE INFORMATION.

Refunds

If you decide to terminate your account you must provide 30 days written notice to Crystal, and your account will be terminated 30 days from when Crystal receives such notice. You will only receive a refund at Crystal discretion for amounts not yet charged to your account and as specified above in the section headed 'Payment' you will not receive a refund for the initial advertising payment and you acknowledge that this amount is non-refundable.

General

Force Majeure: If Crystal is unable to provide the Website(s) at any time for any reason beyond its reasonable control (including without limitation acts of God, war, terrorism, riot, strikes, power failure or governmental action) such failure shall not constitute a breach of this Agreement by Crystal.
Privacy Policy and Data Collection: Upon entering into this Agreement, you provided Crystal with certain personal data. Crystal has collected and will use that data in accordance with its Privacy Policy located on our web site and the provisions of the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003. By entering into this Agreement, you agree to our use of your data in accordance with that Privacy Policy.
Notices: Crystal may give general notices to you by posting on the Website(s) facilities or any one of Crystal 's websites, and if possible, by electronic mail to your e-mail address or by post to your postal address. You may give any notices to Crystal by e-mail to clientservices@uknetguide.co.uk. Notices will be deemed received when an email is received in full save where it is received on a weekend or public holiday in the place or receipt in which case it will be deemed received on the next business day.
Choice of Law: This Agreement shall be governed by the laws of England and Wales. You agree to submit to the exclusive jurisdiction of the English Courts. Nothing in this section shall exclude liability for fraudulent misrepresentation.
Assignment: Advertiser may not assign or transfer any of its rights under this Agreement. A person (a "third party") who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement notwithstanding that any such term may purport to confer or may be construed as conferring a benefit on such third party. This does not affect any right or remedy of such third party which exists or is available apart from that Act.
Severability: The provisions of this Agreement are severable and the invalidity or unenforceability of any provisions hereof shall not affect the validity or enforceability of the other provisions of the Agreement.
Changes to Agreement: Crystal may change this Agreement at any time by publishing any changes on the Website(s) or a Crystal Site or otherwise by informing you in writing (by email or letter) not less than fourteen (14) days before they are intended to take effect. Unless you inform us that you object to the proposed changes within this fourteen (14) day period, you will be deemed to accept the proposed changes. If you do not wish to accept the proposed changes, you should terminate your account.