IMPORTANT: PLEASE READ THE FOLLOWING AGREEMENT AND THE TERMS AND CONDITIONS HERETO, WHICH TERMS AND CONDITIONS FORM PART OF THIS AGREEMENT (HEREINAFTER REFERRED TO AS THE "TERMS AND CONDITIONS"). BY ENTERING INTO THIS AGREEMENT with fcr media limited, YOU WILL BE bound by AND ARE DEEMED TO HAVE ACCEPTED to be bound by THESE TERMS AND CONDITIONS IN THEIR ENTIRETY AND AS SHALL BE AMENDED FROM TIME TO TIME. WE MAY CHANGE, MODIFY OR AMEND AND RESERVE THE RIGHT TO CHANGE; MODIFY OR AMEND THESE TERMS AND CONDITIONS AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND YOUR CONTINUED AGREEMENT WITH FCR MEDIA LIMITED SHALL CONSTITUTE YOUR ACCEPTANCE OF AND CONTINUED AND CONTINUING ACCEPTANCE OF THESE TERMS AND CONDITIONS AS MAY BE CHANGED; MODIFIED OR AMENDED AT ANY TIME.
FCR Media Limited, whose head office is at Fumbally Square, Fumbally Lane, Dublin 8, is a limited liability company incorporated in Ireland and is a company that trades; provides its products and/or services and operates its businesses under the following names, amongst others, Goldenpages; goldenpages.ie; GetHotels; GetHotels.ie; GetSold; GetSold.ie; GetDeals; GetDeals.ie; GetDomains; GetDomains.ie; GetHosting; GetHosting.ie; Listing Manager; Sayso; Sayso.ie; SnapSync; SnapSync.ie;SnapSync.co.uk and where applicable, eircomphonebook; and eircomphonebook.ie.
References to FCR Media Limited and/or "we" and/or "us" and/or "our" herein shall include and be deemed to include references to Goldenpages; goldenpages.ie; GetHotels; GetHotels.ie; GetSold; GetSold.ie; GetDeals; GetDeals.ie; GetDomains; GetDomains.ie; GetHosting; GetHosting.ie; Listing Manager Sayso; Sayso.ie; SnapSync; SnapSync.ie; SnapSync.co.uk and where applicable, eircomphonebook and eircomphonebook.ie or any of them as the case may be and as the context so requires. The Terms and Conditions govern the relationship between FCR Media Limited and you, the "user" and references to "you" and "user" and "applicant" and "person" and "party" shall be interpreted and construed accordingly as the context so requires.
In these Terms and Conditions, references to the singular shall include the plural and vice versa. Any reference to a statute or statutory provision includes a reference to it as from time to time amended, extended or re-enacted. The headings in these Terms and Conditions are inserted for convenience only and do not affect its construction or interpretation. The expressions "include", "includes", "including", "in particular" and similar expressions shall be construed without limitation.
Your acceptance of and your continued and continuing acceptance of this Agreement is subject to the Terms and Conditions herein and you agree; accept and acknowledge that you are signifying your agreement to be strictly bound by the Terms and Conditions. If you do not read, or if you disagree with any aspect of this Agreement and these Terms and Conditions, you should not enter into this Agreement with us. By entering into this Agreement, you acknowledge that you have read, understood and fully agree to this Agreement and the Terms and Conditions and you agree to be strictly bound by the Terms and Conditions.
1. DEFINITIONS
In this Agreement, unless the context otherwise requires:
"Advertisement" means the advertisement or Service designated on the Application which the Applicant wishes to purchase and includes without limitation the Coupons and Keyed Advertisements (if applicable) and in the case of the Electronic Directories, the Business Details, and any references to Advertisement in these Terms and Conditions shall include Applicant's Content;
"Advertising Standards" means the standards of FCR Media Limited applicable to the Advertisement appearing in the Directories, a copy of which standards will be provided to the Applicant on written request to FCR Media Limited;
"Agreement" means the contract between the Applicant and FCR Media Limited comprising the Application, these Terms and Conditions, the Advertising Standards, any proof copies of the Advertisement and any other documentation provided by FCR Media Limited and same shall be referred to as the "Agreement" and/or the "contract";
"Applicant" means the person or business making the Application;
"Applicant's Content" means all words, trade marks, phrases, logos, brands, products, services, affiliations, certifications, materials, information, video content, online display advertising units, images, and all other content provided or approved by the Applicant for use in the Google AdWords™ Advertising Programme or provided for, used in or uploaded to the My Site Products, any Electronic Directories or any other mobile products;
"Applicant's Website" means the website URL listed in the Application;
"Application" means the application form Signed by the Applicant;
"Basic" means a free presence on the Website which contains information about the Applicant's business and any associated add-on products;
"Basic +" means a paid for webpage hosted on the Website which contains information about the Applicant's business and any associated add-on products;
"Business Details" means the information relating to Applicant on the priority listing detail sheet included in the Agreement and any additional information collected by FCR Media Limited, which will be included in the goldenpages.ie Database and/or the eircomphonebook.ie Database;
"Coupon" means a detachable or electronic certificate which can be redeemed against a product or service for a discount;
"Directories" means the Distributed Directories and the Electronic Directories or any of them as the case may be;
"Display Advertisement" means a print or online graphical advertising unit displayed in our Print Directory, or on a web page on a Display Advertisement Website in accordance with the details contained in the Application;
"Display Advertisement Website" means the website available at www.goldenpages.ie or www.eircomphonebook.ie, any of the Electronic Directories or such other third party website as may be specified in the Application;
"Distributed Directories" means the eircom Phonebook and the goldenpages.ie Print Directory, in all regional or local editions, including all inserts and outserts that are packaged with them which are made available to the public by FCR Media Limited, or any one of them as the case may be;
"eircom Phonebook" means the paper telephone directory in all regional or local editions published by FCR Media Limited on behalf of eircom and arranged alpha numerically or as otherwise constructed and agreed between eircom and FCR Media Limited and containing subscriber names and addresses and telephone numbers as provided by the National Directory Information Unit in eircom and Advertisements;
"eircomphonebook.ie" means the electronic version of the eircom Phonebook accessible via the Internet and located on the Website;
"eircomphonebook.ie Database" means the database containing the Business Details to be maintained by FCR Media Limited for the provision of eircomphonebook.ie;
"Electronic Directories" means goldenpages.ie Online, goldenpages.ie iPad Application, Sayso.ie, eircomphonebook. ie, the Mobile Directories and any other electronic directories which FCR Media Limited may introduce from time to time;
"goldenpages.ie Business Centre" means the service whereby certain Applicants can view online an overview of the performance of their Advertisements in the Directories and other associated information and services;
"goldenpages.ie Print Directory" means the paper directory in all regional or local editions organised by business classification which is published by FCR Media Limited;
"goldenpages.ie Online" means the electronic version of the goldenpages.ie Directory accessible via the Internet and located on the Website;
"goldenpages.ie Online Database" means the database containing the Business Details to be maintained by FCR Media Limited for the provision of the Electronic Directories other than eircomphonebook.ie;
"Google AdWords™ Advertising Programme" means Google's online content network advertising programme;
"Google AdWords™ Terms and Conditions" means Google's terms and conditions applicable to the Google AdWords™ Advertising Programme;
"Impression" means each time an electronic page containing the Display Advertisement is requested from the server by users of the Display Advertisement Website;
"Impression Package" means the number of Impressions for which certain Display Advertisements will be provided, details of which are set out in the Application;
"Initial Period" means the initial period of this Agreement in relation to the Service or Services;
"Intellectual Property" means, amongst other things (i) patents, trade marks, service marks, registered designs, utility models, petty patents, design rights, trade or business names, copyrights, database rights, logos, get-up and topography rights, inventions, rights to and in trade secrets and other confidential information and know-how (whether or not any of these is registered or capable of registration and all rights to apply for registration or other protection of, or to claim priority in, relation to any of the above; and (ii) all other intellectual property and neighbouring rights and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the above in any part of the world;
"Intellectual Property Rights" means the Intellectual Property which, or the subject matter of which, is used or intended to be used on this Website or any of the platforms; services; products or other websites referred to herein and throughout;
"Interactive Paper" means a product whereby the Applicant provides either digital or printed material to FCR Media Limited, to be scanned and uploaded to the My Site Products;
"Keyed Advertisement" means an Advertisement which is being included in the Keyed Advertisement Programme;
"Keyed Advertisement Contact Number" means the contact number provided for use in the Keyed Advertisement;
"Keyed Advertisement Programme" means the market research programme conducted by FCR Media Limited using a unique telephone number in order to monitor call traffic arising as a result of an Advertisement;
"Keyed Advertisement Term" means in the case of the Distributed Directories, the period from the date of this Agreement until fifteen (15) months after the distribution date of the relevant Distributed Directory in which the Keyed Advertisement appears and in the case of the Electronic Directories, fifteen (15) months from the date of this Agreement. Details of distribution dates of the Distributed Directories are available on request;
"Location Based Advertising" means a service whereby the Applicant can send advertisements to end users through the media of SMS, HTML campaigns and rich media email dependent on the location of the end user;
"mBoost / GPS" means the goldenpages.ie product covering the inclusion of Applicant's Content on m.goldenpages.ie, goldenpages.ie iPhone Application and external partner Global Positioning Systems. Details of the product are available from FCR Media Limited;
"m.goldenpages.ie" means the mobile version of goldenpages.ie available on internet enabled mobile phone handsets/smart phones;
"Management Fees" means the management fees payable by the Applicant to FCR Media Limited in respect of theGoogle AdWords™ Advertising Programme or Search Engine Marketing. In the case of the Google AdWords™ Advertising Programme the fees shall be up to 45% of the Package Price, the applicable rate to be charged shall be as notified by FCR Media Limited to the Applicant in the invoice(s) sent to the Applicant. In the case of Search Engine Marketing, the fee shall be up to 38% of the Package Price, the applicable rate to be charged shall be as notified by FCR Media Limited to the Applicant in the invoice(s) sent to the Applicant;
"My Page" means a micro-site consisting of 1 web page which contains information about the Applicant's business and any associated add-on products;
"Media Fees" means the fees payable to place advertising on search engine marketing programmes including Google AdWords™ Advertising Programme;
However, this may not always be possible. Where FCR Media Limited either spends more or less than 1/12th of the annual Media Fees in any month, it will accordingly attempt to adjust its Media Fees spend upwards or downwards in the following month(s);
"Mobile Directories" m.goldenpages.ie, goldenpages.ie iPhone Application, goldenpages.ie Android Application, iPad Application and any other directories for mobile devices which Golden Search Limited may introduce from time to time;
"Month" means a calendar month;
"My Site" means a micro-site consisting of 5 web pages hosted on the Website which contains information about the Applicant's business and any associated add-on products;
"My Site Plus" means a micro-site consisting of web pages hosted on the Website and, if selected by the applicant a Top Level Domain with a total amount of up to 5 hours of web service over the duration of the Agreement, as detailed in the Application;
"My Site Products" means My Site, My Site Plus, My Page, Basic and Basic + or any of them as the case may be;
"The Network" means the FCR Media Limited network of online services and apps comprised within the Service across multi media platforms;
"Package Price" means the annual budget, exclusive of VAT, which the Applicant wishes to, spend on its Google AdWords™ Advertising Programme, inclusive of the Media and Management Fees as set out in the Application;
"Personal Data" means any information relating to an identified or identifiable natural person;
"Premium Display Advertisement" means a Display Advertisement which is shown on certain third party websites;
"Search Engine Marketing" means the search engine marketing and advertising service provided by FCR Media Limited in relation to the Applicant's online presence which includes search engine advertising;
"Service" means, as the case may be, any or all of inclusion in any of the Directories, the My Site Products, Interactive Paper, Search Engine Marketing, Display Advertisements, mBoost/GPS, Location Based Advertising, goldenpages.ie Business Centre, SnapSync.ie or any other service provided by FCR Media Limited to the Applicant;
"Signed" means the signature of the Applicant accepting the terms of the Agreement, whether made in writing, by electronic acceptance, by e-mail, by facsimile, or provided orally to any representative of FCR Media Limited pursuant to a telephone conversation between the parties;
"SnapSync.ie" means the online network directory of business and social listings comprised with the Network; relates to an Irish presence management product. This product is a piece of software that allows you the customer the ability to display your business listings across the network of publishers found within the SnapSync Network. The publishers include a number of Irish and Global online directories, social media websites and navigation mapping applications.
"SnapSync.co.uk" relates to a UK presence management product. This product is a piece of software that allows you the customer the ability to display your business listings across the network of publishers found within the SnapSync Network. The publishers include a number of UK and Global online directories, social media websites and navigation mapping applications.
"Website" means the Internet website with the URL www.goldenpages.ie or Sayso.ie or Snapsync.ie, SnapSync.co.uk or such other URL as may be notified to the Applicant from time to time;
"Website Content Rules" means the terms and conditions applicable to the posting of Applicant's Content on the Website as may be amended by FCR Media Limited a copy of which is available on the Website;
"Website Users" mean any person(s) accessing the Website.
Words importing the singular shall include the plural and vice versa.
2. PUBLICATION
2.1 Subject as hereinafter provided, the Advertisement will appear in the Directories or associated products as designated on the Application
2.2 FCR Media Limited always endeavours to be as fair and accurate as possible, but FCR Media Limited (including, without limitation, any of its employees or agents) can never predict or give any guarantee or commitment in relation to the position of Advertisements in either the Distributed Directories (as they are laid down on the pages at the production stage of the Directories) or in the Electronic Directories. The positioning of Advertisements is affected by numerous factors including, but not limited to, the number of listings and the location of the start of the classification. FCR Media Limited at all times reserves the right to place Advertisements so as to facilitate page design and layout or to provide improved user experience in the case of the Electronic Directories
2.3 Positioning of double page spreads cannot be guaranteed due to technical restrictions. To ensure that both the left and facing right hand pages are allocated together when the directory is being paginated, smaller advertisements may be inserted in advance of a double page spread in the relevant classification. The position of double page spreads will be determined at book production stage, and may change up to that point.
2.4 Where an advertising proof of the Advertisements is provided, such proof is printed on a higher grade paper than that within the Directories, it is important to note that the Advertisements within the directory will be of a different quality to those within the proofs and also that the size and formatting of the Advertisement within the Directories may vary from the proof but the content will remain the same. It should also be noted that in the case of display advertising, anchor listings will continue to be listed alphabetically.
2.5 The Distributed Directories are delivered to businesses and residential properties free of charge. Additional copies may be purchased pursuant to the terms set out in the Directories. The total distribution for each Directory varies from year to year. Please see clause 15 below which sets out indicative distribution numbers but which shall in no way be binding on FCR Media Limited.
2.6 With the exception of the platinum product on goldenpages.ie, FCR Media Limited imposes no limit on the number of Applicants whose Advertisements may be included within any classification and geographical zone in the goldenpages. ie Online Database, or in the eircomphonebook.ie Database.
2.7 FCR Media Limited gives no guarantee of any kind whatsoever as to the frequency with which the Advertisement will be provided to Website Users.
2.8 FCR Media Limited may at any time in the exercise of its sole discretion interrupt the operation of the Electronic Directories for any reason whatsoever including but not limited to necessary or routine maintenance.
3. ADVERTISEMENT CONTENT & OWNERSHIP OF ADVERTISEMENTS AND SERVICES
3.1 In the event that FCR Media Limited prepares the design, layout, artwork, text, graphics or any arrangements thereof for an Advertisement or any part of it on behalf of the Applicant, FCR Media Limited owns the copyright and any other Intellectual Property Rights in that work. No person may use such Intellectual Property or reproduce the Advertisement, whether in whole or in part without the written permission of FCR Media Limited.
3.2 The Applicant must be the owner of or have appropriate authorisation to use any material including without limitation any name, trade mark, symbol, logo, URL, artwork, copyright, certification, image, video hypertext link, quality standard or other Intellectual Property Right incorporated in their Advertisement and the Applicant confirms that it has and will continue to have the absolute and unrestricted right to publish and use (including use as searchable text or "keywords") the Advertisement. The Applicant warrants that the Advertisement does not infringe the intellectual property, proprietary, publicity, privacy or other rights of any third party. Where there is a dispute in relation to the use of any such material the dispute lies solely between the Applicant and the relevant third party and FCR Media Limited will not become involved.
3.3 The Applicant hereby grants to FCR Media Limited a non-exclusive licence to use and reproduce any name, trade mark, symbol, logo, artwork, copyright, certification, hypertext link, URL, quality standard or other Intellectual Property right supplied by the Applicant to FCR Media Limited and contained in the Advertisement for the purposes of this Agreement.
3.4 The Applicant hereby grants to FCR Media Limited a non-exclusive licence to use the Applicant's Content. FCR Media Limited has the right to freely use, edit, alter, reformat, resize, cache, index, transmit reproduce, display, publicly perform, publish and/or distribute any material contained in the Applicant's Content. This licence will be free of charge, perpetual and capable of sub-licence. FCR Media Limited may exercise all copyright and publicity rights in any material contained in the Applicant's Content in all jurisdictions, to their full extent and for the full period for which any such rights exist in that material.
3.5 All Advertisements must be in full compliance with all relevant laws and regulations in force from time to time, with the Code of Standards for Advertising, Promotional and Direct Marketing in Ireland and the Advertising Standards. Advertisements must not contain anything that is likely to cause grave or widespread offence or embarrassment. They should respect the general principles of fair competition in business and should not, whether by inaccuracy ambiguity, exaggeration, omission or neglect, mislead users about any matters likely to influence their attitude to the advertised product/service. Advertisements must not encourage or condone dangerous, violent or anti-social behaviour.
3.6 The Applicant's Content must comply with the Website Content Rules, as may be amended from time to time by FCR Media Limited, and which are available on the Website.
3.7 In respect of Search Engine Marketing, the Applicant agrees to abide by the Google AdWords™ Terms and Conditions and any other applicable guidelines or requirements. Any breach by the Applicant of any Google AdWords™ Terms and Conditions or other guidelines or requirements will be considered a material breach of this Agreement.
3.8 Without limitation to any other provision of these terms and conditions, FCR Media Limited shall be entitled from time to time to request from an Applicant any information it may deem necessary in order to ensure compliance with these terms and conditions. FCR Media Limited's decision on matters of inclusion or positioning in the Directories shall be final.
3.9 FCR Media Limited shall have the right at any time to reject all or any Advertisement, refrain from proceeding with an Advertisement, reduce the priority level afforded to the Advertisement on the Electronic Directories (or ensure that the Advertisement is not disclosed to Website Users), remove the Advertisement from the relevant Database or terminate this Agreement. FCR Media Limited also retains the right to increase ranking in respect of any Advertisement or to acquire additional traffic on behalf of the Applicant. Without limitation to this or to any other provision of these terms and conditions FCR Media Limited shall have the right to delete or reject the whole or any part of the Advertisement from the Directories including but not limited to taking down the My Site Products at any time without prior notice to the Applicant if:
3.9.1 the Applicant does not comply with these terms and conditions;
3.9.2 instructed to do so by eircom in the case of the eircom Phonebook and/or eircomphonebook.ie; or in the opinion of FCR Media Limited (and/or eircom, in the case of the eircom Phonebook and/or eircomphonebook.ie), the Advertisement (or any part of it) does not comply with: (i) the provisions of any statute (including any regulations or orders made thereunder) or with any other obligation imposed bylaw; and/or (ii); the Code of Standards for Advertising, Promotional and Direct Marketing in Ireland; (iii) the Advertising Standards; and/or (iv) the Website Content Rules.
3.9.3 it is not appropriate for the Advertisement (or any part of it) to appear in the Directories or the Website, or in a particular part of the Directories, because its insertion might, in the opinion of FCR Media Limited (and/or eircom, in the case of the eircom Phonebook and/or eircomphonebook.ie) adversely affect the reputation, standing or value of the Directories or FCR Media Limited's brand or trade marks (and/or the eircom brand or trade marks, in the case of the eircom Phonebook and/or eircomphonebook.ie), or other intellectual property in which FCR Media Limited (and/or eircom, in the case of the eircom Phonebook and/or eircomphonebook.ie) has an interest owned by or in which FCR Media Limited and/or eircom has an interest.
3.10 FCR Media Limited shall have the right to replace at any time the whole or any part of any Advertisement (other than the content thereof) which has been applied for by the Applicant with another Advertisement (the "Replacement Item") for any reason without notice to the Applicant. The Applicant shall not be liable for any difference in value where the Replacement Item is of a higher value than the Advertisement applied for by the Applicant. FCR Media Limited shall refund the Applicant the difference in value where the Replacement Item is of a lower value than the Advertisement applied for and paid for by the Applicant. On making such refund (if any) FCR Media Limited shall have no liability whatsoever and howsoever arising to the Applicant in respect of such replacement.
3.11 In the case of the Electronic Directories and/or the My Site Products, where there is a hypertext link from the Website to the Applicant's Website or any external websites (and without limitation to any other provision of these terms and conditions) FCR Media Limited shall have the right to remove the hypertext link at any time without prior notice to the Applicant if in the opinion of FCR Media Limited the content of the Applicant's website may adversely affect the reputation standing or value of the Directories or the FCR Media Limited and/or eircom brand or trade marks or other Intellectual Property owned by or in which FCR Media Limited and/or eircom has an interest.
4. DURATION AND TERMINATION
4.1 This Agreement shall only come into effect when the Application, duly Signed by or on behalf of the Applicant, has been received and accepted by FCR Media Limited. For the avoidance of doubt, once the Application has been accepted by FCR Media Limited, the Applicant shall not be entitled to cancel this Agreement (or withhold the Applicant's Content in an attempt to delay or frustrate the contract). In the case of the Distributed Directories, subject to earlier termination as provided elsewhere in the Agreement and subject to clause 4.2 below the Agreement shall continue for the publication of the designated issue of the Distributed Directory.
4.2 If the Applicant has not opted out of extending the Agreement (by ticking the relevant box on the Application) or by notifying FCR Media Limited in writing at least 6 weeks prior to publication of the relevant issue of the Distributed Directory, FCR Media Limited shall at its discretion publish the Advertisement in subsequent issues of the Distributed Directories. FCR Media Limited shall invoice the Applicant, and the Applicant shall be liable to pay FCR Media Limited, in respect of the continued publication of the Advertisement. FCR Media Limited shall be entitled to increase the price of the advertisement by not more than 3% of the price paid for the Advertisement in the previous Distributed Directory.
4.3 In the case of the Services other than the Distributed Directories, the Agreement shall, subject to earlier termination as provided elsewhere in the Agreement, continue:
4.3.1 In the case of the Electronic Directories, for a minimum period of 12 months or such other period as is stated in the Application. Following the Initial Period, this Agreement shall remain in full force and effect (and the Applicant shall be liable to pay FCR Media Limited in respect of the continued publication of the Advertisement) unless or until terminated by either FCR Media Limited or the Applicant giving to the other not less than 3 month's written notice of termination expiring on the last day of the Initial Period, or at any time thereafter. FCR Media Limited shall be entitled to increase the price of the Advertisement on any annual basis by not more than 3% of the price paid for the Advertisement in the previous year.
4.3.2 In the case of Search Engine Marketing, for a period of twelve (12) months from the date FCR Media Limited first submits the Applicant's Content to the Google AdWords™ Advertising Programme or for a period otherwise agreed in writing between the parties. Following the Initial Period, this Agreement shall remain in full force and effect unless otherwise terminated by FCR Media Limited for rolling periods of twelve (12) months.
4.3.3 In the case of goldenpages.ie Business Centre, for the same period as the corresponding Advertisement in the relevant Directory. Following the Initial period, this Agreement shall remain in full force and effect unless otherwise terminated by FCR Media Limited for rolling periods of twelve (12) months.
4.4 In the case of the Electronic Directories, a maximum of two (2) free amendments to the Advertisement will be accepted by FCR Media Limited in any 12 month period after which FCR Media Limited shall charge the Applicant for any further amendments provided however that if the Applicant enhances the Advertisement in any manner that FCR Media Limited shall be entitled to charge the Applicant in respect of any such enhancements.
4.5 In the case of the Snapsync.ie, for the period set out in the Agreement from the date the Applicant first subscribes to SnapSync.ie by submitting or signing the Agreement or for a period otherwise agreed in writing between the parties.
4.6 Following the Initial Period, this Agreement shall remain in full force and effect and the Applicant/Subscriber shall be liable to pay FCR Media Limited in respect of the continued provision of the Service(s) and provided for herein for further and subsequent terms of 12 calendar months commencing at the expiration of the Initial Period unless terminated earlier pursuant to the Terms and Conditions or unless terminated at the expiration of the last day of the Initial Period. After the expiration of the Initial Period, FCR Media Limited shall be entitled to increase Management Fees and/or Media Fees on an annual or ongoing basis at is sole discretion without the requirement to notify the Applicant or Subscriber of such increases.
4.7 FCR Media Limited shall have the right to discontinue without notice to the Applicant any scheme ("Offer Programme") whereby FCR Media Limited has offered to supply specified Advertisements at reduced rates to particular Applicants or classes of Applicants. Where the Applicant has applied to take part in an Offer Programme and the Offer Programme has been discontinued (whether before or after the Application was received), FCR Media Limited shall have the right to insert a replacement advertisement item in the Directory without notice to the Applicant. The replacement advertisement item shall be the same Advertisement which would have been inserted by FCR Media Limited in the Directory if the Application had been made on the basis of FCR Media Limited's normal rates and had not been made on the basis of FCR Media Limited's Offer Programme rates.
4.8 FCR Media Limited shall have the right at any time to terminate this Agreement immediately upon notice to the Applicant and upon refund of fees paid by the Applicant (if any) in respect of the Advertisement and in the case of the Electronic Directories, on a pro rata basis based on the length of time the Advertisement was published in the Electronic Directory(s). Upon refund of such fees, FCR Media Limited shall have no liability to the Applicant in respect of the Advertisement.
4.9 FCR Media Limited may immediately terminate this contract if the Applicant:
4.9.1 goes into liquidation, becomes insolvent or has a receiver or similar officer appointed in respect of all or part of its undertaking (or is the subject of a filing with any court for the appointment of any such officer); or
4.9.2 commits a material breach of this contract which in FCR Media Limited's opinion is not capable of remedy; or
4.9.3 commits a material breach of this contract which in FCR Media Limited's opinion is capable of remedy and where such breach is not remedied within 3 days of receipt of a notice from FCR Media Limited specifying the breach and putting the Applicant on notice of FCR Media Limited's intention to terminate this contract with effect from the expiry of the notice period if such breach has not been remedied to its reasonable satisfaction; or
4.9.4 fails to make payment in accordance with the terms of this contract.
4.10 Where this contract is for an agreed fixed term and there remains after the expiration of that agreed fixed term a balance of the Package Price (or any part thereof) standing to the credit of the Applicant in respect of the Advertisement, then FCR Media Limited shall, and is fully authorised by the Applicant to continue to provide the Service until such time as the Package Price has been exhausted in full and for howsoever long that may take. This authorisation to exhaust the Package Price is provided by the Applicant to FCR Media Limited absolutely even in the event that the Applicant purports to terminate this Agreement in advance of the expiration of the term of this Agreement. In any event, this authorisation to exhaust the Price Package even after the expiration of the term is provided by the Applicant to FCR Media Limited in all cases where the Applicant is not in compliance with the Agreement and these Terms and Conditions in their entirety.
4.11 In the event that the Applicant/Subscriber wishes to 'opt out' in regard to the automatic rollover of this Agreement as provided for in this clause 4, then they may do so by contacting FCR Media Limited during the relevant period by emailing contracts@fcrmedia.ie.
5. KEYED ADVERTISEMENTS
5.1 During the Keyed Advertisement Term the charges in respect of calls made by prospective customers of the Applicant to the Keyed Advertisement Contact Number shall be paid by FCR Media Limited to the relevant telecommunications provider of the Keyed Advertisement Contact Number.
5.2 The Applicant shall provide FCR Media Limited with a functioning land line telephone number or, subject to FCR Media Limited's approval, a mobile telephone number that the Keyed Advertisement Contact Number will terminate on and shall inform FCR Media Limited if there is a change to the applicable telephone number during the Keyed Advertisement Term.
5.3 The Applicant agrees that the Keyed Advertisement Contact Number will be the only telephone number to appear in the Keyed Advertisement and that the Keyed Advertisement Contact Number shall not appear in any place other than the Keyed Advertisement. For the avoidance of doubt, this means that the Keyed Advertisement Contact Number will not appear in any other publication or be advertised, displayed or provided in any other way (including without limitation on any business cards or other stationery) as a contact number for the Applicant.
5.4 The Applicant will promptly upon request provide FCR Media Limited with all such information and assistance, as may be deemed necessary by FCR Media Limited in order to evaluate the success of the Keyed Advertisement.
5.5 The Applicant agrees and acknowledges that:
5.5.1 the telecommunications provider of the Keyed Advertisement Contact Number shall during the Term, provide to FCR Media Limited details of all call traffic and other relevant data and originator status in respect of the Keyed Advertisement Contact Number ("Information"); and
5.5.2 FCR Media Limited shall be entitled to use the Information and details of the Applicant's participation in the Key Advertisement Programme in its marketing activities and published promotional material.
5.6 In the event that the Applicant wishes to retain use of the Keyed Advertisement Contact Number following any termination or expiration of this Agreement, it shall advise FCR Media Limited in writing immediately upon such expiration or termination and FCR Media Limited will advise the relevant telecommunications provider. FCR Media Limited makes no representation or warranty of any kind that the Keyed Advertisement Contact Number will be available for transfer to the Applicant, which matter shall be subject to the agreement of the Applicant and the relevant telecommunications provider at the relevant time.
5.7 In the event that the Applicant wishes to participate in the Keyed Advertisement Programme on another occasion in the future following the Keyed Advertisement Term, the parties shall enter into a new agreement at the relevant time, it being understood that a different Keyed Advertisement Contact Number shall be allocated to Applicant for the purposes of accurately tracking calls in response to the Keyed Advertisement.
6. GOLDENPAGES.IE BUSINESS CENTRE
6.1 FCR Media Limited owns the copyright and any other Intellectual Property Rights in the data provided by and or generated by goldenpages.ie Business Centre. Goldenpages.ie Business Centre and the data contained therein may only be used for the purpose of viewing online the performance of the Applicant's Advertisement. goldenpages.ie Business Centre and the data contained therein may not be used for any other purposes, to include, without limitation, copying the data or using the data for the creation of databases. FCR Media Limited reserves the right to publish usage figures for the goldenpages.ie Business Centre
6.2 FCR Media Limited may make changes to or remove data contained in the goldenpages.ie Business Centre or discontinue the service provided by goldenpages.ie Business Centre at any time without notice.
7. DISPLAY ADVERTISEMENTS
7.1 The Applicant agrees that it shall provide the Applicant's Content to FCR Media Limited within five working days after signing of the Application by the Applicant or such other final acceptance date for receipt of the Applicant's Content notified to the Applicant by FCR Media Limited from time to time. The Applicant shall provide the Applicant's Content in either ".jpeg" or ".gif" format or, when available within the FCR Media Limited IT platform, in "Flash" format or other formats as agreed by parties. FCR Media Limited reserves the right to reject the Applicant's Content and to seek alternative Applicant's Content in circumstances where the materials initially supplied exceed the maximum memory limits set by FCR Media Limited from time to time in order to ensure the proper functioning of the Display Advertisement Website. In the event of any failure or delay by the Applicant in providing the Applicant's Content, FCR Media Limited at its sole discretion reserves the right to create the Display Advertisement with its own material or to terminate the contract.
7.2 If FCR Media Limited is not in a position to achieve the number of Impressions in the relevant Impression Package, FCR Media Limited reserves the right to alter the targeting criteria so as to achieve the number of Impressions.
7.3 In the event that at the end of the time period set out in the Application, the relevant Impression Package has not been achieved, FCR Media Limited shall be entitled to either terminate this contract and pro-rate the remaining FCR Media Limited Fees on the basis of the actual number of Impressions at that time, or alternatively FCR Media Limited. may extend the duration of the contract for such period of time as is necessary to reach the relevant Impression Package.
7.4 Where the Impression Package is achieved prior to the end of the time period set out in the Application, FCR Media Limited will have no obligation to continue the display of the Display Advertisement.
7.5 In respect of Display Advertisements, without limitation to any other provision of this Agreement, FCR Media Limited cannot guarantee that the Advertisement will appear on any particular website(s), on any particular networks or at any particular time.
7.6 In the case of Display Advertisements on Facebook, FCR Media Limited reserves the right to change the copy or the images in the Advertisement in order to improve its performance.
8. SEARCH ENGINE MARKETING
8.1 The Applicant licenses and designates FCR Media Limited its agent to submit the Applicant's Content to the Google AdWords™ Campaign and/or such other websites platforms as may be agreed by the parties and to bind the Applicant to Google AdWords™ Terms and Conditions.
8.2 The Applicant shall be entitled during the term of the contract to increase its Package Price by written agreement with FCR Media Limited.
8.3 The Applicant warrants that: the Applicant's Website will at all times be operated by or on behalf of Applicant, use secure technology to protect the data of users accessing such website from a link in the Google AdWords™ Advertising Programme, and not implement or use technology that prevents users from using the browser "Back" button; the Applicant's Website will look substantially the same to all users unless the Applicant's Content of the Applicant's Website is relevant to the user's selected keywords or other search criteria; and the Applicant's Website will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancel bots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information.
8.4 The Applicant agrees that with regard to Search Engine Marketing, the Applicant's Content shall initially be submitted as detailed on the Initial Search Engine Marketing Account Structure Sheet completed as part of the Application.
8.5 The Applicant acknowledges and agrees that Google will have the non-exclusive, royalty-free, worldwide right and license to reproduce, publicly perform, display, distribute, reformat, resize, edit, cache, index, and transmit the Applicant's Content and develop and operate links on the Google AdWords™ Advertising Programme and that Google may distribute the Applicant's Content throughout its network of participating websites and other distribution outlets.
9. MY SITE PRODUCTS
9.1 All Intellectual Property rights in the My Site Products (including in the content of the site) but excluding the Applicant's Content is the property of FCR Media Limited, and FCR Media Limited hereby grants the Applicant a non-exclusive limited licence of such Intellectual Property Rights for the purpose of operating the micro-site.
9.2 The Applicant shall be entitled to amend the content on and upload the Applicant's Content to the My Site Products in accordance with these terms and conditions and in accordance with the Website Content Rules.
9.3 The Applicant acknowledges that FCR Media Limited has no control over any content placed on the My Site Products and does not purport to monitor the content of the My Site Products. FCR Media Limited reserves the right to remove content from the My Site Products where it reasonably suspects such content does not comply with these terms and conditions. FCR Media Limited shall notify the Applicant if it becomes aware of any allegation that content may not comply with these terms and conditions.
9.4 The Applicant shall indemnify FCR Media Limited against all damages, losses and expenses arising as a result of any action or claim in relation to the Applicant's Content or any other material posted to, or linked to, the My Site Products.
10. SNAPSYNC.IE
10.1 The Applicant licenses and designates FCR Media Limited its agent to submit the Applicant's Content to the SnapSnyc.ie network and/or such other websites platforms as may be agreed by the parties and to bind the Applicant to the SnapSync.ie Terms and Conditions.
10.2 The Applicant warrants that: the Applicant's Website will at all times be operated by or on behalf of Applicant, use secure technology to protect the data of users accessing such website from a link in SnapSync.ie and not implement or use technology that prevents users from using the browser "Back" button.
10.3 The Applicant agrees that with regard to SnapSync.ie, the Applicant's Content shall initially be submitted as detailed on the Initial Search Engine Marketing Account Structure Sheet completed as part of the Application.
10.4 The Applicant acknowledges and agrees that SnapSync.ie will have the non-exclusive, royalty-free, worldwide right and license to reproduce, publicly perform, display, distribute, reformat, resize, edit, cache, index, and transmit the Applicant's Content and develop and operate links on SnapSync.ie and throughout the Network.
11. WARRANTIES AND INDEMNITIES
11.1 The Applicant hereby represents warrants and undertakes to FCR Media Limited that:
11.1.1 the Advertisement complies with all applicable legislation and regulations, the Advertising Standards and these terms and conditions;
11.1.2 all information, materials, representations and statements of fact given or made orally or in writing by or on behalf of the Applicant to FCR Media Limited, its servants or agents, in the course of the negotiation prior to the conclusion of this Agreement (whether or not such information is contained in any Advertisement) was when given, has remained and will remain up to the termination of this Agreement, true, complete and accurate;
11.1.3 all claims, representations and facts contained in any Advertisement are true, complete and accurate and there is no fact or matter which has not been disclosed by the Applicant to FCR Media Limited which renders the information materials, representations and statements of fact contained in any Advertisement (including wording, artwork and keywords) untrue, incomplete, inaccurate or misleading, whether before or after the date of execution of this Agreement. The Applicant possesses documentation substantiating all claims, express and implied, made in the Advertisement;
11.1.4 full disclosure has been made by the Applicant to FCR Media Limited of all materials, information, representations and statements of fact concerning any Advertisement;
11.1.5 the Applicant agrees to notify FCR Media Limited immediately of any alteration in the material, information, representations and statements of fact made by the Applicant to FCR Media Limited at any time.
11.1.6 in the case of goldenpages.ie and eircomphonebook.ie, Sayso.ie or any other sites operated or utilised by FCR Media Limited where there is a hypertext link from the Website to the Applicant's Website, that the materials posted on or incorporated onto the Applicant's Website do not violate or infringe upon the rights of any third party (including, without limitation, any Intellectual Property Rights), or any applicable law, regulation or non-proprietary third party right and do not expose FCR Media Limited and/or eircomphonebook.ie to any civil or criminal liability or otherwise adversely affect the business or reputation of FCR Media Limited and/or eircomphonebook.ie;
11.1.7 the wording, artwork and keywords for any Advertisement or hypertext link are supplied to FCR Media Limited by the Applicant in good faith and the Applicant is the owner of or has appropriate authorisation to use any material including without limitation any name, trade mark, symbol, logo, artwork, copyright, certification, quality standard, video, hypertext link, other Intellectual Property Rights and contact details (including but not limited to telephone numbers, facsimile numbers, e-mail addresses and website addresses) incorporated in their Advertisement
11.1.8 the Applicant's Website will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancel bots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information.
11.2 The Applicant hereby agrees and undertakes to indemnify and keep indemnified FCR Media Limited against all loss and damage whatsoever, including, but not limited to any award of damages or compensation, fine or other order made by any court or tribunal in favour of any third party together with all costs and expenses (including all legal costs and expenses) arising from breach of the representations and warranties set out in Clause 11.1 and, without prejudice to the generality of the foregoing, arising from any incorrect, incomplete, unlawful, untrue or misleading materials, information and/or representations and/or statements of fact made by the Applicant at or prior to entering into this Agreement and/or contained or repeated in any Advertisement.
11.3 We may on occasion provide certain information and/or advice to you in advance of your entering in to this Agreement. Without prejudice to the foregoing and except as expressly set out in this Agreement, all warranties, whether express or implied relating to the provision by FCR Media Limited of services under this Agreement are excluded to the fullest extent permitted by law. We do however make no warranty, either implied or express, that any part of the services will be uninterrupted, error-free, virus-free, timely, secure, accurate, and reliable, of any quality nor that any content is safe in any manner for download.
11.4 You agree to defend, indemnify and hold FCR Media Limited and (as applicable) its officers; directors; employees; agents; subsidiaries; affiliates and any of our third party information service providers or other representatives harmless against any and all claims demands, losses, expenses, damages and costs, including legal costs, however arising resulting from any violation or breach by you of this Agreement and these Terms and Conditions or any claims made by or liabilities to any third party.
12. LIABILITY
12.1 Except as expressly set out in this Agreement, all representations, warranties, terms and conditions, whether express or implied (including those implied by Section 39 of the Sale of Goods and Supply of Services Act, 1980) relating to the provision by FCR Media Limited of services under this Agreement and these terms and conditions are hereby excluded to the fullest extent permitted by law.
12.2 To the fullest extent permitted by law, FCR Media Limited shall not be liable to the Applicant for any loss of actual or anticipated profits, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of reputation, or any indirect or consequential loss, damage or special damage or expense whatsoever or howsoever caused, whether such losses or damage were foreseen, foreseeable, known or otherwise.
12.3 To the fullest extent permitted by law, FCR Media Limited shall in no circumstances be liable for any damages whatsoever in excess of the agreed price payable to FCR Media Limited for the Service to which the claim relates. For the avoidance of doubt, in respect of the Search Engine Marketing, the agreed price, for the purpose of this clause is the FCR Media Limited Fees.
12.4 To the fullest extent permitted by law, FCR Media Limited shall under no circumstances be liable to the Applicant in respect of any failure to carry out or delay in carrying out any of FCR Media Limited's obligations hereunder which is attributable to any cause whatsoever the nature of which is outside FCR Media Limited's reasonable control. FCR Media Limited shall not be liable for any loss or interruption to the Service due to causes beyond the control of FCR Media Limited including, but not limited to, interruption or failure of telecommunications or digital transmission links, internet slowdowns or failure, third party unauthorised access, including but not limited to hacking or virus introduction
12.5 The Applicant acknowledges and agrees that FCR Media Limited makes no specific guarantee or warranty regarding the Google AdWords™ Advertising Programme including without limitation placement of the Applicant's Content or of any specific results. Without limiting the generality of the foregoing, FCR Media Limited does not warrant the number of calls, clicks, or impressions on the Applicant's Website or the Google AdWords™ advertising or that Applicant's Google AdWords™ advertising will appear in response to a particular query.
12.6 FCR Media Limited. has taken the utmost care in collecting and updating the data provided by goldenpages.ie Business Centre but FCR Media Limited does not warrant the accuracy and completeness of the data contained in goldenpages.ie Business Centre and FCR Media Limited shall have no liability for any loss resulting from any omissions or errors in the data or from the use of the data in goldenpages.ie Business Centre. FCR Media Limited does not warrant that the provision of goldenpages.ie Business Centre will be uninterrupted or error free.
12.7 The Applicant acknowledges and agrees that FCR Media Limited makes no specific guarantee or warranty regarding the number of calls, clicks, impressions or conversions on the Applicant's Website as a result of the provision of the Display Advertisements. FCR Media Limited does not warrant that the performance of the Display Advertisements will be error free. For the avoidance of doubt, the Display Advertisements are at all times provided on a non- exclusive basis by FCR Media Limited to the Applicant. FCR Media Limited makes no representation or warranty of any kind that during the term of the contract Display Advertisements will be provided solely to the Applicant and without limitation reserves the right to provide Display Advertisements to other parties (which the Applicant may view as its competitors) whereupon such other parties' Display Advertisements may appear on the same electronic pages at the same time as the Applicant's Display Advertisements.
12.8 With regard to the Interactive Paper product, the Applicant agrees and acknowledges that the legibility of the product is entirely dependent on the quality of the printed material which is supplied to FCR Media Limited by the Applicant for scanning, and for the avoidance of doubt, FCR Media Limited shall have no liability or responsibility of any kind in relation to any issues arising from the supply of such material by the Applicant
12.9 With regard to Location Based Advertising, FCR Media Limited does not warrant or guarantee that any particular number of SMS, emails or other notifications will be sent.
12.10 Where FCR Media Limited has supplied a Top Level Domain name to the Applicant, it shall have no liability for any misuse of the Top Level Domain name and the Application herby agrees and undertakes to indemnify and keep indemnified FCR Media Limited against all loss or damage arising from misuse of the Top Level Domain name.
12.11 In respect to the provision of Search Engine Optimisation, FCR Media Limited shall have no liability to you whatsoever (howsoever arising, including liability in tort) under or in connection with this agreement, including in relation to and in respect of the provision of the Service or our inability to provide the Service; for any loss of profits or anticipated savings; loss of revenue; loss of or damage to reputation or goodwill; loss of opportunity; wasted management or other staff time; losses or liabilities under or in relation to any other contract; loss of any software or data; loss of use of hardware; software or data; (in each case whether direct, indirect, special and/or consequential loss or damage) or for any other indirect, consequential and/or special loss or damage.
12.12 You hereby acknowledge that to provide the Services we may use third party services and products and you hereby consent to same. You acknowledge and agree that if at any time and for any reason whatsoever we are not be able to use the third party services and/or products (e.g., without limitation because the third party services and/or products are withdrawn from our use by such third party) or for any other reason beyond our reasonable control, we may suspend the provision of the Services or, at our option and sole discretion, terminate this agreement with immediate effect by sending notice of such termination to the email address provided by you at the time you request the Services. At all times, you acknowledge and agree and accept that we shall have no liability whatsoever to you in respect of a suspension or termination of the Services in accordance with this provision.
12.13 If we are unable to fulfil our obligations to you as a result of matters outside of our control; or as a result in a change of circumstances beyond our control; or as a result of any Service no longer being made available; or as a result of any Service no longer being provided by us, then FCR Media Limited shall use its best and reasonable endeavours to notify you of any such change of circumstance. To the fullest extent permitted by law, none of FCR Media Limited nor any of its officers, directors, employees, affiliates or other representatives will be liable for loss or damages arising out of or in connection with (either direct or indirect) our being unable to fulfil our obligations to you as a result of matters outside of our control; or as a result in a change of circumstances beyond our control; or as a result of any Service no longer being made available; or as a result of any Service no longer being provided by us. You agree and accept that FCR Media Limited shall under no circumstances be liable to you for any indirect or consequential loss or damages, loss of data, loss of income, profit or opportunity, loss of or damage to property and claims of third parties for FCR Media Limited being unable to fulfil its obligations to you as a result of matters outside of our control; or as a result in a change of circumstances beyond our control; or as a result of any Service no longer being made available; or as a result of any Service no longer being provided by us.
12.14 There are many reasons why it may not be possible for us to fulfil our obligations to you as a result of matters outside of our control as events occur or may have occurred which were or are beyond our control. In the event that it is not possible for us to fulfil our obligations to you, then you agree that we shall not be liable for and we shall not be required to pay for and we shall not be liable to remit any cost(s) associated with or incurred and shall not be liable to make good any loss arising as a result of our not being able fulfil our obligations to you howsoever our inability arises.
12.15 You acknowledge that you understand and accept that reasons for our not being able fulfil our obligations to you are not exhaustive and you agree that you shall be liable for; shall be required to pay for and shall be liable to remit any increased cost(s) associated with our not being able fulfil our obligations to you. In such circumstances, you fully indemnify us and shall continue to indemnify us in that regard and further agree that you shall not hold us responsible for any increased or additional cost(s) and/or charge(s) and/or loss under any circumstances whatsoever and howsoever arising.
13. PAYMENT
13.1 The Applicant shall, for the duration of the Agreement, pay to FCR Media Limited in accordance with the direct debit mandate included in the Agreement (or the terms of the Applicant's existing direct debit mandate with FCR Media Limited) the price of the Services as shown on the Application and/or on any Agreement Updates and/ or such price as may be notified to the Applicant by FCR Media Limited (as set out herein) from time to time. If the direct debit mandate is not completed by the Applicant (and no other direct debit mandate in favour of FCR Media Limited is in force) or in the event that the direct debit mandate is cancelled, withdrawn or fails to operate at anytime, the Applicant shall pay to FCR Media Limited on demand the charges for each Service set out on the Application.
13.2 In respect of Search Engine Marketing or the Google AdWords™ Advertising Programme, the Applicant shall pay the applicable Management Fees and the Media Fees to FCR Media Limited which amounts shall be deducted by FCR Media Limited from the Package Price. Where full prepayment has not been selected, FCR Media Limited shall invoice the Applicant and direct debit the Applicant's account or charge any credit card using details provided by the Applicant, as set out herein or as otherwise agreed by the parties. FCR Media Limited shall charge the Package Price to the Applicant pro rata in advance on a monthly basis according to the duration of the Agreement, provided that the first charge shall be due on the first day of the month following commencement of the relevant Service and shall consist of the advance pro rata amount of the Package Price as well as any arrears due in respect of provision of the Service for the previous month. Where FCR Media Limited actually spends more or less than the pro rata amount of the Package Price which has been charged in respect of a particular month, it shall vary the amount of the following month's charge up or down by such amount as the case may be.
13.3 In the case of Advertisements on goldenpages.ie (excluding the platinum product), eircomphonebook.ie (excluding Advertisements which are being published in the eircom Phonebook) and, FCR Media Limited shall be entitled at any time, and from time to time, to increase its charges by giving to the Applicant not less than 30 days prior written notice. Where and whenever such notice is given, the Applicant shall have the right to terminate the Agreement effective as from the date on which such notice expires by giving FCR Media Limited written notice of termination not less than 10 days before such date.
13.4 Where a payment, due under this Agreement, is overdue FCR Media Limited may, without prejudice to its other rights and remedies, immediately:
13.4.1 terminate this Agreement by notice in writing; and/or
13.4.2 reject, delete or remove any Advertisement from the relevant Directories; and/or
13.4.3 charge the Applicant interest at a rate of 1% per month or part of a month on the unpaid sum compounded monthly from the date when payment became due until the date on which payment in full together with any interest which has accrued has been received; and/or
13.4.4 charge the Applicant for all expenses incurred by FCR Media Limited in the recovery of the unpaid sum.
13.5 Where payment due under any other agreement between FCR Media Limited and the Applicant is overdue, then without prejudice to FCR Media Limited's rights and remedies under the other agreement, FCR Media Limited may terminate this Agreement forthwith by notice in writing.
13.6 The Management Fees and Media Fees payable by the Applicant pursuant to this contract are exclusive of value added tax and all other sales taxes and duties which may be chargeable on any of the services provided to the Applicant pursuant to the terms and conditions of this contract. Such taxes and duties shall be paid by the Applicant at the rate and in the manner for the time being prescribed by law.
13.7 All fees are exclusive of VAT which shall be charged by FCR Media Limited at the appropriate rate.
14. DATA PROTECTION AND RIGHT TO USE ADVERTISEMENT
14.1 FCR Media Limited shall use the data collected from the Applicant for the purpose of performing its obligations under the Agreement and for administration, risk assessment, marketing and credit checking purposes. FCR Media Limited may, for these purposes, disclose the Applicant's data to its agents, service providers and selected third parties. The Advertisement and the information held by FCR Media Limited in respect of the Applicant's business (the "Information") may be used by FCR Media Limited in any other products or services it may provide and/or in carefully selected third party products or services which FCR Media Limited deems appropriate. For the avoidance of doubt, FCR Media Limited shall be entitled to sell or transfer any of the Applicant's data to third parties. In the case of the eircom Phonebook and/or eircomphonebook.ie, the Information may be provided by FCR Media Limited to the National Directory Information Unit within eircom for inclusion in its database.
14.2 FCR Media Limited may search the files of credit reference agencies who will record the search. FCR Media Limited may also share information about the way in which the Applicant conducts its account with credit reference agencies.
14.3 The Applicant has a right to ask for a copy of any Personal Data held about it (for which FCR Media Limited may charge a small fee) and to have any inaccuracies in such Personal Data corrected.
14.4 The Applicant agrees and acknowledges that FCR Media Limited shall have the right to use the Advertisement and data in any other directories, databases, or online medium, including mobile applications, where in FCR Media Limited's opinion it would be beneficial for the promotion of the Advertisement.
14.5 By entering into this Agreement or by availing of any of the platforms; services; products or other websites referred to herein and throughout you are agreeing to allow FCR Media Limited to gather and collate your data. You fully authorise FCR Media Limited to use this data (personal and otherwise) and Information in its and their entirety and further authorise FCR Media Limited to share this data and Information across all of the FCR Media Limited properties; products; platforms; services; products and websites. In addition, by entering into this Agreement or by availing of any of the platforms; services; products or other websites referred to herein and throughout, you fully authorise FCR Media Limited to utilise and share your email address(es) and other contact details and information only with third parties with whom we have a contractual relationship (such as Google) and other service providers in order that the service(s) that we provide to you are enhanced and optimised. For the avoidance of doubt, no sensitive or personal information other than email addresses or other contact details or information will be shared. All data and information will be free for FCR Media Limited to use in line with FCR Media Limited's Privacy Policy and for any other marketing or service enhancing activities at FCR Media Limited's sole discretion. For the avoidance of doubt, all use of this data or information shall be in compliance with the Data Protection Acts 1988 and 2003.
15. GENERAL
15.1 Publication of the Advertisement is on the basis of this Agreement including without limitation these terms and conditions to which it is subject and which will govern the contract to the exclusion of any other terms and conditions subject to which the Agreement is executed or purported to be executed by the Applicant.
15.2 No variation to the Agreement shall be binding on FCR Media Limited unless agreed in writing between the Applicant and an authorised representative of FCR Media Limited provided however that FCR Media Limited, on notification to the Applicant, is entitled to make changes to the Agreement, which have no material adverse effect on the Applicant.
15.3 The employees and agents of FCR Media Limited are not authorised to make any representation concerning the subject matter of this Agreement unless confirmed by FCR Media Limited in writing. On entering into this Agreement, the Applicant acknowledges that it does not rely on any representations and waives any claim for breach of any such representations, which are not so confirmed.
15.4 Unless otherwise agreed in writing, this Agreement cancels and supersedes all or any previous agreements between the Applicant and FCR Media Limited in respect of the Advertisement unless the parties agree in writing that an additional contract is required without prejudice to the original agreement.
15.5 No right or remedy herein conferred upon or reserved to FCR Media Limited is exclusive to any other right or remedy herein or by law or by equity provided or permitted.
15.6 The Applicant hereby waives all and any future claims and rights of set-off against any payments due hereunder and agrees to pay the charges of FCR Media Limited regardless of any equity, set off or cross claim on the part of the Applicant against FCR Media Limited.
15.7 No forbearance, indulgence or relaxation on the part of FCR Media Limited shown or granted to the Applicant in respect of any of the provisions of this Agreement shall in any way affect, diminish, restrict or prejudice the rights or powers of FCR Media Limited under this Agreement or operate as or be deemed to be a waiver of any breach of the Agreement.
15.8 The records and documents (including information in any form) of FCR Media Limited may be created, recorded, stored, maintained, transmitted, reproduced and communicated by any electronic, photographic, computerised or other process by or on behalf of FCR Media Limited (and/or eircom, in the case of the eircom Phonebook). Where, in pursuance of this clause, such records or documents are created, recorded, stored, maintained, transmitted, reproduced or communicated by any electronic, photographic, computerised or other process any record or document produced by any such process they shall be admissible in evidence in any court, tribunal, arbitrator or other forum.
15.9 Other than a claim or proceedings for failure to pay any fee or charge (in whole or in part) due to FCR Media Limited from the Applicant, any dispute or difference arising between the parties hereto as to the construction of this Agreement, or as to any other matter or thing arising hereunder or in connection herewith (including but not limited to any counterclaim brought by the Applicant against FCR Media Limited in the course of proceedings instituted by FCR Media Limited for failure to pay any fee or charge due from the Applicant under this Agreement) will be referred to the decision of a single arbitrator appointed by agreement between the parties or failing such agreement appointed by the President for the time being of the Law Society of Ireland. The Arbitration Act 2010 and any statutory amendments or re-enactment thereof will apply to such arbitration.
15.10 FCR Media Limited may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any manner with all or any of its rights or obligations under this Agreement.
15.11 All notices, request, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made (a) if given or made by letter, two (2) business days after the relevant letter has been despatched by registered mail, postage prepaid; (b) if delivered by hand, at the time of delivery or (c) if given or made by email, facsimile or other electronic means of delivery, when transmitted and full transmission has been separately notified by telephone by the transmitting party.
15.12 Any waiver of any provision of these Terms and Conditions must be in writing signed by FCR Media Limited to be valid. Any waiver of any provision hereunder shall not operate as a waiver of any other provision, or a continuing waiver of any provision in the future. If any court of competent jurisdiction finds any provision of these Terms and Conditions to be void or unenforceable for any reason, then such provision shall be ineffective to the extent of the court's finding effecting the validity and enforceability of any remaining provision.
15.13 If at any time any one or more of the provisions of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law or regulation, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining provisions or the effectiveness of any of the remaining provisions of this Agreement under such law. If any provision of this Agreement is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way.
15.14 This Agreement (as defined above) constitutes the entire agreement and understanding between the parties with respect to the subject matter of the Agreement, and except as expressly provided, supersedes all prior representations, writings, negotiations or understandings with respect to that subject matter.
15.15 This Agreement and the Terms and Conditions shall be governed by and construed in accordance with the laws of Ireland and you hereby agree for the benefit of FCR Media Limited and without prejudice to the right of FCR Media Limited to take proceedings in relation to this Agreement and these Terms and Conditions before any court of competent jurisdiction, that courts of Ireland shall have the exclusive jurisdiction to hear and determine any actions or proceedings that may arise out of or in connection with these Terms and Conditions.
15.16 FCR Media Limited trading as Goldenpages; goldenpages.ie; GetHotels; GetHotels.ie; GetSold; GetSold.ie; GetDeals; GetDeals.ie; GetDomains; GetDomains.ie; GetHosting; GetHosting.ie; Listing Manager; Sayso; Sayso.ie; SnapSync; SnapSync.ie;SnapSync.co.uk and where applicable, eircomphonebook; and eircomphonebook.ie. reserves the right to change these Terms and Conditions at any time. Please refer to the Important Message above in relation to any changes; amendments; and/or modifications that we may make from time to time.
These Terms and Conditions and the use of this Website are governed by the law of Ireland and any disputes shall be subject to the exclusive jurisdiction of the Irish courts.
16. DISTRIBUTION
16.1 The following table gives an indication of the number of copies of the Print Directory to be distributed and approximate distribution dates.
Version 2.1 Re-Published: June 16