These conditions will form the basis of the contract for advertising in the printed directory and online versions. The order form should only be signed if the following conditions are acceptable to you.

• 1.0 The Contract
  • 1.1.1 No agent or representative of freshdirectory has authority to agree any variation or addition to a Contract.
• 2.0 Definitions
  • 2.1.1 ''Advertisement'' means the advertisements referred to on the ''Order Form''.
  • 2.1.2 ''Order Form'' means the standard form used by representatives of fresh which is completed and submitted to form a contract.
  • 2.1.3 ''Amendment'' means a change to the advertisement content or the classified heading in which it appears.
  • 2.1.4 ''Artwork'' means graphic material submitted to fresh suitable for production purposes.
  • 2.1.5 ''Conditions'' means these conditions for printed directories.
  • 2.1.6 ''Order Confirmation'' means a document issued by fresh confirming order details and including amendments to advertisement or classified heading where necessary.
  • 2.1.7 ''Contract'' means a contract between fresh and the customer.
  • 2.1.8 ''Customer'' means the person or party wishing to place an advertisement in fresh and who is named as customer on the order and enters into a contract with fresh.
  • 2.1.9 ''Directory'' means printed directory or directory style publication published by fresh into which the customer wishes advertisements to be inserted.
  • 2.1.10 ''Final Amendment Date'' means the latest date as shown in the Order Confirmation by which the customer may request an amendment to his advertisement. The final amendment date is subject to change by fresh in its sole discretion.
  • 2.1.11 ''Order Changes'' means a change either to the Advertisement size or the Directory edition in which an advertisement is to appear.
  • 2.1.12 ''Proprietary Material'' means any copyright material, brand name, trade or service mark or logo of the customer or third party.
  • 2.1.13 ''Rate Card'' means a standard price list issued by fresh or from time to time by a third party publisher giving prices of advertisements and other details relating to the publication of Directories.
  • 2.1.14 ''Services'' means the services to be performed in accordance with a contract for the insertion of Advertisements into Directories or for the production of artwork as the case may be.
  • 2.1.15 ''Third Party Publisher'' means any person or company that publishes Directories and has agreed that fresh shall handle orders for advertising in the said Directories.
  • 2.1.16 ''fresh'' means freshdirectories
• 2.2 Words denoting the masculine include the feminine and neuter and vice versa and words denoting the singular include the plural and vice versa.
• 2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
• 2.4 Reference to any statute or statutory provision includes reference to the statute and statutory as from time to time amended, extended or re-enacted.
• 3.0 Commencement
• 3.1 Unless otherwise agreed or provided for by law or statute a Contract shall not come into existence until:
  • 3.1.1 In the case of Advertisements fresh shall have sent to the Customer an Order Confirmation that accepts the application for the publication of Advertisements; or
  • 3.1.2 In the case of Artwork, fresh sends to the customer a proof of the said artwork.
• 4.0 Amendment and Cancellation
• 4.1 Amendment / Order Change by Customer
  • 4.1.1 The Customer may request an Amendment or an Order Change at any time before the Final Amendment Date.
  • 4.1.2 Requests for Amendments or Order changes should be made by the customer in writing on its own business stationery to freshdirectory at the address shown on the Order Form.
  • 4.1.3 Fresh will issue to the Customer a note confirming receipt and giving details of the amendments. The Customer should check the details carefully and advise fresh immediately of any errors or omissions.
  • 4.1.4 The Customer may elect to telephone a request for an amendment before the Final Amendment Date to fresh on the telephone number shown on the Order Form. In such event fresh will not accept any liability for the accuracy of the requested amendment and may decline to accept the Amendment over the telephone.
  • 4.1.5 Requests for an Order Change can only be considered by fresh if made in writing in accordance with the provisions of Condition
  • 4.1.2. Each Order Change shall be chargeable to the Customer at the appropriate rates shown in fresh's then current Rate Card which will be made available on request.
  • 4.1.6 A request for an Order Change will be deemed to be subject to and incorporate these Conditions and shall be accepted by fresh on the despatch of a corresponding Order Confirmation.
  • 4.1.7 If an Order Change is not accepted by fresh then fresh shall proceed with the publication of the previously ordered advertising.
• 4.2 Cancellation by Customer
  • 4.2.1 Save for any statutory right or as provided in Condition 4.2.4 the Customer shall not have the right to cancel a Contract for Artwork.
  • 4.2.2 In the case of Directories published by fresh, in addition to any statutory rights accruing to the Customer, the Customer may apply to cancel an Advertisement by giving notice as provided for in Condition 17.0 not less than 90 days before the proposed date the relevant directory is sent to print.
  • 4.2.3 In the case of Directories published by Third Party Publishers, save for any statutory right or as provided in Condition 4.2.4 the Customer shall not have the right to cancel a Contract for Advertisements unless fresh can secure the agreement of the relevant Third Party Publisher to the cancellation. The customer should request such cancellations in like manner to that provided in Condition 4.2.2 and fresh will inform the Customer if the Third Party Publisher is willing to accept the cancellation whereupon the Contract will be deemed to be cancelled but not otherwise.
  • 4.2.4 In the event of fresh exercising its rights as provided for in Condition
  • 4.3 the Customer may apply within 14 days of receipt of the notice referred to in the said Condition to cancel Advertisements or a Contract for Artwork as the case may be without charge.
  • 4.2.5 No advertisement nor Contract for Artwork shall be deemed to have been cancelled in accordance with provisions of this Condition.
• 4.2 until fresh shall have issued an Order Confirmation accepting the cancellation except in case of any statutory right of cancellation.
• 4.3 Amendment by fresh
  • 4.3.1 fresh may from time to time amend these conditions by a document referring expressly to this Condition 4.3.1 and signed by a duly authorised signatory and fresh shall as soon as possible and in any event not less than 6 days before any such amendment is to take effect give written notice of such amendment to the Customer.
  • 4.3.2 fresh has a policy of continuing product improvement and reserves the right to alter the area of coverage and distribution of Directories, the title of any Directory and the classification of headings used in Directories from time to time in like manner to be provided for in Conditions 4.3.1 fresh will endeavour to notify the Customer of any alterations pertinent to the Customer's advertising the subject of a Contract.
  • 4.3.3 Should publication of Fresh Directory be behind schedule due to design or print delays, then Fresh Directory may from time to time offer discounts on future publications at their discretion by way of compensation.  In these circumstances the issue in question will not be replaced by a new edition until a one year period has ceased.
• 4.4 Cancellation by fresh
  • 4.4.1 fresh may (without prejudice to any other right or remedy) remove any Advertisement or refrain from proceeding with any other Advertisement ordered by the Customer and to refuse any further Advertisement so ordered without penalty and with immediate affect if the Customer:
    • 4.4.1.1 fails to pay when due any sum payable under a Contract for Advertising in Directories
    • 4.4.1.2 is the subject of a receiving order in bankruptcy (or in Scotland is sequestrated or in Northern Ireland is adjudicated bankrupt) or becomes insolvent or makes any composition or arrangement with or assignment for the benefit of creditors or suffers execution distress any form any diligence or seizure to be levied or effected on or against the Customer's premises assets or effects or being a company goes into liquidation, whether voluntary or compulsory or has a receiver or administrative receiver of any asset appointed or
    • 4.4.1.3 fails to observe or perform the Conditions of a Contract
  • 4.4.2 fresh may cancel any Contract without penalty by giving not less than seven days notice in writing to the Customer to expire at any time before the proposed publication date of the Directory concerned.
• 5.0 Charges and Payment
• 5.1 The charge for each Advertisement or for Artwork (or the total charge for a number of Advertisements and Artwork) shall be that set out on the Order Form. If a reduction is shown in respect of a promotional offer and the Customer continues to meet the terms of eligibility relating to that promotional offer then the charge shall be reduced by the amount shown but not otherwise. Terms of eligibility of promotional offers will be made available by fresh on request.
• 5.2 Unless otherwise agreed in writing 50% of payment shall become due on receipt of order and total balance shall become due from the Customer on demand. If payment is to be made in instalments and if the Customer fails to pay any instalment on its due date then fresh shall be entitled to demand payment of the unpaid balance including all arrears.
• 5.3 If the Customer fails to comply with any of the Conditions he shall nevertheless continue to be liable for all charges due and to become due.
• 6.0 Obligations of fresh
• 6.1 fresh will be subject to the provisions of these Conditions:
  • 6.1.1 publish or, as the case may be, procure the publication of the Advertisements if applicable within the appropriate classifications in the appropriate Directories;
  • 6.1.2 procure the publication of Artwork if ordered by the Customer pursuant to a Contract;
  • 6.1.3 distribute or, as the case may be, procure the distribution of the Directories
• 6.2 In respect of a Contract for Artwork:
  • 6.2.1 fresh grants the Customer non-exclusive non-transferable licences to use Artwork in the Advertisements and in any future Advertisements the Customer may order for publication in Directories published by fresh or, where the Artwork has been created for an Advertisement in a Directory published by a Third Party Publisher, in any other Directories published by the same Third Party Publisher.
  • 6.2.2 fresh warrants that Artwork will be available in sufficient time for inclusion in the Advertisement and will be suitable for the production processes used by fresh or Third Party Publishers for Advertisements. fresh does not give any warranty condition or undertaking whatsoever that Artwork, in whole or part, will be for the Customer's own exclusive use.
• 6.3 fresh does not give or make any warranty condition or undertaking whatsoever as to the duration of the lifetime of any Directory.
• 7.0 Obligations of Customer
• 7.1 Materials to be provided
  • 7.1.1 Save for Artwork pursuant to a Contract the Customer shall supply to fresh whenever appropriate such materials or inserts as may be required by fresh to publish the Advertisement such materials of a quality suitable for fresh's use and to be delivered to a designated location in sufficient time to suit fresh's or the applicable Third Party Publisher's production requirements for each Directory concerned. fresh does not undertake to return any materials supplied by the Customer.
  • 7.1.2 fresh shall not be obliged to publish any Advertisement for which the Customer has, failed to provide the materials or inserts either at the correct time or has provided materials or inserts of an unusable quality.
• 7.2 Advertisement Content
  • 7.2.1 The Customer shall comply in all aspects with the provisions of any statutes including any regulations or orders made thereunder and any other obligations imposed by law including byelaws applicable to all Advertisements
  • 7.2.2 Fresh shall not be obliged to publish nor procure the publication of any Advertisement or any part thereof which it considers in its sole discretion to be contrary to or infringe the terms of any legislative provision or the right or privilege of any person or which might mislead members of the public or which members of the public might find offensive prejudicial or inflammatory or is likely to subject fresh or, as the case may be a Third Party Publisher to prosecution criticism or embarrassment notwithstanding the existence of a Contract between the Customer and fresh.
  • 7.2.3 Fresh reserves the right to delete any Proprietary Material from any Advertisement where it has reasonable grounds to believe that the owner or controller of such Proprietary Material has withheld or withdrawn permission for the Customer's use of the same. In these circumstances, deletion shall not be deemed to be a breach of fresh's obligations under a Contract.
  • 7.2.4 Fresh reserves the right to disclose to third parties any address at which the Customer conducts business or any other details known to fresh whether or not the same is published in Advertisements. The customer hereby consents to disclosure.
• 8.0 Limitation of Liability
• 8.1 fresh does not exclude or restrict liability for death or personal injury resulting from its own negligence.
• 8.2 In the event of error or omission from or of an Advertisement the Customer shall be entitled to a refund of such part (not exceeding the whole) of the charge for the Advertisements concerned as is fair and reasonable having regard to the nature of the error or omission. In the event of a serious error or omission fresh may in addition to giving a refund publish or procure the publication of a similar correct Advertisement free of charge in the next issue of the Directory concerned.
• 8.3 In the event of a proven dispute by a third party over the Customer's right to use Artwork in accordance with the licenses at Condition 6.2.1 then fresh shall either procure the production of replacement Artwork for the Customer's future use or at the Customer's discretion refund to the Customer any payments made pursuant to the Contract in respect of the said Artwork PROVIDED that the Artwork (or any disputed element of it) was provided by fresh other than: as directed by the customer; or from references supplied by the Customer.
• 8.4 Except as stated above fresh will not accept any liability in respect of errors or omissions whether or not arising from negligence.
• 8.5 In any event in no circumstances shall fresh be liable in contract tort or otherwise for loss (whether direct or indirect) of profits business or anticipated savings or for any indirect or consequential loss whatever.
• 9.0 Proofing
• 9.1 fresh will procure the provision of a proof of Artwork.
• 9.2 Fresh will endeavour to provide the Customer with a proof of all Advertisements prior to publication. However, does not give or make any warranty condition of undertaking whatsoever that such proofs will be provided. Where time does not permit the issue of proofs the Advertisement will be published in accordance with the relevant Advertisement content details provided by the Customer and such publication will be deemed to satisfy the obligation of freshdirectory.
• 9.3 Where the Customer has ordered a colour Advertisement, the Customer understands and agrees there may be some variation between the colour shown in the proof of a colour Advertisement and the final printed version and fresh shall not accept liability for such variation.
• 10.0 Layout of Advertisement and Directories
• 10.1 Unless the type of Advertisement requires otherwise Advertisements are generally arranged in alphabetical sequence under the classification headings but final position is arranged at fresh's or as the case may be a Third Party Publishers sole discretion to optimise directory layout and paper usage. Except therefore as provided in Condition 6.0 fresh does not give nor make any warranty condition or undertaking whatsoever whether express or implied as to the page or position any Advertisement will appear within the Directories or within the classification in Directories if appropriate.
• 10.2 An Advertisement may be at the sole discretion of fresh published at the contract price in different style or size of typeface from that requested by the Customer if the style or size of typeface specified does not conform with the typefaces used by fresh or, if applicable, the Third Party Publisher for the printing of the relevant Directory.
• 11.0 Indemnification The Customer shall keep fresh indemnified from and against all proceedings, claims, demands, damages fines, costs, expenses and charges taken made or awarded against fresh or its servants or agents arising out of or in connection with any Advertisement including actual alleged or inadvertent defamation passing off mis-description false trade description of goods and services offered error omission or infringement of copyright trade mark or service mark design right or privilege.
• 12.0 Warranty as to Trade Marks and other Intellectual Property Rights
• 12.1 The Customer confirms and warrants that he has been and is duly authorised by the owner to use or that he is the owner of all Proprietary Materials incorporated into Advertisements and all other matter incorporated therein which is protected by copyright or any other intellectual property rights.
• 12.2 fresh reserves the right prior to publishing Customers' Advertisements to disclose to the owner of any Proprietary Materials to be incorporated into Advertisements, the Customer's intention to incorporate such materials; and to any statutory body, having the authority over the content or appearance of Advertisements, the Customer's intention to Advertise. The Customer hereby consents to such disclosure.
• 12.3 Copyright in any Artwork produced pursuant to a Contract shall vest in and shall remain vested in freshdirectory.
• 13.0 Intellectual Property Rights in the Advertisement
Save as aforementioned all intellectual property rights created or used by fresh in connection with a Contract shall be and remain the property of fresh.
• 14.0 Unpaid Entries fresh may offer Customers in such circumstances as it may from time to time and at its sole discretion determine, an unpaid line entry within the available classification of the Customer's choice in the Directory appropriate to the address at which the Customer conducts business.
• 15.0 Requests for a Directory
  • 15.1 As far as is reasonably possible, Fresh Directories are distributed free of charge. In all cases distribution is made within the area covered by a particular Directory edition.
  • 15.2  Where requests for a directory are outside the directory area ie UK or other areas of Spain/Europe, a small charge may apply to cover postal charges
    15.3  freshdirectory reserves the right to disclose to third parties any address or other details given to freshdirectory in respect of a request for a copy of a directory
• 16.0 Force Menjeure fresh shall not be liable in respect of any breach of this Contract due to any cause beyond its reasonable control including (but without limitation) act of God, inclement weather, flood, lightning or fire, industrial action or lockouts, the act or omission of Government highways authorities or other competent authority, war, military operations or riot, the act of omission of any party for whom fresh is not responsible.
• 17.0 Notices
• 17.1 Any notice or other communication required to be given or served for the purposes of this Contract except where otherwise provided shall be in writing and shall be deemed to have been duly given and served if sent by post by facsimile or delivered by hand.
• 17.2 The Customer's address for service shall be the address shown on the Order Form as the Customer's address or an address notified to fresh by the Customer as an address to which bills may be sent or the Customer's usual or last known place of abode or business or if the Customer is a limited company its last known registered office.
• 17.3 fresh's address for service shall be freshdirectory.com, Gvadalpin EBC, Blvd. Ppe. Alfonso de Hohenlohe, CN340, Km179, Marbella 29600, Malaga, España or such other address may be notified to the Customer.