seeker plus - General terms and conditions

General terms and conditions for the seeker GmbH free listing

Date: 01/03/2013

1. Definitions and Scope

1.1. In these Ts & Cs, unless the context requires otherwise, the following expressions shall have the following meanings:

Contract: shall mean any order for Services by You, which is accepted by seeker in accordance with clause 3.1 of these Ts & Cs;

Data means all data (which may include Personal Data) that is provided to seeker by You, or on Your behalf, in order for seeker to provide the Services, including all updates, corrections and amendments made by You (or on Your instruction) to that data from time to time;

Directory means the communications directory of UK businesses managed and hosted by seeker;

Intellectual Property Rights shall mean all intellectual property rights of any kind existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same including, without limitation, copyright, database rights, design rights, patents, trade marks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other confidential information;

Personal Data shall have the meaning given to it in the Data Protection Act 1998;

seeker means seeker GmbH, a company registered in Germany, with its registered office at Mainparkring 4, D-97246 Eibelstadt;

Services: means the publication by seeker of Your business information by way of a free listing in the Directory, pursuant to a Contract;

Ts & Cs means these terms and conditions, which shall include any documents referred to herein and any valid modifications or supplements to these terms and conditions;

Working Day means any day which is not a Saturday, Sunday or public holiday in the UK or Germany.

1.2 These Ts & Cs apply to all orders placed by you on behalf of your business (hereafter “You”), for the publication of Your data by way of a free listing in the Directory and all subsequent Contracts. We can only accept orders from You in the course of Your commercial or business capacity. Private individuals acting in a non-business capacity cannot commission a free listing.

1.3. These Ts & Cs constitute the entire agreement between us and supersedes and extinguishes all previous agreements, arrangements and understandings between us whether written or oral, relating to the subject matter. Each party agrees that it shall have no right or remedy in respect of, any representation or warranty (whether made negligently or innocently) that is not set out in the Ts & Cs.. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

1.4. seeker shall have the right to make any changes to 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 Services, and seeker shall notify You where appropriate.

1.5 seeker shall have the right to modify or supplement these Ts & Cs from time to time on reasonable written notice to You and You shall be deemed to have accepted such modifications or supplements if You continue to use the Services after receipt of this notification. The modified or supplemented Ts & Cs will be sent to the email address designated by You and notified to us in writing from time to time. In the event that such modification or supplement can reasonably be considered to be to Your material detriment, You shall be entitled to terminate any relevant Contract on written notice to us, provided such notice is received by us within 30 days of receipt of such notification.

2. Contract

2.1. You may place an order for a free listing into the Directory. The content of the Directory is stored on a server from which information is retrieved via different channels, including internet and mobile services.

2.3. As a part of the free listing, You can enter Your name / company name, street, house number, post code, contact details (telephone and fax numbers, URL and email addresses), topic, category (industry) and opening times. The topics and categories selection is limited to those topics and categories offered by seeker.

2.4. seeker has no control over the currency and accuracy of the business listings provided by third parties. Therefore, the content of the free listing and the business listing can differ. Where the phone number differs between a free listing commissioned by You and a business listing received from a third party source (hereafter the “Third Party Business Listing”) already contained in the communications directory, the free listing will be displayed in addition to the Third Party Business Listing in the communications directory.

2.5. seeker has the right to temporarily restrict or suspend the availability of the Directory for any reason. seeker will endeavour to keep such restrictions to a minimum. seeker will not be liable if for any reason the Directory is unavailable at any time for any period.

2.6. By placing an order for a free listing in the Directory, You hereby authorise seeker to (i) process, store and publish the Data as part of the Directory (ii) pass the Data to its selected third party partners and content distributors for publication for similar purposes (iii) provide the Data to third party search engines for the purposes of indexing and (iv) use the Data internally for statistical analysis for the purpose of further developing the Directory. seeker does not guarantee that Your data will actually be published by such third parties.

3. Process for making an order

3.1. Should You place an order for a free listing, seeker shall send You an email acknowledging the order request. This order acknowledgment does not constitute acceptance of Your order. By publishing the Data in the Directory, seeker is accepting Your order. seeker does not dispatch an order confirmation to You.

3.2. seeker may refuse an order from You in its entire discretion.

4. Your Obligations

4.1. You must supply all Data reasonably required by seeker to enable seeker to provide the Services properly. You must notify seeker as soon as any of the Data changes or becomes out of date, or as soon as You become aware that any of the Data, or any information published by seeker in the Directory, is incorrect, incomplete, misleading or contains any errors or omissions. In the event of any inconsistencies or incomplete data, seeker reserves the right not to accept changes or to block or restrict access to Your free listing for as long as the discrepancies are not clarified or the information is not completed by You.

4.2. You hereby represent, warrant and undertake to seeker that: (i) You hold or are entitled to grant to seeker all necessary rights in the Data (including the relevant Intellectual Property Rights) (ii) the Data is accurate, up-to-date and contains no materials errors or omissions; and (iii) the Data is not indecent, abusive, threatening, racist, unsuitable, morally offensive or likely to cause religious offence, denigrate political dissidents, glorify violence, endanger children or impair their wellbeing or be otherwise contrary to applicable law, or infringe the right of any other third party.

4.3. You hereby represent, warrant and undertake that You are legally authorised to agree to these Ts & Cs and any subsequent Contract. You confirm that the effectuality of these Ts & Cs and any Contract is not dependent on any consent or further statutory declarations. In the event it transpires that You are not legally authorised to agree to these Ts & Cs or Contract, or that the effectuality of these Ts & Cs or Contract is dependent on any consent or further statutory declarations, You are responsible for any damage arising therefrom.

4.4 You hereby indemnify and agree to keep indemnified seeker and its employees, agents, officers and subcontractors (“Indemnified Parties”) against any and all losses arising from or in connection with any third party claim that receipt and use (in accordance with these Ts & Cs) by the Indemnified Parties of any Data, or other Intellectual Property made available to them by You, infringes any Intellectual Property Rights owned by or licensed to that third party.

5. Sub-Contractors

seeker is permitted to subcontract the performance of any of its obligations under these Ts & Cs or any Contract to a third party, provided that seeker shall at all times remain liable to You for the performance of all of its and its sub-contractor’s duties and obligations.

6. Warranty

6.1. seeker shall provide the Services with reasonable skill and care. However, You acknowledge that the Services are provided free of charge and seeker gives no warranty as to (i) the quality, completeness, accuracy, availability, or accessibility of the Directory or (ii) any guarantee as to the duration of time the Directory will be published for, or where, or for how long Your business listing will appear in the Directory; or (iii) the number, quality or suitability of the Directory’s subscribers or visitors. To the fullest extent permissible by law all warranties, conditions or terms other than those expressly set out in these Ts & Cs are excluded, including but not limited to implied statutory conditions and warranties.

6.2. Complaints about obvious faults in respect of the Directory, or otherwise in connection with any Services, must be communicated to seeker in writing within 30 days after publication of the free listing, otherwise You will be deemed to have accepted the Services in the state they are provided.

6.3. seeker is not responsible for the availability of the Internet or other disruptions to communications networks.

7. Liability

7.1 This clause 7 sets out the entire financial liability of seeker (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other in respect of:

any breach of these Ts & Cs or any Contract and any representation, statement or tortious act or omission (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise (at law or in equity) arising under or in connection with these Ts & Cs or Contract.

7.2 Nothing in these Ts & Cs excludes the liability of either party for death or personal injury caused by that party’s negligence; or for fraud or fraudulent misrepresentation.

7.3 Subject to clause 7.2, seeker shall not be liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise (at law or in equity) for any:

(i) loss of profits or loss of business, (ii) depletion of goodwill or similar losses, (iii) loss of anticipated savings, (iv) loss of use, (v) loss or corruption of data or information; (whether any of the losses set out in (i) to (v) are direct or indirect); or (vi) any special, indirect or consequential loss, costs, damages, charges or expenses.

7.4 Subject to clause 7.2 and 7.3, seeker’s total aggregate liability per year to You in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise (whether at law or in equity), arising in connection with the performance or contemplated performance of these Ts & Cs or any Contract shall be limited to £500.

8. Data Protection

8.1. By applying for a free business listing in the Directory, You hereby consent to seeker using any Personal Data that may be contained within the Data to the extent that such use is necessary in order for seeker to provide the Services, and for the purposes set out in clause 2.6 or as set out in our Privacy Policy which can be found at http://www.seeker.info/paduk/data-protection-policy.html.

8.2 You hereby warrant to seeker that You have obtained all necessary consents required under applicable law in order for us to process this Personal Data for the purposes referred to in clause 8.1.

8.3 seeker shall process Personal Data in accordance with the Data Protection Act 1998 and in line with its Privacy Policy which can be found at http://www.seeker.info/paduk/data-protection-policy.html.

9. Period; Termination; Cancellation

9.1. You may terminate any Contract by providing seeker with written notice within 14 Working Days’ notice. Upon receiving such notice of termination, seeker shall remove all Data relating to You from the Directory within five (5) Working Days.

9.2. seeker may immediately terminate any Contract or may immediately delete, remove or suspend access to Your business listing (with or without notice to You) where, in seeker’s sole opinion, any Data provided to seeker is in breach any of the conditions set out in clause 4.2, or where any of Your conduct may reasonably bring the business of seeker into disrepute.

9.3 Either party may terminate any Contract or business dealings with the other on notice to the other party if the other party commits a material breach of any of these Ts or Cs and (if such a breach is remediable) fails to remedy that breach within 30 (thirty) days of that party being notified in writing of the breach.

10. Severability

Should any provision of these terms and conditions, be wholly or partially invalid, unenforceable or illegal, the effectiveness and enforceability of the remaining provisions remain unaffected. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties

11. Jurisdiction

11.1 These Ts & Cs and any dispute or claim arising out of or in connection with them or their subject matter or formation (including claims arising out of non-contractual obligations), shall be governed by and construed in accordance with the law of England and Wales.

11.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, these Ts & Cs or its subject matter or formation (including any claims arising out of non-contractual obligations), except as specified in clause 11.3.

11.3 seeker shall be permitted to bring such proceedings against You in the courts of Germany, and You hereby submit to the courts of Germany for this purpose.

12. Waiver

Failure or neglect by seeker to enforce at any time any of the provisions of these Ts & Cs shall not be construed as a waiver of seeker’s rights hereunder. A waiver of seeker’s right is only effective if it is in writing and signed by both parties, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

13. No Variation

Except as provided for under clauses 1.3 and 1.4, no variation to these Ts & Cs shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. No Partnership

Nothing in these Ts & Cs is intended to or shall operate to create a partnership, franchise, agency or joint venture relationship between the parties.

15. Third Party Rights

Nothing in these Ts & Cs shall confer on any third party any benefits under the provisions of the Contracts (Rights of Third Parties) Act 1999.

16. Notices

16.1 All notices to be sent from one party to the other in connection with these Ts & Cs or any Contract shall be delivered by hand, sent by post, faxed or email to the address of the relevant party or such other address as may be notified by either party to the other from time to time. The postal address for seeker is Mainparkring 4, D-97246 Eibelstadt and its email address for notifications is uk@seeker.info

16.2 Notices shall be deemed to be received: in the case of a correctly-addressed letter sent by post, at the time at which it would have been delivered in the normal course of international post, or in the case of a letter delivered personally upon delivery to the relevant addressee; in the case of facsimile on the next Working Day after which the facsimile is transmitted by the sender according to the facsimile confirmation report; in the case of electronic mail on the date on which the electronic mail is transmitted by the sender according to the electronic mail delivery report.

General terms and conditions for the seeker GmbH paid listing “seeker plus”

Date: 01/07/2015

Your attention is drawn in particular to the provisions of clause 9 (liability).

1. Definitions and Scope

1.1. In these Ts & Cs, unless the context requires otherwise, the following expressions shall have the following meanings:

Contract: shall mean any order for Services by You, which is accepted by seeker in accordance with clause 3.1 of these Ts & Cs;

Data: means all data (which may include Personal Data) that is provided to seeker by You, or on Your behalf, in order for seeker to provide the Services, including all updates, corrections and amendments made by You (or on Your instruction) to that data from time to time;

Directory: means the communications directory of UK businesses managed and hosted by seeker;

Fees: means the fees payable under each Contract, in consideration for the Services to be provided by seeker;

Intellectual Property Rights: shall mean all intellectual property rights of any kind existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same including, without limitation, copyright, database rights, design rights, patents, trade marks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other confidential information;

Personal Data: shall have the meaning given to it in the Data Protection Act 1998;

seeker: means seeker GmbH, a company registered in Germany, with its registered office at Main Park Ring 4, D-97246 Eibelstadt;

Services: means the publication by seeker of Your business information by way of a paid listing in the Directory pursuant to a Contract;

Specified Business Location: means the postal address for Your business that you specify to seeker from time to time in writing, or, in cases where the specified address is not suitable for correct georeferencing, another, more suitable location point that we will agree with You;

Ts & Cs: means these terms and conditions, which shall include any documents referred to herein and any valid modifications or supplements to these terms and conditions;

Working Day: means any day which is not a Saturday, Sunday or public holiday in the UK or Germany.

1.2. These Ts & Cs apply to (i) all orders placed by you on behalf of your business (hereafter "You"), for the publication of Your Data by way of a paid listing in the Directory and (ii) to all subsequent Contracts. We can only accept orders from You in the course of Your commercial or business capacity. Private individuals acting in a non-business capacity cannot commission a paid listing.

1.3 These Ts & Cs constitute the entire agreement between us and supersedes and extinguishes all previous agreements, arrangements and understandings between us whether written or oral, relating to the subject matter. Each party agrees that it shall have no right or remedy in respect of, any representation or warranty (whether made negligently or innocently) that is not set out in the Ts & Cs. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

1.4 seeker shall have the right to make any changes to 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 Services, and seeker shall notify You where appropriate.

2. Contract

2.1. You may place an order for a paid listing into the Directory. The content of the Directory is stored on a server from which information is retrieved via different channels, including internet and mobile services.

2.2. The Directory contains addresses which are geographically referenced to enable its display on digital maps as a search query result. The geo-referencing follows the requirements of seeker’s maps and geographical data providers. Due to the nature of the software used for geographical referencing, some address locations can only be shown approximately. Users of the Directory will be able to search for, and retrieve, your paid business listing within a specified radius from the point of Your Specified Business Location.

2.3. As part of the paid listing, You can enter Your name / company name, street, house number, post code, city, contact details (telephone and fax numbers, URL and email address) as well as further details that are set out in the questionnaire that will be provided to You.

2.4. Where You purchase a paid listing from seeker, this will automatically replace any free listing you may have previously commissioned. seeker has no control over the currency and accuracy of any business listings provided by third parties (hereafter called “Third Party Business Listings”). Therefore, the content of the paid listing and any Third Party Business Listing may differ. Where they do, seeker will endeavour to contact You to clarify which details are correct, and will endeavour to delete any Third Party Business Listings that duplicate your paid listing. If seeker is not able to establish, in its reasonable opinion, which details are incorrect or whether a Third Party Business Listing is a true duplicate of your paid listing, the paid listing will be displayed in addition to the Third Party Business Listing in the Directory.

2.5. In the search results, the paid listing will always display above other competitor’s free listings or Third Party Business Listings. The order in which Your paid listing is displayed within the retrieved search results is dependent on the key words or topics You select as part of the Service and the key words or topic searched by the user of the Directory. Where other purchasers of paid business listings specify the same topics and key words as you, within the same seeker defined radius of a location, the user query will result in Your paid listing being displayed as follows:

(a) when using the Directory over the internet (not mobile based application), as a geographical sorted list above any competing free listing or Third Party Business Listing.

(b) when using the Directory on a mobile device, paid listings are published in a horizontal row that can be freely scrolled by the user, and above other competing free listings or Third Party Business Listings. Your Paid listing will be shown alongside other competing paid listings, but its priority will be determined by a defined rotational system that endeavours to ensure that the display frequency and placement of all paid listing are averaged out.

2.6. seeker has the right to temporarily restrict or suspend the availability of the Directory for any reason. seeker will endeavor to keep such restrictions to a minimum. seeker will not be liable if for any reason the Directory is unavailable at any time for any period.

2.7. By placing an order for a paid listing in the Directory, You hereby authorize seeker to (i) process, store and publish the Data as part of the Director (ii) pass the Data to its selected third party partners and content distributors for publication for similar purposes (iii) provide the Data to third party engines for the purposes of indexing and (iv) use the Data internally for statistical analysis for the purpose of further developing the Directory. seeker does not guarantee that Your data will actually be published by such third parties, unless seeker has expressly agreed this in writing with you.

3. Process for making an order

3.1. Should You place an order, seeker shall send You an email acknowledging the order request. This order acknowledgement does not constitute acceptance of Your order. A Contract shall only be concluded between You and seeker when we dispatch an order confirmation to You.

3.2. seeker may refuse an order from You in its entire discretion.

3.3 (not applicable)

3.4. All agreements made between seeker and You, legal statements and advertisements that are to be submitted by You to seeker as a part of the contract (e.g. deadlines, defect, cancellation or reduction notices), are to be documented in writing for verification purposes and communicated to the other party. Declarations sent via email, facsimile or letter will satisfy the requirement for written notification.

4. Your Obligations

4.1. You must supply all Data reasonably required by seeker to enable seeker to provide the Services properly. You must notify seeker as soon as any of the Data changes or becomes out of date, or as soon as You become aware that any of the Data, or any information published by seeker in the Directory, is incorrect, incomplete, misleading or contains any errors or omissions. In the event of any inconsistencies or incomplete data, seeker reserves the right not to accept changes or to block or restrict access to Your paid listing for as long as the discrepancies are not clarified or the information is not completed by You.

4.2. You hereby represent, warrant and undertake to seeker that: (i) You hold or are entitled to grant to seeker all necessary rights in the Data (including the relevant Intellectual Property Rights); (ii) the Data is accurate, up-to-date and contains no materials, errors or omissions; and (iii) the Data is not indecent, abusive, threatening, racist, unsuitable, morally offensive or likely to cause religious offence, denigrate political dissidents, glorify violence, endanger children or impair their wellbeing or be otherwise contrary to applicable law, or infringe the right of any other third party.

4.3 You may propose certain search words, which seeker may (but is under no obligation to) use to index Your paid listing so it is more accessible to users of the Directory. You remain responsible for ensuring all search words proposed do not contravene any of the conditions set out in clause 4.2, even where these search words are suggested by seeker (which it may do without obligation).

4.4. You hereby represent, warrant and undertake that You are legally authorised to agree to these Ts & Cs and any subsequent Contract. You confirm that the effectuality of these Ts & Cs and any Contract is not dependent on any consent or further statutory declarations. In the event it transpires that You are not legally authorized to agree to theses Ts & Cs or Contract, or that the effectuality of these Ts & Cs or the Contract is dependent on any consent or further statutory declarations You are responsible for any damage arising therefrom.

4.5. It is Your responsibility to make sufficient backups of any data submitted to seeker in connection with the provision of the Services.

5. Payment

You shall pay seeker the relevant Fee as consideration for the Services as set out in its invoice. Fees are payable in advance and are recurrent each time your Contract is renewed as set out in clause 11.

6. Payment date, Terms of payment

6.1. Payment on invoices is due in full and cleared funds, without any set off or deduction, no later than fourteen (14) days after the invoice date. You shall not be entitled to assert any credit, set-off or counterclaim against seeker in order to justify withholding payment of any such amount in whole or in part. seeker may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by You against any amount payable by seeker to You.

6.2 Time of payment is of the essence.

6.3 If You fail to make any payment due to the seeker under any Contract by the due date for payment (due date), then You shall pay interest on the overdue amount at the rate of 8% per annum above the then current base rate of the European Central Bank from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

7. Sub-Contractors

seeker shall be entitled, without Your consent, to assign or transfer its rights under these Ts & Cs or under any Contract to any entity to which all or part of its business is transferred. You may not assign or otherwise transfer any of its rights or obligations under these Ts & Cs or under any Contract to any third party without the prior written consent of seeker. seeker is permitted to subcontract the performance of any of its obligations under these Ts & Cs or any Contract to a third party, provided that seeker shall at all times remain liable to You for the performance of all of its and its subcontractor's duties and obligations.

8. Warranty

8.1. seeker shall provide the Services with reasonable skill and care. However, seeker gives no warranty as to (i) the quality, completeness, accuracy, availability or accessibility of the Directory; or (ii) the number, quality or suitability of the Directory's subscribers or visitors. To the fullest extent permissible by law all warranties, conditions or terms other than those expressly set out in these Ts & Cs are excluded, including but not limited to implied statutory conditions and warranties.

8.2. Complaints about obvious faults in respect of the Directory, or otherwise in connection with any Services, must be communicated to seeker in writing within 30 days after publication of the paid listing, otherwise You will be deemed to have accepted the Services in the state they are provided.

8.3. seeker is not responsible for the availability of the Internet or other disruptions of communications networks.

9. Liability

9.1. This clause 9 sets out the entire financial liability of seeker (including any liability for the acts or omissions of its employees, agents and subcontractors) to the other in respect of: any breach of these Ts & Cs or any Contract and any representation, statement or tortuous act or omission (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise (at law or in equity) arising under or in connection with these Ts & Cs or Contract.

9.2. Nothing in these Ts & Cs excludes the liability of either party for death or personal injury caused by that party's negligence; or for fraud or fraudulent misrepresentation.

9.3. Subject to clause 9.2, seeker shall not be liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise (at law or in equity) for any:

(i) loss of profits or loss of business; (ii) depletion of goodwill or similar losses; (iii) loss of anticipated savings; (iv) loss of use; (whether any of the losses set out in (i) to (v) are direct or indirect); or (vi) any special, indirect or consequential loss, costs, damages, charges or expenses.

9.4. Subject to clauses 9.2 and 9.3, seeker's total aggregate liability per year to You in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise (whether at law or in equity), arising in connection with the performance or contemplated performance of these Ts & Cs or any Contract shall be limited to 100% of the total Fees paid or payable by You to seeker under all Contracts in the 12 (twelve) months preceding the date on which the claim arose.

10. Data Protection

10.1. By applying for a paid business listing in the Directory, You hereby consent to seeker using any Personal Data that may be contained within the Data to the extent that such use is necessary in order for seeker to provide the Services and for the purposes set out in clause 2.7 or as set out in our Privacy Policy which can be found at http://www.seeker.info/paduk/data-protection-policy.html.

10.2 (not applicable)

10.3. You hereby warrant to seeker that You have obtained all necessary consents required under applicable law in order for us to process this Personal Data for the purposes referred to in clause 10.1.

10.4 seeker shall process Personal Data in accordance with the Data Protection Act 1998 and in line with its Privacy Policy which can be found at http://www.seeker.info/paduk/data-protection-policy.html.

10.5. You can request the withdrawal from publication of all or part of Your paid business listing for convenience at any time by providing us with written notice, and seeker will comply with this request within five (5) Working Days. If you choose to do so, however, You shall remain liable to pay seeker any Fees due under any Contract and shall not be entitled to a refund of any Fees already paid.

11. Period; Termination; Cancellation

11.1. As part of Your order, You can opt to purchase Your listing for an initial period of either one (1) month or twelve (12) months or any other period offered by seeker. Under each Contract, this period will start when Your paid listing is published by seeker in the Directory.

11.2. If You opt for an initial period of one (1) month, Your Contract will renew automatically unless it is cancelled in writing by You at least one week before the renewal date. If You opt for an initial period of twelve (12) months Your contract will renew automatically unless the Contract is cancelled at least three (3) months prior to the renewal date. In all remaining cases (i.e. other inital periods than one month or twelve months) Your contract will renew automatically unless the Contract is cancelled at least four (4) weeks prior to the renewal date.

11.3 seeker may immediately terminate any Contract or may immediately delete, remove or suspend access to Your business listing (with or without notice to You) where;

(a) in seeker's sole opinion, any Data provided to seeker is in breach of any of the conditions set out in clause 4.2, or where any of Your conduct may reasonably bring the business of seeker into disrepute; or

(b) you fail to pay any invoice by the due date set out in these Ts & Cs.

11.4 Either party may terminate any Contract or business dealings with the other on written notice to the other party in the event that:

(a) the other party commits a material breach of any of these Ts & Cs and (if such a breach is remediable) fails to remedy that breach within 30 (thirty) days of that party being notified in writing of the breach;

(b) an order is made or a resolution is passed for the winding-up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party;

(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);

(d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets;

(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt;

(f) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or

(g) the other party ceases to trade.

11.5 In the event that seeker terminates any Contract with You pursuant to clauses 11.3 or 11.4, seeker will not be under an obligation to refund any Fees to You. seeker’s right to terminate under clauses 11.3 and 11.4 is without prejudice to any other right or remedy available to it.

12. Severability

Should any provision of these Ts & Cs, be wholly or partially invalid, unenforceable or illegal, the effectiveness and enforceability of the remaining provisions remain unaffected. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

13. Jurisdiction

13.1 These Ts & Cs and any dispute or claim arising out of or in connection with them or their subject matter or formation (including claims arising out of non-contractual obligations), shall be governed by and construed in accordance with the law of England and Wales.

13.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, these Ts & Cs or its subject matter or formation (including any claims arising out of non-contractual obligations), except as specified in clause 13.3.

13.3 seeker shall be permitted to bring such proceedings against You in the courts of Germany and You hereby submit to the courts of Germany for this purpose.

14. Waiver

Failure or neglect by seeker to enforce at any time any of the provisions of these Ts & Cs shall not be construed as a waiver of seeker's rights hereunder. A waiver of seeker's right is only effective if it is in writing and signed by both parties, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

15. No Variation

Except as provided for under clauses 1.4 and 1.5, no variation to these Ts & Cs shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

16. No Partnership

Nothing in these Ts & Cs is intended to or shall operate to create a partnership, franchise, agency or joint venture relationship between the parties.

17. Third Party Rights

Nothing in these Ts & Cs shall confer on any third party any benefits under the provisions of the Contracts (Rights of Third Parties) Act 1999.

18. Notices

18.1 All notices to be sent from one part to the other in connection with these Ts & Cs or any Contract shall be delivered by hand, sent by post, faxed or email to the address of the relevant party or such other address as may be notified by either party to the other from time to time. The postal address for seeker is Mainparkring 4, D-97246 Eibelstadt and its email address for notifications is uk@seeker.info.

18.2 Notices shall be deemed to be received: in the case of a correctly-addressed letter sent by post, at the time at which it would have been delivered in the normal course of international post, or in the case of a letter delivered personally upon delivery to the relevant addressee; in the case of facsimile on the next Working Day after which the facsimile is transmitted by the sender according to the facsimile confirmation report; in the case of electronic mail on the date on which the electronic mail is transmitted by the sender according to the electronic mail delivery report.

General terms and conditions for the seeker GmbH advertising services in the scope of Google AdWordsTM

Date: 11/11/2013

Your attention is drawn in particular to the provisions of clause 8 (liability).

1. Definitions and Scope

1.1. In these Ts & Cs, unless the context requires otherwise, the following expressions shall have the following meanings:

Contract: shall mean any order for Services by You, which is accepted by seeker in accordance with clause 3.1 of these Ts & Cs;

Directory: means the communications directory of UK businesses managed and hosted by seeker;

Fees: means the fees payable under each Contract, in consideration for the Services to be provided by seeker;

Personal Data: shall have the meaning given to it in the Data Protection Act 1998;

seeker: means seeker GmbH, a company registered in Germany, with its registered office at Mainparkring 4, D-97246 Eibelstadt;

Services: means the advertising services by seeker of Your business information in the scope of Google AdWordsTM;

Ts & Cs: means these terms and conditions, which shall include any documents referred to herein and any valid modifications or supplements to these terms and conditions;

1.2. These Ts & Cs apply to (i) all orders placed by you on behalf of your business (hereafter "You"), for the Services and (ii) to all subsequent Contracts. We can only accept orders from You in the course of Your commercial or business capacity. Private individuals acting in a non-business capacity cannot commission Services.

2. Sub-Contractors

3. Contents of the Contract; Process for making an order

3.2. seeker may refuse an order from You in its entire discretion.

3.3 seeker shall not be subject to any checking obligations in regard to information and/or materials provided by You or instructions issued by You. The latter shall in particular apply in regard to the existence of intellectual property rights of third parties in any data transmitted or notified by You. seeker shall only inform You in the event of obvious cases of suspicion.

3.5. seeker shall set up a corresponding user account on behalf of You with the Internet search engine of Google™ Ireland Limited, Gordon House, Barrow Street, Dublin 4, Ireland (hereinafter referred to as "Google™"), which will be administered by seeker. In that respect, a contractual relationship shall come into force exclusively between You and seeker. You shall not become a contractual partner of Google™. seeker shall enter keywords under this user account (hereinafter referred to as "keywords"), and, when the latter are entered into the search form by Internet users and Google™ subsequently executes a search using these keywords, advertisements relating to these keywords can be shown that are visible to the respective Internet user. seeker shall draft advertisements based on the keywords established, which will be deposited in the user account, and, when the keywords deposited on behalf of You are entered at Google™'s website, these advertisements will appear. The advertisements shall contain the uniform resource locator (URL) notified by You, or – at Your option – a link to Your advertisement in the seeker Directory, which the user will reach by clicking on the advertisement.

3.6. seeker shall endeavour to position the advertisements in the best possible way. No assurance is given, however, that a particular position of the advertisements will be achieved at a particular moment in time.

3.7. At the beginning of the campaign seeker shall establish the geographic orientation (radius). seeker may alter the radius during the period in which the order is executed, in order to increase the level of success of the campaign.

3.8. seeker shall, when the order is being executed, generally choose the setting "largely appropriate keywords" in the user account created with Google™, which is supposed to increase the success of a campaign. Within the scope of this feature, Google™ shall display Your advertisements for relevant variants of the keywords specified. Which keywords are to be deemed "relevant variants" shall be determined solely by Google™. seeker shall not accept any liability whatsoever vis-à-vis You in regard to the choice and compilation of the keywords selected by Google™ within the scope of this setting.

3.9. You will be provided with a monthly report, so that you can follow the success of the search engine advertising. The contractual relationship shall not entitle You to request the user account or the data incorporated into the user account by seeker to be surrendered once the contractual relationship has been terminated.

3.10. In so far as the budget commissioned by You has not been entirely consumed in a given month, seeker shall transfer the remainder of the budget to the following month. Should You still have a portion of the budget that is not used up once the Contract is terminated, the contractual relationship shall be continued for up to six months, so that said budget can be used. Once this period of time has expired, the budget shall be considered to have been used up.

4. Your Obligations

4.1. You must supply all Data reasonably required by seeker to enable seeker to provide the Services properly.

4.2 You warrant that You hold all the rights necessary for executing the order, and grant seeker all these rights.

4.3 You bear responsibility for all information and materials provided, and instructions issued. The same applies to the statutory mandatory disclosures.

You warrant that You hold all the rights necessary for executing the order, and grant seeker all these rights. You shall be obliged to carry out the legal checks yourself, or have them carried out on Your behalf. It shall be solely Your responsibility to yourself sort out any issues concerning unfair competition law, copyrights, trademark law and name rights prior to placing the order. If You are responsible for the infringement substantiating liability, in so far as no co-liability on the part of seeker exists, You shall exempt seeker from any claims made by third parties under unfair competition law, copyright law, trademark or name right law.

4.5 seeker may decline orders or withdraw from the contract if the content provided infringes any statutory provisions or GoogleTM's (https://support.google.com/adwordspolicy/answer/1316548?rd=1) advertising policy, in particular in the case of illegal, immoral, insulting, threatening content, any content glorifying violence, any racist or sexual content, any content which violates religious emotions or denounces political dissidents, or which may morally impair children or teenagers or affect their well-being.

5. Payment

6. Payment date, Terms of payment

6.1. Payment on invoices is due in full and cleared funds, without any set off or deduction, immediately after receiving the invoice. You shall not be entitled to assert any credit, set-off or counterclaim against seeker in order to justify withholding payment of any such amount in whole or in part. seeker may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by You against any amount payable by seeker to You.

6.2 Time of payment is of the essence.

6.4 Should payment in (monthly) instalments have been agreed, seeker shall be entitled to terminate such an instalment payment agreement with immediate effect as soon as You are in arrears with two instalments.

6.5 The admissible mode of payment is credit card payment.

7. Warranty

7.1. seeker shall provide the Services with reasonable skill and care. However, seeker gives no warranty as to (i) the quality, completeness, accuracy, availability or accessibility of the Directory; or (ii) the number, quality or suitability of the Directory's subscribers or visitors. To the fullest extent permissible by law all warranties, conditions or terms other than those expressly set out in these Ts & Cs are excluded, including but not limited to implied statutory conditions and warranties.

7.2. Complaints about obvious faults in respect of the Directory, or otherwise in connection with any Services, must be communicated to seeker in writing within 30 days after publication of the advertising, otherwise You will be deemed to have accepted the Services in the state they are provided.

7.3. seeker is not responsible for the availability of the Internet or other disruptions of communications networks.

8. Liability

8.1. This clause 8 sets out the entire financial liability of seeker (including any liability for the acts or omissions of its employees, agents and subcontractors) to the other in respect of: any breach of these Ts & Cs or any Contract and any representation, statement or tortuous act or omission (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise (at law or in equity) arising under or in connection with these Ts & Cs or Contract.

8.2. Nothing in these Ts & Cs excludes the liability of either party for death or personal injury caused by that party's negligence; or for fraud or fraudulent misrepresentation.

8.3. Subject to clause 8.2, seeker shall not be liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise (at law or in equity) for any:

(i) loss of profits or loss of business; (ii) depletion of goodwill or similar losses; (iii) loss of anticipated savings; (iv) loss of use; (whether any of the losses set out in (i) to (iv) are direct or indirect); or (v) any special, indirect or consequential loss, costs, damages, charges or expenses.

8.4. Subject to clauses 8.2 and 8.3, seeker's total aggregate liability per year to You in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise (whether at law or in equity), arising in connection with the performance or contemplated performance of these Ts & Cs or any Contract shall be limited to 100% of the total Fees paid or payable by You to seeker under all Contracts in the 12 (twelve) months preceding the date on which the claim arose.

9. Data Protection

9.1. By applying for the advertising Services, You hereby consent to seeker using any Personal Data that may be contained within the Data to the extent that such use is necessary in order for seeker to provide the Services or as set out in our Privacy Policy which can be found at http://www.seeker.info/paduk/data-protection-policy.html.

9.2. You hereby warrant to seeker that You have obtained all necessary consents required under applicable law in order for us to process this Personal Data for the purposes referred to in clause 9.1.

9.3. seeker shall process Personal Data in accordance with the Data Protection Act 1998 and in line with its Privacy Policy which can be found at http://www.seeker.info/paduk/data-protection-policy.html.

9.4. seeker shall store and use the date for implementing the Contract and further enhancing customer relations. The latter shall include sending out information on interesting products and offers of seeker, as well as customer satisfaction surveys. Within the scope of the statutorily admissible extent, the data shall, if applicable, also be made available to affiliates of seeker, so that these offers can be provided.

The use of the data for promotional purposes can be revoked at any time.

10. Period; Termination; Cancellation

10.1. The agreement concluded between seeker and You shall end upon the expiry of the agreed contractual period, unless automatic extension of the Contract has been agreed. Termination for a significant reason shall not be affected thereby.

10.2 seeker may immediately terminate any Contract or may immediately delete, remove or suspend access to Your business listing (with or without notice to You) where;

(a) in seeker's sole opinion, any Data provided to seeker is in breach of any of the conditions set out in clause 4.5, or where any of Your conduct may reasonably bring the business of seeker into disrepute; or

(b) you fail to pay any invoice by the due date set out in these Ts & Cs; or

(c) Arrears on the part of You in regard to the agreed remuneration - in the case of payment by (monthly) instalments once You have fallen into arrears with two consecutive payments.

10.3 Either party may terminate any Contract or business dealings with the other on written notice to the other party in the event that:

(f) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or

(g) the other party ceases to trade.

10.4 In the event that seeker terminates any Contract with You pursuant to clauses 10.2 or 10.3, seeker will not be under an obligation to refund any Fees to You. seeker’s right to terminate under clauses 10.2 or 10.3 is without prejudice to any other right or remedy available to it.

10.5 Should the contractual relationship be terminated for a significant reason, seeker shall be entitled to claim 40% of the total order value for services rendered and expenses incurred, and also require a proportion of the total order value according to the formula: "60% of the total order value divided by the number of months of the contractual period" per month of the contractual period expired. The amount is to be set higher or lower if You prove lower services and expenses, or seeker higher ones. Any payments already made by You are to be offset against the latter.

10.6 In the event of termination of the Contract, seeker shall be entitled to terminate the agreements with third parties entered into on behalf of You or at the latter's request.

11. Severability

12. Jurisdiction

12.1 These Ts & Cs and any dispute or claim arising out of or in connection with them or their subject matter or formation (including claims arising out of non-contractual obligations), shall be governed by and construed in accordance with the law of England and Wales.

12.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, these Ts & Cs or its subject matter or formation (including any claims arising out of non-contractual obligations), except as specified in clause 12.3.

12.3 seeker shall be permitted to bring such proceedings against You in the courts of Germany and You hereby submit to the courts of Germany for this purpose.

13. Waiver

14. No Variation

Except as provided for under clauses 1.4 and 1.5, no variation to these Ts & Cs shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

15. No Partnership

Nothing in these Ts & Cs is intended to or shall operate to create a partnership, franchise, agency or joint venture relationship between the parties.

16. Third Party Rights

Nothing in these Ts & Cs shall confer on any third party any benefits under the provisions of the Contracts (Rights of Third Parties) Act 1999.

17. Notices

17.1 All notices to be sent from one part to the other in connection with these Ts & Cs or any Contract shall be delivered by hand, sent by post, faxed or email to the address of the relevant party or such other address as may be notified by either party to the other from time to time. The postal address for seeker is Mainparkring 4, D-97246 Eibelstadt and its email address for notifications is uk@seeker.info.

17.2 Notices shall be deemed to be received: in the case of a correctly-addressed letter sent by post, at the time at which it would have been delivered in the normal course of international post, or in the case of a letter delivered personally upon delivery to the relevant addressee; in the case of facsimile on the next Working Day after which the facsimile is transmitted by the sender according to the facsimile confirmation report; in the case of electronic mail on the date on which the electronic mail is transmitted by the sender according to the electronic mail delivery report.