Good Afternoon Robert 12th December 2005
Terms and Conditions
1. Introduction 1.1 Welcome to the bestbuylocal.com website! bestbuylocal.com provides an online service which allows suppliers local to a chosen location to advertise prices and promotions on a variety of products ("the Online Services"). By clicking the "I Accept" button you agree to the following terms and conditions governing your use of the Online Services. If you do not agree with these terms and conditions you may not use the Online Services. 2.Conditions of Use and Intellectual Property 2.1 You acknowledge and agree that bestbuylocal.com does not sell goods or services as your agent or on your behalf. All dealings between you and any customer. Your dealings with any customers in respect of goods or services advertised through the Service, including any payment for or delivery of goods and services and any contract in relation to such goods or services are solely between you and the customer. bestbuylocal.com does not endorse any of the goods or services appearing on the site. It is your responsibility to draw to the attention of the customer any terms and conditions on which you may seek to rely before concluding an agreement with the customer for the sale of goods or services. 2.2 The bestbuylocal.com website allows you to create and select your own delivery options and charges for delivery of your goods. In particular you may select any of the following options for sale of your goods or services via the Online Services : (a) Select and Collect, which allows the ordering of goods for collection generally within a 24 hour period unless agreed otherwise (b) Cash on Delivery, which provides consumers with an ordering process that removes possible Internet buying concerns. Acceptable payment methods on delivery should be advised to the customers with a response email or by direct contact prior to delivery. (c) Online Sale Direct to Customer which is only available for suppliers who have chosen to obtain a PayPal merchant account. A facility is available to obtain such an account within the bestbuylocal.com site Full information about these features appears on the website. 2.3 The pricing information you supply to us or input directly using the website features, must be accurate and up-to-date, and clearly set out any applicable taxes, charges or delivery costs. We will not be responsible for or have any liability in respect of input errors where the information has been input by you. 2.4 All rights in the material on the website (the "Content"), are owned by bestbuylocal.com or third party content providers and are protected by copyright, trade marks, service marks and/or other proprietary rights and laws of the UK and other countries. In particular, you acknowledge and agree that bestbuylocal.com has ownership of all database rights, including, but not limited to, all rights of extraction and re-utilisation in relation to the Content. You further acknowledge and agree that all intellectual property rights subsisting in the Content are and shall remain the property of bestbuylocal.com and you possess no rights of any kind in relation to the foregoing other than such rights as may be expressly given under this agreement. You shall not during or after the expiry or termination of this agreement in any way question or dispute the validity or ownership of the database rights or the other intellectual property rights held by bestbuy local.com. 2.5 You shall immediately bring to the attention of bestbuylocal.com any improper or wrongful use of the Content or any part thereof or bestbuylocal.com's trade marks, emblems, designs, intellectual or commercial property rights which come to your notice. 2.6 You may not utilise any data mining, robots or similar data gathering or extracting tools to extract or re-utilise the Content. 2.7 You shall indemnify bestbuylocal.com fully against all loss, or damage suffered as a result of a breach of Clause 2. 2.8 You are responsible for procuring the necessary equipment and the payment of telephone and other charges necessary to access the website. Registration 3.1 In order to access the website, you will need to follow a registration process. You will provide bestbuylocal.com with certain details, all of which must be both accurate, complete and up to date. It is your responsibility to update bestbuylocal.com immediately with any changes to the information provided. 3.2 bestbuylocal.com reserve the right not to accept or process your application for registration for any reason. 3.3 Your registration is personal to you and you are responsible for maintaining the confidentiality of your password. Access to the website will be denied should this condition be breached or if you attempt to bypass the subscriber security to gain unauthorised access to data on the bestbuylocal.com website. Legal action will be taken against any person who attempts to violate the security of this website. Any unauthorised use of the website and/or of your password and User ID should be notified to bestbuylocal.com immediately. 3.4 By registering your details you confirm that you grant or have otherwise consented to the grant of a perpetual world-wide royalty free irrevocable non-exclusive right and licence with the right to sub-licence, to use, reproduce, modify, adapt, publish, publicly display, digitally display and translate, create derivative works from and distribute to third parties all product information supplied by you or by third parties on your behalf to bestbuylocal.com. You agree to indemnify bestbuylocal.com in respect of all costs, losses, damages or expenses suffered or incurred by bestbuylocal.com in respect of any product information supplied by you or on your behalf. 4. Costs of the Online Services 4.1 The costs of the Online Services are displayed in the registration section. The costs will vary according to the options (in particular, as to the duration of the Online Services) you select. The costs displayed in the registration section shall prevail until such time as we notify you of any change. Changes to the costs may be notified by newsletter and will be effective ?three? days after the date of issue of newsletter or e-mail notification. 5. Changes 5.1 bestbuylocal.com shall have the right at any time, in its sole discretion, to make modifications, additions or deletions to the Online Services, the website and these terms. Any changes to these terms will be notified by e-mail, newsletter, or by publishing the revised terms on the website. By continuing to access the website following a change to the terms, you agree to be bound by any changes. 6.Links 6.1 One of the features of the bestbuylocal.com website is an option for suppliers to create a link from the website to the supplier's own website, or, for example, a website operated by the manufacturer of the goods sold by the supplier. 6.2 In every case it is your responsibility: 6.2.1 to seek any necessary consents from the owners of the websites to which the links are created at your request or at your instigation; 6.2.2 to ensure that the placing of the link does not give rise to any liability for copyright, trademark, patent or other intellectual property infringement; and 6.2.3 that the website to which the link is made from the bestbuylocal.com website does not contain any material which may be defamatory, obscene, discrimatory, or, offensive. bestbuylocal.com reserve the right to remove or decline to place a link to a website where it has reasonable concerns about the content of such website. 6.3 You agree to identify and hold harmless bestlocal.com and keep bestlocal.com fully and effectively indemnified on demand against any and all costs, claims, damages, liability and expenses (including any professional fees) which bestbuylocal.com might suffer in respect of links from bestbuylocal.com website at your request or on your instigation or in respect of the content of the websites to which such links are placed. 7.Representations, Warranties and Indemnities 7.1 You represent, warrant and undertake that: (a)you have the capacity to enter into this agreement; (b)if you are an individual you are at least eighteen (18) years of age; (c)you will not infringe the copyright or any other intellectual property rights of bestbuy local. com or any third party; (d)if you are acting on behalf of a company you have the authority to bind the company; (e)you will comply fully with the terms; (f)you will not copy, reproduce, recompile, decompile, disassemble, reverse engineer, upload, download, transmit, create derivative works from or otherwise exploit the website or any software which is proprietary to bestbuylocal.com or any third parties; (g)the information you supply or which is supplied on your behalf is accurate and up-to-date; (h)the information you supply together with any photographs or other images does not infringe the intellectual property rights of any third party; (i)the information you supply complies with all relevant laws and regulations and is in accordance with all advertising standards; (j)you have full capacity to enter into and perform your obligation under this agreement; (k)the Online Services will be used only for your internal business purposes. 7.2 You agree to indemnify and hold harmless bestbuylocal.com and keep bestbuylocal.com fully and effectively indemnified on demand against all costs, claims, damages, liability and expenses (including any professional fees) which bestbuylocal.com might suffer by reason of a breach by you of the terms and in particular any of the above representations. For the avoidance of doubt, this indemnity shall extend to any losses which bestbuylocal.com may suffer as a result of the use by third parties of your password. 7.3 You shall at all times indemnify and keep us fully indemnified against all and any costs, claims, damages, liability and expenses (including any professional fees) incurred by us or for which we may become liable with respect to any and all claims relating to your goods and services featured on the website, including claims that the goods or services are defective, or in respect of the delivery or non-delivery of the goods or services. 8. Disclaimer 8.1 The Online Services are provided on an "as is" basis without any express or implied representations and without warranty of any kind including without limitation any warranty of merchantability or fitness for a particular purpose. The entire risk as to the quality and performance of the Online Services and every part thereof is borne by you. 8.2 You agree and acknowledge that you are solely responsible for ensuring the accuracy of all material supplied by you in connection with the Online Services. bestbuylocal.com specifically disclaims any liability in respect of any loss whatsoever suffered by you as a result of any inaccuracy or any incorrect data or information published on the website. 8.3 You shall satisfy yourself that the Online Services and every part thereof shall at all times and in all respects function and be used in a manner which complies with all legal and regulatory requirements of government agencies and self regulating agencies and bodies having oversight over your business activities. You shall indemnify bestbuylocal.com fully in respect of all claims, proceedings, damages, costs and expenses arising or incurred by bestbuylocal.com or for which bestbuylocal.com may become liable as a result of a breach of this Clause 8.3. 8.4 bestbuylocal.com cannot guarantee that the availability of the website will be uninterrupted or that all transmissions will be error-free. Access to the website may be occasionally suspended or restricted to allow, for example, for repairs, maintenance, or the introduction of new facilities or services. 9.Limitation of Liability 9.1 bestbuylocal.com shall not be liable to you for any loss or damage whatsoever or however caused arising directly or indirectly in connection with this Agreement or the Online Services or use of same, except to the extent to which it is unlawful to exclude such liability under the applicable law. 9.2 Notwithstanding the generality of Clause 9.1 above, bestbuylocal.com expressly excludes liability for consequential loss or damage which may arise in respect of the website, the Online Services or any part thereof, or use of same, or in respect of loss or damage to other equipment or property, loss of data or for loss of profit, business, revenue, goodwill, or anticipated savings. 9.3 In the event that any exclusion, limitation or provision contained in this Agreement shall be held or agreed to be invalid for any reason and bestbuylocal.com becomes liable for loss or damage that may lawfully be limited, such liability in respect of any one occurrence or series of occurrences attributable to one source or original cause shall be limited to One Hundred Pounds (£100) Sterling. 9.4 bestbuylocal.com does not exclude or limit liability for fraud or for death or personal injury to the extent only that the same arises as a result of the negligence of bestbuylocal.com, its employees, agents or authorised representatives. 10. Term and Termination 10.1 The Online Services shall be provided for the term selected by you during the registration process. Without prejudice to the accrued rights of any party, bestbuylocal.com may terminate these terms and your use of the Online Services at any time by electronic notice. 10.2 Upon expiry or termination of this agreement, you shall forthwith discontinue use of the site without any right of compensation for such discontinuation or cessation. Upon termination, bestbuylocal.com shall remove from the site any product information, advertisement or other information provided by you. You agree and acknowledge that bestbuylocal.com has no obligation to retain Your Data and may delete Your Data following termination. 10.3 Paragraphs 2, 8, 9, 10, 11 and 12 of these terms shall survive termination and shall remain in full force and effect thereafter. 10.4 You agree that the contract between you and bestbuylocal.com is concluded and the performance of this contract commences on acceptance of your registration details. 11. General 11.1 This website is owned and operated by Best Buy Local.com Limited, Innovation Centre, Riverside Business Park, Irvine, KA11 5DA (Company No: SC264531). bestbuylocal.com is a trading name of Best Buy Local.com Limited. bestbuylocal.com can be contacted at this address or via email at email@example.com 11.2 These terms, as amended from time to time, and any other terms of business on the website shall constitute the entire agreement between you and bestbuylocal.com in relation to your use of and access to the website. 11.3 If you access the website from outside of the United Kingdom, it is your responsibility to ensure compliance with any foreign and local laws and requirements. 11.4 If any provision of these terms is held to be invalid or unenforceable, then the remaining provisions of the terms and of the paragraph in question shall remain in full force and effect. 11.5 Any notice which bestbuylocal.com or you are required to give pursuant to these terms shall be made by e-mail. Any such notice so given will include a request for confirmation of receipt. 11.6 No delay or omission on the part of bestbuylocal.com in exercising any right, power or remedy under these terms shall impair or detract from such right, power or remedy or operate as a waiver thereof. 12. Governing Law 12.1 These terms shall be governed by and construed in accordance with Scots law. Subject to clause 12.2 you agree that the Scottish Courts will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this agreement. The parties irrevocably agree to submit to that jurisdiction. 12.2 The agreement contained in clause 12.1 above is included for the benefit of bestbuylocal.com. Accordingly bestbuylocal.com retains the right to bring proceedings in any other court of competent jurisdiction. You irrevocably waive any objection to, and agree to submit to the jurisdiction of such other courts. 12.3 You irrevocably agree that a judgement or order of any court referred to in this clause is conclusive and binding upon you and may be enforced against you in the courts of any other jurisdiction.