TERMS & CONDITIONS FOR ADVERTISERS

1. CONTRACT

1.1 These terms and conditions ("Conditions") shall apply to any contract ("Contract") between Markenaid Limited (company no. 7563755) whose registered office is at 44-54 Orsett Road, Grays, Essex, RM17 5ED ("Company") and the company or business which uses the Service ("Advertiser").

1.2 The completion and submission by the Advertiser of its details on the Company's website at www.careindex.co.uk ("Website") shall constitute an offer ("Offer") by the Advertiser to use the Service subject to these Conditions which shall only be deemed accepted by the Company when the Advertiser's details as set out in the Offer ("Advertiser's Details") are published for public use on the Website.

1.3 The party submitting an Offer declares that it has the authority to act on behalf of the Advertiser and that the Advertiser is submitting the Offer in a business capacity. The Company may at its absolute discretion and for any reason refuse to accept any Offer or it may impose further conditions on its acceptance of any Offer.

2. THE SERVICE

2.1 Where the Company accepts an Offer it shall publish and keep published on its Website throughout the Contract Period the Advertiser's Details subject always to the Company's rights set out in these Conditions and provided always that the Advertiser complies and continues to comply with its obligations set out in these Conditions ("Service").

2.2 Each Contract is for a single organisation only as set out in the Offer. The Advertiser acknowledges that the Advertiser's Details are accurate and complete and that it will immediately notify the Company during the Contract Period of any inaccuracy which comes to light or of any update to the Advertiser's Details which may be necessary from time to time.

2.3 The Company is continually seeking to improve the Service. The Company reserves the right, at its discretion, to make changes to any part of the Service provided that it does not materially reduce content or functionality of the Service.

3. CONTRACT PERIOD

3.1 Subject to condition 5 the contract period shall commence on the date on which the Advertiser's Details are published on the Website ("Start Date") and shall continue for a period of one calendar year ("Calendar Year") and thereafter shall automatically be renewed on each anniversary of the Start Date and in each case for a further Calendar Year running consecutively from the last until the Contract is terminated in accordance with these Conditions ("Contract Period").

4. ANNUAL FEE

4.1 An annual fee shall be payable by the Advertiser for each Calendar Year of the Contract Period (and any part of a Calendar Year ending on the final day of the Contract Period) and the annual fee applicable to a Calendar Year (or part of a Calendar Year) shall be that published on the Website at the latest date for payment for that Calendar Year (or part of a Calendar Year) ("Annual Fee").

4.2 An Annual Fee shall not be deemed to have been paid by the Advertiser unless such payment is made in sterling and in cleared funds by the method stipulated by the Company on the Website from time to time. Where the Contract Period is terminated prior to the end of a Calendar Year no discount or refund shall be afforded to the Advertiser unless the Company in its absolute discretion determines otherwise.

4.3 The first Annual Fee shall be paid prior to the first publication of the Advertiser's Details on the Website and each subsequent Annual Fee shall be paid prior to the commencement of the Calendar Year (or part Calendar Year) to which it relates. The Company shall be under no obligation to provide the Service where an Annual Fee is outstanding.

5. TERMINATION

5.1 The Contract and all of the Company's obligations under the Contract shall automatically and immediately terminate where any Annual Fee required to be paid is not paid by the relevant date for payment unless the Company and the Advertiser agree otherwise in writing provided that such agreement is reached on or prior to the latest date for payment of the relevant Annual Fee.

5.2 The Company may elect to terminate the Contract immediately by written notice to the Advertiser where the Advertiser is in breach of any obligation under the Conditions. The Advertiser may give no less than 28 days written notice to terminate this Contract with such termination to take effect on the day before the commencement of the next Calendar Year (or what would have been the next Calendar Year).

6. INTELLECTUAL PROPERTY

6.1 The Advertiser hereby warrants that it is the owner of any intellectual property including but not limited to goodwill, trademark or copyright ("IP Rights") subsisting in any of the Advertiser's Details and hereby grants the Company a licence to make use of, publish and/or copy any such IP Rights for the purpose of the Company fulfilling its obligations under these Conditions or in law generally.

6.2 Should the Company become aware that the Advertiser is not the owner of the IP Rights as warranted and/or that the publication of the Advertiser's Details on the Website is or could be an infringement of any intellectual property right of a third party the Company may at its discretion remove some or all of the Advertiser's Details as it sees fit and may terminate the Contract with immediate effect.

7. COMPANY STATUS

7.1 The Company and the Advertiser agree that the Company is not an agent of either the Advertiser or any third party accessing the Website to view the Advertiser's Details. The Website merely acts as a directory to enable potential customers of the Advertiser to search and view the Advertiser's Details. The Company is under no obligation to perform any other function other than the Service.

8. INDEMNITY

8.1 The Advertiser shall indemnify the Company against any liability suffered by the Company to any third party, including but not limited to all direct and indirect losses, fines and legal expenses resulting whether directly or indirectly from the Advertiser's breach of condition 6.1 and/or the Advertiser's infringement of any third party intellectual property right.

9 LIMITATION OF LIABILITY

9.1 The Company will use its reasonable endeavours to remedy faults in the Service during the Contract Period. If the Company is in breach of any of its obligations under the Contract, the Company's liability for such breach shall be limited to an amount equivalent to the Annual Fee payable in relation to Calendar Year during which the breach occurred.

9.2 The Company will not be liable to the Advertiser for any business losses including but not limited to lost data, lost profits or business interruption resulting from any breach by the Company of its obligations under the Contract or resulting from the Advertiser's use or inability to use the Service or from any action taken (or refrained from being taken) as a result of using the Service.

9.3 Notwithstanding the above provisions of this clause 9, the Company's liability will not be limited in the case of fraud or for death or personal injury caused by the Company's negligence.

10. NOTICES

10.1 All notices shall be given to the Company via email to webmail@careindex.co.uk or by post to the Company's trading address at Grays Business Centre, 49 Lodge Lane, Grays, Essex, RM17 5RZ; or to the Advertiser at either the email or postal address included in the Offer. Notice is deemed received when an email is received (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

11. ACCESSING THE WEBSITE

11.1 For the avoidance of doubt, where an Advertiser views the Website for any purpose it shall also be bound by the terms and conditions of website use which appear on the Website in addition to these Conditions but only to the extent that the application of the terms and conditions of website use do not prejudice the Advertiser's rights and/or detract from the Advertiser's obligations as an Advertiser set out in these Conditions.

12. GENERAL

12.1 The Company may transfer and/or assign any or all of its rights and/or any or all of its obligations under the Contract. This will not affect the Advertiser's rights under the Contract. The Advertiser may not transfer any of its rights or obligations under the Contract.

12.2 If the Advertiser breaches the Contract and such breach is ignored by the Company, the Company will still be entitled to use its rights and remedies at a later date or in any other situation where the Advertiser breaches the Contract.

12.3 The Contract shall be governed by English law.

12.4 The Company will try to solve any disagreements quickly and efficiently. If the Advertiser wants to take court proceedings in relation to the Contract it must do so in the United Kingdom.

Last update: 1st April 2011