The following Conditions set out the terms and conditions applying to provision of Business Information by a Business to Pricesearcher, the publication and promotion of such Business Information through the Website and the use of the Business Information by Pricesearcher.
1.1 In these Conditions, the following definitions will apply:
2.1 In these Conditions, the following rules apply:
2.1.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2.1.2 a reference to a party includes its personal representatives, successors or permitted assigns;
2.1.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
2.1.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to writing or written includes faxes and emails.
3.1. The Application constitutes an application by the Business to Pricesearcher for Pricesearcher to promote the Business’s Products via the Website, upon and subject to these Conditions. Pricesearcher reserves the right to accept or decline any Application in its sole discretion. The Business submits its Application and accepts these Conditions by checking the “I agree” box on the relevant page of the Website.
3.2. The Application shall only be deemed to be accepted at the point Pricesearcher publishes the Business Information on pricesearcher.com (Commencement Date). Pricesearcher will then provide the Business with a username to enable the Business to access the appropriate areas of the Website.
3.3 The Contract shall continue in force unless and until such time as the Contract is terminated by either party in accordance with clause 9.
3.4 The Contract constitutes the entire agreement between the parties. The Business acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Pricesearcher which is not set out in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
3.5 Any information, data, descriptive matter or advertising issued by Pricesearcher (including any information shown on the Website), are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
3.6 Subject to any amendment brought into effect by clause 2.7, these Conditions apply to the Contract to the exclusion of any other terms that the Business seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.7 Pricesearcher shall be entitled to amend from time to time the Application, the Conditions and the Policies or all or any of them, by notifying the Business by email or otherwise in accordance with clause 11.3. The Business acknowledges that it is the Business’s responsibility to check the Website on a regular basis to make and keep itself aware and notified of any changes made by Pricesearcher to the Application, the Conditions and the Policies, or all or any of them.
3.8 The Business expressly acknowledges and agrees that Pricesearcher may use the Business Information, for:
3.8.1 the provision of a business-to-consumer search engine for goods and services, as operated by the Website (and as may be updated or amended from time to time) providing the Business with the opportunity to promote its Products directly to visitors to the Website, who may or may not go on to purchase such Products directly from the Business via the Business’s own website; and
3.8.2 any other commercial or non-commercial purposes and in any format or media, and whether now or in the future, at the discretion of Pricesearcher.
4.1 The Services are provided by Pricesearcher to the Business entirely free of charge. Businesses do not pay for registering with Pricesearcher, for the promotion of the Business Information through the Website or as a result of any click-thru’s or traffic delivered to the Business as a result of use of our Services.
4.2 Following acceptance of the Business’s Application, and subject to receipt of the Business Information to Pricesearcher’s reasonable satisfaction, Pricesearcher agrees to list the Products on the Website as part of its price comparison offering to consumers, and the Business consents to Pricesearcher using the Business Information for this purpose and for any other purposes which are set out in these Conditions. Pricesearcher cannot guarantee that any Sale will be concluded in relation to any Products, and makes no representations or warranties to the Business in this respect.
4.3 Pricesearcher shall use reasonable endeavours to restore the Service as soon as reasonably practicable following the occurrence of any fault or failure but shall not be under any obligation or liability to the Business in doing so. The Business acknowledges that the transmission of information via the internet is not completely secure, that there is always a risk that communications by electronic means may not reach their intended destination, either on time or at all, and that it is not technically possible for Pricesearcher to guarantee the availability of the Service, or to provide the Service entirely free of fault, at all times. No warranty is given as to the amount of uptime which the Website or the Business Information of any Business will receive.
4.4 If any performance dates are set out in the Schedule or elsewhere, such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.5 Pricesearcher shall have the right to make any changes to the Website and/or the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Website or the Services, and Pricesearcher shall be under no obligation to notify the Business in any such event.
5.1 Without prejudice to the Business’s obligations to comply with the Contract generally, the Business warrants that:
5.1.1 the details provided in the Application are complete, accurate and up to date;
5.1.2 all Business Information provided to Pricesearcher about itself and the Products it wishes to promote through the Website is true, accurate, current and complete;
5.1.3 the Business satisfies the Gateway Criteria and will notify Pricesearcher immediately in the event that it ceases to satisfy the Gateway Criteria;
5.1.4 all Products offered for sale by the Business via the Website satisfy in all respects the criteria specified by the Business from time to time;
5.1.5 all Products offered for sale by the Business via the Website comply in all respects with the requirements of all applicable health and safety and product safety laws, rules and regulations;
5.1.6 the Business is the sole legal and beneficial owner of the Products and of the Business Information (or in the case of the Business Information, has the legal owner’s written consent to the use of the Business Information for the purposes of the Contract);
5.1.7 no brand name or trade mark not owned by the Business is used in connection with the Products, whether by implication or actual use, without the prior written consent of the owner thereof, which the Business shall produce to Pricesearcher on demand;
5.1.8 none of the Business Information, the Products nor the Business’s activities or use of the Website (as appropriate) will:
126.96.36.199 be false, inaccurate or misleading (whether intentionally or not);
188.8.131.52 be offensive, indecent, obscene, pornographic, menacing, abusive, defamatory or in poor taste;
184.108.40.206 be in breach of copyright, confidence, privacy or any other rights and will not infringe any third party’s Intellectual Property Rights, or other proprietary rights or rights of publicity or privacy;
220.127.116.11 be fraudulent or involve the sale of counterfeit or stolen items;
18.104.22.168 be likely to deceive any person;
22.214.171.124 be in breach of any applicable laws or regulations (including, but not limited to, laws or regulations governing VAT or any other taxation, consumer protection, e-commerce, distance selling, data protection, export control, import requirements, advertising, requirements of Trading Standards, product safety and health and safety);
126.96.36.199 adversely affect the reputation of Pricesearcher, the Pricesearcher brand, or the Website;
188.8.131.52 create, or be likely to create, liability for Pricesearcher or cause Pricesearcher to lose (in whole or in part) the services of its internet service provider or other suppliers;
184.108.40.206 contain any Viruses; or
220.127.116.11 cause the Website or its functionality to be interrupted, damaged or impaired in any way.
5.2 The Business shall:
5.2.1 ensure that all computers (including both hardware and software) used to access and interoperate with the Website are free of Viruses and have installed on them up-to-date operating systems (including any updates thereto), web browsers, and firewall and Virus protection software;
5.2.2 ensure that all communications and information sent electronically to Pricesearcher (regardless of the medium of delivery) and the Website are free of Viruses;
5.2.3 promptly notify Pricesearcher of any changes to the Business Information;
5.2.4 co-operate with the reasonable requirements of Pricesearcher in all matters relating to the listing of Products on the Website;
5.2.5 comply at all times with all applicable laws, regulations (including without limitation consumer law, product safety and product marking laws and regulations) and Trading Standards requirements relating to the Products, their promotion and sale;
5.2.6 not use Pricesearcher’s name, trading name(s), trade mark(s), logo or branding, whether on promotional material, packaging or otherwise, without first obtaining Pricesearcher’s express prior written consent, which Pricesearcher may in its sole discretion give or refuse;
5.2.7 provide Pricesearcher with such information as Pricesearcher may reasonably require in order to list the Products on the Website, and ensure that such information is accurate in all material respects and does not breach any applicable law or regulatory requirement;
5.2.8 permit and cooperate with all activities undertaken by Pricesearcher (or on Pricesearcher’s behalf) to list and promote the Products on the Website;
5.2.9 comply in all respects with the Sale Terms and with any Sale Contract the Business enters into, including in relation to the fulfilment of Sale Contracts;
5.2.10 ensure that the Sale Terms and any Sale Contract the Business enters into comply in all respects with any applicable laws and regulations from time to time in force;
5.2.11 state all Product prices inclusive of VAT, but exclusive of any other costs or charges, such as delivery and packing, which must be stated separately;
5.2.12 fulfil the Sale Contract in a timely manner at the Business’s own cost and in accordance with the Sale Terms;
5.2.13 be solely responsible for ensuring at its own cost that Products are appropriately packaged and labelled so as to reach their destination intact and undamaged, and are adequately insured for safe delivery to the relevant Buyer;
5.2.14 obtain and maintain all necessary licences, permissions and consents which may be required before the Commencement Date of the Contract;
5.2.15 comply with all applicable law, regulations, standards and other legal requirements (including without limitation those relating to consumer law, product safety and health and safety).
5.3 For the avoidance of doubt, the Business shall be at liberty to promote, market or sell a Product via any sales channel other than the Website, whether online, offline or otherwise, and whether directly or through a third party.
5.4 The Business further acknowledges and agrees that:
5.4.1 Pricesearcher has sole and complete discretion as to the look, feel and content of the Website, as well as in respect of the inclusion, omission, positioning, location and all other aspects of presentation of the Business Information and the Products, and the right in its sole discretion to remove all or any Business Information or Product from the Website at any time and for any reason;
5.4.2 Pricesearcher also reserves the right to remove any Product from the Website that it believes, in its sole discretion, to be unsafe or unfit for use or otherwise non-compliant with any applicable laws, rules and regulations, or uncompetitively or unrealistically priced;
5.4.3 Pricesearcher may terminate a Contract with the Business if, in Pricesearcher’s sole discretion, the Business’s eligibility to have Products displayed on the Website changes at any time following acceptance of the Application;
5.4.4 Pricesearcher has no responsibility whatsoever for the performance of any Sale Contract, and is not a party to any such contract, which is solely between the Business and the Buyer;
5.4.5 Pricesearcher has no responsibility whatsoever for any customer service delivery in relation to Buyers, including any refunds requested by Buyers in relation to Products they have purchased from the Business following a visit to the Website;
5.4.6 Pricesearcher does not offer the Business exclusivity of presence on the Website, and that other Business may list Products that are similar to, and compete with, the Products.
5.4.7 Payment due in respect of a Sale shall be made directly by a Buyer to the Business on the Business’s own website, and Pricesearcher accepts no responsibility for such payment;
5.4.8 Pricesearcher shall be entitled to advertise the Website in any medium at its sole discretion, and to refer to the Business’s presence on the Website in such advertisements; and
5.4.9 Pricesearcher shall be entitled at its sole discretion to re-syndicate and/or distribute feeds to third parties (for example to enable such third parties to add a product search facility to their own website), in each case under either the Website’s name and branding or under the name and branding of any such third party.
6.1 The Business shall indemnify Pricesearcher against any liability incurred by Pricesearcher arising as a result of the listing of the Products on the Website and in respect of damage to property, death or personal injury arising from any fault or defect in the Products, or any failure of the Products to comply with any relevant marking or certification requirements, or product safety health and safety requirements under applicable UK, European or other standards and any liabilities, costs (including legal costs), claims, demands, fines, damages, losses (whether direct, indirect or consequential) and expenses arising out of or in connection with that liability or failure (Relevant Claim) or paid or agreed to be paid by Pricesearcher in relation to the defence or settlement thereof, except to the extent the liability or failure arises as a result of the action or omission of Pricesearcher.
6.2 During the Term, the Business shall maintain appropriate product liability insurance with a reputable insurer to a level of cover which is reasonable considering the nature of the Products being sold. The Business shall provide a copy of the insurance policy and proof of payment of the current premium to Pricesearcher on request.
6.3 The Business undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Products or batches of Products in full compliance with the requirements of any applicable regulatory or legislative requirements from time to time in force in relation to the Products. These records shall include records of sales and deliveries to Buyers (including batch numbers, delivery date, name and address of Buyer, telephone number (where provided), fax number (where provided) and email address).
7.1 All Intellectual Property Rights in or arising out of or in connection with the Website and the Services (either now or in the future) are the sole and absolute property of Pricesearcher or its licensors, as appropriate.
7.2 The Business hereby grants to Pricesearcher a non-exclusive, perpetual and irrevocable worldwide licence to include the Business Information on the Website and to use it for any purposes permitted under these Conditions, including using the Business Information in its own editorial content or promotional, marketing and advertisement materials in any medium, and to refer to the Business’s presence on the Website in any of the content and materials referred to in this clause 7.2, providing that this licence shall not exceed any rights or licence the Business may itself have to use the Business Information.
7.3 The Business acknowledges that, in respect of any third party Intellectual Property Rights in Business Information provided for use by Pricesearcher on the Website or otherwise in connection with the Services (including text, data, photographs and other materials), Pricesearcher’s use of any such Intellectual Property Rights requires the Business to have first obtained a written licence from the relevant licensor on such terms as will either entitle the Business to license such rights to the Pricesearcher or grant such rights direct to Pricesearcher. The Business warrants that it has obtained any and all such licences and shall provide copies of them to Pricesearcher on demand.
7.4 The Business indemnifies Pricesearcher against all costs, claims, damages, losses and expenses arising as a result of any claim or action that the Business Information infringes Intellectual Property Rights belonging to a third party (IP Claim).
8.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain.
8.2 The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
8.3 This clause 8 shall survive termination of the Contract.
9.1 Nothing in these Conditions shall limit or exclude Pricesearcher’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; fraud or fraudulent misrepresentation; or any other matter which it is not by law entitled to exclude.
9.2 Subject to clause 9.1:
9.2.1 Pricesearcher shall under no circumstances whatever be liable to the Business, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract, the Products, the Sale Terms or any Sale Contract; and
9.2.2 Pricesearcher’s total liability to the Business in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £500.
9.2.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 This clause 9 shall survive termination of the Contract.
10.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
10.1.1 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach;
10.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
10.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
10.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
10.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
10.1.6 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
10.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
10.1.8 a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
10.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
10.1.10 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(b) to clause 9.1(i) (inclusive);
10.1.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
10.1.12 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
10.2 Without limiting its other rights or remedies:
10.2.1 Pricesearcher shall have the right to terminate the Contract for any reason at its sole discretion by giving the Business written notice, such notice to have immediate effect; and
10.2.2 the Business shall have the right to terminate the Contract for any reason at its sole discretion by giving Pricesearcher written notice, such notice to have immediate effect. Pricesearcher will remove the Business Information and Products as soon as is reasonably practicable following receipt of such notice, but the Business acknowledges and agrees that this may take up to 24 hours.
11.1 On termination of the Contract for any reason the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry and clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.1 Force majeure: For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Pricesearcher including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Pricesearcher or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.2 Pricesearcher shall not be liable to the Business as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12.3 Assignment and subcontracting: Pricesearcher may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
12.4 The Business shall not, without the prior written consent of Pricesearcher, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
12.5 Written communications and notices: Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing. When using the Website, the Business agrees that communications with Pricesearcher will be mainly electronic and that Pricesearcher will contact the Business by email or provide the Business with information by posting notices on the Website. For contractual purposes the Business agrees to this electronic means of communication and acknowledges that all notices, information and other communications that Pricesearcher provides to the Business electronically comply with any legal requirement that such communications be in writing.
12.6 All notices given by the Business to Pricesearcher shall be sent to firstname.lastname@example.org. Pricesearcher may give notice to the Business either at the email or postal address provided in the Application or in any of the ways specified in clause 11. Notice will be deemed received and properly served immediately when posted on the Website, 24 hours after an email is sent, or three days after the date on which a letter is posted. In proving the service of a notice, it shall be sufficient to prove, in the case of a posting on the Website, a screen print of the relevant webpage with a date stamp, in the case of an email, that the email was sent to the specified email address of the relevant party, and in the case of a letter, that such letter was properly addressed, stamped and placed in the post.
12.7 Waiver: A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
12.8 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
12.9 Severance: If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
12.10 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.11 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
12.12 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.13 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Pricesearcher.
12.14 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Schedule – The Services The Website offers a business-to-consumer search engine for goods and services, providing the Business with the opportunity to promote its Products directly to visitors to the Website, who may or may not go on to purchase such Products directly from the Business via the Business’s own website.
The Website allows consumers to perform searches for the products they are looking for, to save their favourite products within their browsing session, and to click out of the Website to the website of their chosen retailer when they decide to make a purchase.
Pricesearcher is not a party to the contract of sale in respect of the Products, which is a private contractual matter between Business and Buyer, and which takes place on the Business’s website.
The search engine platform will be managed by Pricesearcher.
Website profile Pricesearcher shall take such steps as it considers appropriate in its sole discretion to enhance search engine optimisation of the Website to increase its online visibility.
Pricesearcher will not own or have possession of the Products at any point in the sale process.