Supplier terms & conditions
STANDARD PURCHASE ORDER TERMS AND CONDITIONSBETWEEN:
(1) YELL LIMITED a company registered in England under company number 04205228 whose Registered Office is at Queens Walk, Oxford Road, Reading, Berkshire RG1 7PT, United Kingdom (“Yell“); and
(2) The supplier set out in the accompanying Order (the "Supplier”).
IT IS AGREED:
1. Definitions and Interpretation: “Bespoke Contract” means the agreement (if any) that has been negotiated and signed by the Supplier and Yell relating to the supply of the Deliverables which shall apply in addition to these terms and conditions and which is attached to the Order; “Contract” means the Order, the Statement of Requirements (if any), these terms and conditions, the Bespoke Contract (if any) and any other documents referred to in these terms and conditions and/or attached to the Order; "Deliverables" means the Goods, Services and/or Software; "Goods" means any goods to be provided to Yell by the Supplier under this Contract, as more particularly described in the Order and/or Statement of Requirements; "Marketing Services" means any marketing, promotional, advertising, design, public relations or related services or any services of a similar or equivalent nature to be provided to Yell by the Supplier under this Contract, as more particularly described in the Order and/or Statement of Requirements; "Materials" means any and all works, data, designs, inventions and materials made, created, compiled, developed, written or prepared by the Supplier (or the Supplier's agents or sub-contractors) in the course of providing the Deliverables; “Order” means the accompanying purchase order; "Services" means the services (including any Marketing Services) to be provided to Yell by the Supplier under this Contract, as more particularly described in the Order and/or Statement of Requirements; "Software" means any computer programs or software to be provided to Yell by the Supplier under this Contract, as more particularly described in the Order and/or Statement of Requirements; “Statement of Requirements” means the requirements for the Deliverables (if any) attached to the Order; and “Yell Group” means any and all of Yell, each of its subsidiaries, its holding company and any subsidiary of such holding company as defined in section 1159 of the Companies Act 2006.
2. Additional Terms: The Supplier shall provide the Deliverables in accordance with the Contract. Additional terms set out in the schedules to these terms and conditions will apply to the supply of certain Deliverables as follows: Goods – schedule 1; Services (including Marketing Services) – schedule 2; Software – schedule 3 and Marketing Services – schedule 4. Yell is free to contract for the supply of goods and services from other suppliers, and save as otherwise stated, the Supplier is free to contract to supply goods and services to third parties.
3. Order of Precedence: If there is any conflict or inconsistency between the documents which make up this Contract, the following descending order of precedence shall apply: (1) the Bespoke Contract (if any); (2) these terms and conditions including without limitation any applicable schedules; (3) the Statement of Requirements; (4) the Order (5) other documents that make up the Contract.
4. Acceptance of the Contract: Each Order by Yell for Deliverables from Supplier shall be deemed an offer by Yell to purchase such Deliverables subject to this Contract. No Order shall be accepted until Supplier either expressly by giving notice of acceptance, or impliedly by fulfilling the Order, in whole or in part, accepts the offer.
5. Entire Agreement: The terms and conditions of this Contract are the only terms and conditions on which Yell is prepared to deal and shall govern all Orders and supply of Deliverables to the entire exclusion of all other terms and conditions. Save for any Bespoke Contract or supplier terms attached to the Order, any terms or conditions quoted or offered by Supplier, whether before or after the placing of the Order by Yell shall not be binding on Yell. For the avoidance of doubt, Yell does not guarantee any future work or contracts will be awarded to the Supplier.
6. Price: In consideration of the proper provision of the Deliverables, Yell shall pay to the Supplier the price of the Deliverables stated in the Order (the "Price"). Unless otherwise provided in the Contract, the Price is a fixed price for the entire performance of the Contract in relation to the Deliverables concerned (including for the avoidance of doubt, delivery, insurance and any other incidental expenses but excluding VAT). No variation to the Price will be permitted unless Yell has given its prior written agreement.
7. Invoices/Payment: Unless otherwise specified in the Contract, invoices should be submitted to Yell on completion of the provision of any Services or acceptance of any Goods or Software, at the address detailed in the Order and quoting the Order number. Yell shall make payment of any undisputed amounts in each invoice thirty (30) calendar days following the end of the calendar month of receipt by Yell of a valid VAT invoice. Any sums recoverable from Supplier under this Contract may be deducted from the amount of any sum due from Yell Group to Supplier under this Contract.
8. Interest on late payment: If any sum under the Contract is not paid when due that sum will bear interest from the due date until payment is made in full, both before and after judgment, at three per cent (3%) per annum over HSBC Bank PLC base rate from time to time. This shall be Supplier's sole and exclusive remedy for such non-payment. Supplier is not entitled to suspend performance of any obligations under the Contract as a result of any sums being outstanding, unless such sums have been outstanding for 180 days or longer.
9. Warranties: The Supplier warrants, represents and undertakes that: (a) it is fully entitled to enter into and perform its obligations under this Contract; (b) it will supply the Deliverables in an expert and diligent manner in accordance with best industry practice; (c) it has adopted effective procedures conforming to best industry practice to screen the Deliverables for known viruses (where relevant) and that it will use its best endeavours to ensure that no computer viruses, worms, software bombs or other similar items have been or will be introduced by Supplier into the Deliverables or any hardware, software or operating systems of Yell; (d) it has the right to pass title in any Deliverables or Materials, as required, and grant the rights to use any Materials as the case may be; (e) the provision of the Deliverables and Yell Group’s use of any items developed or delivered by or on behalf of Supplier under this Contract shall not infringe any intellectual property rights of any third party; (f) it has satisfied the additional warranties set out in schedules 1 to 4, where relevant to the Deliverables; and (g) the Deliverables shall: (i) conform in all respects with the service levels (if any) attached to the Order, and the description, design, specification, requirements or standards contained or referred to in the Order and/or Statement of Requirements; (ii) conform to any representations made by or on behalf of Supplier; (iii) conform to all relevant codes of practice, guidelines and standards and any regulatory, statutory or legal requirements; (iv) be of sound material and workmanship and free from all defects, whether latent or patent; and (v) be supplied with accurate and sufficient information and instructions as to use to ensure that when put to use they will present no risk to health or property. Yell's rights under the Contract are in addition to the statutory conditions implied in favour of Yell.
10. Intellectual Property:
10.1 To the extent that the provision or use of the Deliverables requires the Supplier to use any intellectual property owned by, or licensed by a third party to, Yell, Yell hereby grants to the Supplier a non-exclusive, non transferable licence to use such intellectual property only for the purpose of providing or using the Deliverables in accordance with the Contract and for the duration of the Contract only. The benefit of any goodwill arising from the use by the Supplier of the Yell brand or any other intellectual property of the Yell Group shall ensure to Yell or the applicable proprietor within the Yell Group.
10.2 To the extent that the provision or use of the Deliverables requires Yell to use any intellectual property owned by, or licensed by a third party to, the Supplier prior to the date of this Contract, the Supplier hereby grants to Yell a non-exclusive, perpetual, irrevocable, freely transferable licence to use such intellectual property for the purpose of receiving and using the Deliverables and the Materials in accordance with the Contract and for Yell's internal business purposes.
10.3 Save in relation to Marketing Services, all intellectual property rights in the Deliverables shall vest in the Supplier and the Supplier hereby grants to Yell a non-exclusive, perpetual, irrevocable, freely transferable licence to use such intellectual property for the purpose of receiving and using the Deliverables and the Materials in accordance with the Contract and for Yell's internal business purposes. In relation to Marketing Services, the provisions in schedule 4 shall apply.
10.4 Each party shall indemnify the other against all liabilities, claims, demands, costs (including legal fees and disbursements) and other liabilities arising from any claim made against the other for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the use by that party of the other's intellectual property licensed under clauses 10.1, 10.2, 10.3 or schedule 3 (as applicable).
10.5 Supplier shall indemnify the Yell Group against all liabilities, claims, demands, costs (including legal fees and disbursements) and other liabilities arising from or incurred as a result of or in consequence of the infringement or alleged infringement of any patent, trade mark, trade name, design right, copyright, moral right or any other intellectual property right arising from the provision and/or use of the Deliverables or the Materials, except where the Deliverables are manufactured to a design supplied by Yell and any claim or allegation results exclusively from that design. The parties acknowledge that clauses 11.3 and 11.4 shall not apply to any liability under this clause 10.5.
11. Liability:
11.1 Supplier shall indemnify the Yell Group against all liabilities, claims, demands, costs (including legal fees and disbursements) and other liabilities which any member of the Yell Group incurs as a result of any act or omission or default of the Supplier, its employees, agents or sub-contractors in respect of any breach of the warranties in clause 9 or any of the schedules to these terms and conditions.
11.2 Nothing in this clause 11 shall limit either party's liability for death or personal injury resulting from negligence or for fraud.
11.3 The aggregate liability of the either party in respect of any loss or damage suffered by the other and arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or in any other way, shall not exceed the sum of £2 million.
11.4 Neither party shall be liable, in contract, tort (including negligence), breach of statutory duty or in any other way for: any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; any loss of goodwill or reputation; or any indirect or consequential losses suffered or incurred by the other arising out of or in connection with the Contract.
11.5 Supplier shall maintain in force an adequate insurance policy with a reputable insurance company covering its liability under the Contract and shall provide to Yell on demand satisfactory evidence of such policy and level of cover.
12. Confidentiality: For the avoidance of doubt, the provisions of any existing non-disclosure agreement between the Yell Group and the Supplier shall continue. Supplier shall not divulge, and must ensure that its employees, agents and sub-contractors, do not divulge, to any third party any information concerning Yell Group's business or affairs. This Contract and all specifications, samples, drawings, other documentation and information issued by Yell Group to Supplier in connection with it are confidential and their use must be confined to such of Supplier's employees, agents or sub-contractors as are employed in connection with the Contract and require the information in order to discharge their duties. The restrictions of this provision shall not prevent the disclosure of information which: (a) is in the public domain other than by default of Supplier; (b) was already lawfully known, or became lawfully known to Supplier independently; (c) is required by law; or (d) disclosure or use is necessary by Supplier for the proper performance of this Contract. In the event that Supplier learns of any unauthorised use or disclosure, or threatened unauthorised use or disclosure, of any of Yell Group’s confidential information, Supplier shall as soon as practicable notify Yell of the particulars of such use or disclosure.
13. Publicity: Supplier shall not advertise or publicly announce or in any way publicly indicate that Supplier supplies or has supplied Deliverables to Yell Group without the prior written consent of Yell, not be unreasonably withheld.
14. Records: The Supplier shall maintain complete, accurate and current records relating to the Supplier’s provision of the Deliverables, the Supplier’s performance against service levels (if any) attached to the Order, recording of time in relation to the supply of Services, costs for the supply of third party goods or services, expenses claimed and other matters relating to the supply of the Deliverables (“Records”). The Supplier shall, upon written notice from Yell, promptly provide copies of such Records to Yell and/or its internal and external auditors. Yell may, upon reasonable written notice to the Supplier (not exceeding 7 days), have a right of access to Supplier's premises in order to audit the Records or the activities underlying them. Yell acknowledges that such right shall not be exercised more than twice per year.
15. Assignment: Supplier shall not, without the prior written consent of Yell (such consent not to be unreasonably withheld), assign or sub-contract the whole or any part of this Contract. Yell shall be entitled to assign the benefits and obligations under this Contract to: (a) any company within Yell’s Group; or (b) in connection with any merger, reorganisation, outsourcing, divestments or sale of all or substantially all of its assets or any similar transaction.
16. Force Majeure: Neither party shall be liable for delays that are beyond that party’s reasonable control (including but not limited to acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood or epidemic), provided that the affected party gives the other party prompt written notice of the delay and takes all commercially reasonable measures to mitigate the delay.
17. Cancellation: Yell shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving Supplier seven (7) calendar days’ written notice. Upon such cancellation, all work on the Contract shall be discontinued and Yell shall pay to Supplier charges due and payable under the Contract at the time of termination.
18. Termination: Yell shall be entitled to terminate the Contract with immediate effect by written notice to Supplier: (a) if Supplier is in material or persistent breach of any of its obligations under the Contract and if capable of remedy does not remedy the breach within fourteen (14) calendar days’ of written notice from Yell specifying the breach; or (b) if Supplier is an individual or partnership, Supplier becomes subject to bankruptcy proceedings; or (c) if Supplier is a company, Supplier becomes subject to an administration order, sequestration proceedings, winding up proceedings (except for the purpose of re-construction or amalgamation) or a receiver is appointed over the whole or any part of the assets of Supplier; or (d) if Supplier ceases trading or becomes insolvent. Following termination of the Contract Yell shall pay to Supplier the charges due and payable under the Contract in respect of the Deliverables which Supplier has already supplied to Yell 's satisfaction and/or which Yell wishes to retain. Termination of the Contract by Yell is without prejudice to any other rights that Yell may have against Supplier whether arising as a result of the termination or otherwise. Supplier shall be entitled to terminate the Contract with immediate effect by written notice to Yell if: (a) Yell becomes subject to an administration order, sequestration proceedings, winding up proceedings (except for the purpose of re-construction or amalgamation) or a receiver is appointed over the whole or any part of the assets of Yell; or (b) if Yell ceases trading or becomes insolvent.
19. Termination Consequences. Upon termination of this Contract, Supplier shall assist and cooperate with Yell Group to ensure an orderly and efficient transition from the provision of the Deliverables by Supplier to the provision of similar goods or services by Yell or a third party supplier. Supplier shall return or make available to Yell (or such other third party provider as Yell may appoint) all Materials and any other data, records, samples, drawings, documentation and information relating to the provision of the Deliverables (“Yell Data”) in a format acceptable to Yell. Yell shall provide details to Supplier of any Yell Data that Yell requires to be destroyed by Supplier. If so requested, Supplier shall warrant to Yell that the said destruction has been undertaken in accordance with Yell’s security requirements as notified by Yell to Supplier.
20. Survival: Termination of this Contract shall not affect the accrued rights or liabilities of either party or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination, including clauses 3, 9, 10, 11, 12, 19, 20, 21, section 6 of schedule 1, sections 1, 5 and 6 of schedule 3 and section 2 of schedule 4.
21. Data Protection: Supplier shall not process any personal data (as defined in the Data Protection Act 1998) supplied by Yell that is processed by or in connection with this Contract for any other purposes other than those expressly authorised by Yell and shall comply with all instructions given by Yell from time to time in relation to such processing. Supplier agrees that at all times when processing personal data it will implement appropriate technical and organisational security measures governing the processing of personal data to be carried out. These measures must ensure the appropriate level of security so as to avoid unauthorized or unlawful processing or accidental loss, destruction or damage to personal data including but not limited to taking reasonable steps to ensure reliability of personnel having access to personal data.
22. Compliance: Where Supplier's employees, sub-contractors or agents are required to enter Yell Group's premises, it is a condition of the Contract that Supplier makes them aware of and that they observe the site rules and safety regulations applicable at such premises. Supplier is responsible for the works, temporary works, materials, construction of plant and items which are brought onto Yell Group's premises, and for the repair and making good of all loss of and damage to them. This repair and making good must be carried out entirely at Supplier's own expense except to the extent that any loss or damage is the result of any wrongful act or default by Yell, Yell's employees or agents. Supplier shall at all times when providing the Deliverables comply with the latest version of Yell’s ‘Ethical Guidelines for Suppliers’ a copy of which is available at: https://www.yellgroup.com/english/aboutyell-yelluk-yelluksuppliers-ethicalguidelinesforsuppliers
23. Severability: If any provision of this Contract is held to be invalid or unenforceable, that provision will be severed from the Contract and the remainder of the Contract will continue in full force and effect.
24. Variation: The terms of the Contract may only be varied by written agreement between the parties.
25. Waiver: If either party delays in enforcing, or does not enforce, any right, which either party may have under the Contract, this does not imply that that right has been waived. If either party waives any specific obligation or liability under the Contract, such waiver will not extend to any other obligations or liabilities under the Contract.
26. Notices: Notices required to be served under this Contract must be in writing and may be delivered by hand, sent by first class post, or sent by facsimile transmission to the postal address or appropriate fax number of the other party set out below. For Supplier to the address and number appearing in the Order and for Yell to Yell Limited, Queens Walk, Oxford Road, Reading, Berkshire, RG1 7PT Fax No. 01189 506 144 to be addressed for the attention of the Company Secretary or any other address or number notified in writing from time to time by the parties.
27. Further assurance: Supplier shall at its own cost and expense execute or cause to be executed all documents and do or cause to be done all further acts and things that Yell may from time to time reasonably require in order to vest in and secure to Yell or any member of the Yell Group the full benefit of the assets, rights and benefits to be transferred or granted to Yell under this Contract and for the protection and enforcement of the same and otherwise to give full effect to the terms of this Contract.
28. Third Party Rights: Except as provided in this clause 28, the parties to this Contract do not intend that any term of this Contract should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Contract other than any Yell Group company which shall be entitled to any actions and rights as Yell. Yell contracts for the purchase of Deliverables in its own name, on its own behalf and for the benefit of all other members of Yell Group. Supplier accepts that Yell shall be entitled to recover all costs, expenses, damages, losses and liabilities which may be sustained by any member of Yell Group and which arise out of or in connection with the Contract as if the same were incurred by Yell in Yell 's own right. Each member of Yell’s Group shall be entitled to enforce the terms of the Contract in its own right.
29. Law and Jurisdiction: English law shall govern the Contract and any issues or disputes arising out of or in connection with it (whether contractual or non-contractual, such as claims in tort, breach of statute or regulation or otherwise) and Supplier agrees that the English courts shall have the exclusive jurisdiction in relation to any claim brought by Supplier against Yell but that Yell shall be entitled to bring a claim against Supplier in any court of competent jurisdiction.
SCHEDULE 1: GOODS
1. Additional warranties: The Supplier warrants, represents and undertakes that all Goods are free from any charge, lien or other right in favour of any third party.
2. Delivery: Supplier shall deliver the Goods to the premises specified in the Order on or before the date specified in the Order or, if no date is specified, within a reasonable time. Yell shall be entitled to change the delivery instructions, including the date and address for delivery, at any time on reasonable notice to the Supplier. The Supplier shall ensure that all Goods are properly packaged and at its expense repair or replace any Goods lost or damaged in transit. Time for delivery shall be of the essence. If any Goods are not delivered by the due date, Yell shall be entitled to cancel any Order in whole or in part.
3. Instalments: If the Deliverables are delivered in instalments, the Contract is to be treated as a single contract and not as a separate contract for each instalment.
4. Inspection: Supplier shall prior to delivery of the Goods carry out such tests and inspections as would reasonably be expected to ensure that the Deliverables comply in all respects with the Order and provide any certificates or test certificates as Yell may reasonably require. In respect of any tests carried out by Supplier, Yell shall be deemed to rely on Supplier's skill and judgement in assessing Supplier’s compliance with the Contract.
5. Rejection: If any Goods delivered are in Yell's reasonable opinion to be damaged, defective or do not comply with any requirements set out in the Contract, Yell shall have the right exercisable within 30 days of receipt of the Goods to reject the Goods and require the Supplier, at its cost and expense, to repair or replace such Goods. Delivery will not be deemed to have taken place until repaired or replacement Goods have been delivered to Yell's reasonable satisfaction.
6. Title and Risk: Risk in and title to the Goods will pass to Yell on delivery of the Goods or, if sooner, title shall pass upon payment. If Goods are rejected by Yell after payment title in such Goods will only revert to Supplier on receipt by Yell of a full refund of the sum paid for such Goods.
SCHEDULE 2: SERVICES
1. Provision of Services: Supplier shall provide the Services by or on the dates and at the location specified in the Order or otherwise agreed with Yell. Time for the provision of the Services shall be of the essence.
2. Key Personnel: Yell may require certain personnel employed by Supplier to carry out the provision of the Deliverables. Supplier shall use all reasonable endeavours to procure that any such Key Personnel identified by Yell and agreed by Supplier shall be named in the Order and will be actively involved in the provision of the Deliverables. Should any Key Personnel leave Supplier, Supplier will with Yell’s consent, appoint a suitable replacement (such consent not to be unreasonably withheld or delayed).
3. Service Levels and Service Credits: If any service levels are attached to the Order, the Supplier shall provide the Services so as to meet the service levels. If the Supplier fails to meet the service levels, the Supplier shall pay to Yell the service credits, if any, specified in the documents attached to the Order.
4. Non-conformity: If the Services do not meet any specifications set out in the Statement of Requirements or pass any inspection reasonably carried out by Yell or Supplier, Yell shall be entitled by notice in writing to the Supplier either to: (a) extend the period for testing and/or inspection to a date reasonably specified in the notice (without prejudice to the right to reject the Services if they do not later pass testing); (b) to accept the Services subject to a reasonable abatement of the charges payable in respect of the Services; or (c) reject the Services to the extent that they do not comply with the specifications or inspection set out above, in which case Yell is discharged from payment of any amounts which have not become due and payable in respect of such Services. Payment in part or full for the Services does not imply that Yell has accepted them. Yell reserves the right to reject, within a reasonable period after they have been supplied, the whole or any part of the Services if they do not comply in all respects with the Contract.
SCHEDULE 3: SOFTWARE
1. Additional Warranties:
1.1 Supplier warrants, represents and undertakes that the Software: (a) will conform in all material respects with: (i) the Statement of Requirements; and (ii) the specification (if any) attached to the Order; (b) will be free from defects for a period of 90 days; (c) is fully Euro compliant in that it is able to process all functions and transactions denominated in each currency in which Yell or any member of the Yell Group does business including, without limitation, the euro, sterling and any other applicable currency; and (d) is fully date compliant meaning year 2000 conformity as defined in the British Standards Institute document entitled "A Definition of Year 2000 Conformity Requirements Ref. No. DISCPD 2000-1:1998".
1.2 The Supplier shall pass on to Yell the benefit of any manufacturer's warranty given in relation to the Software.
1.3 If Yell notifies the Supplier of any defect or fault in the Software in consequence of which the Software fails to conform to the warranty set out in section 1.1(a) above, the Supplier will as soon as reasonably practicable, repair or replace the Software.
2. Delivery: The Supplier shall deliver (and if applicable install) the Software to the premises specified in the Order on or before the date specified in the Order or, if no date is specified, within a reasonable time.
3. Documentation: The Supplier shall provide to Yell user guides and administration manuals sufficient to allow a reasonably competent user to operate the Software. The Supplier will provide to Yell on request any information or materials necessary or desirable to enable the Software to operate with the software programs and computing environment used by Yell.
4. Acceptance: The Supplier shall carry out tests on any Software provided by the Supplier as more particularly described in the Statement of Requirements (the "Acceptance Tests"). The Supplier shall carry out the Acceptance Tests for the Software during a 14 day period or within the timeframe specified in the Statement of Requirements. Acceptance shall occur once Yell is satisfied that the Software installs and performs in accordance with the specification set out in the Statement of Requirements. If the Software fails to pass the Acceptance Tests within the applicable timeframe set out above, Yell shall be entitled by notice in writing to the Supplier either to: (a) extend the period for testing to a date reasonably specified in the notice (without prejudice to the right to reject the Software if it does not later pass testing); (b) to accept the Software subject to a reasonable abatement of the charges payable in respect of the Software; or (c) reject the Software to the extent that it does not comply with the specification, in which case Yell is discharged from payment of any amounts which have not become due and payable in respect of such Software. Payment in part or full for the Software does not imply that Yell has accepted it. Yell reserves the right to reject the Software, within a reasonable period after it has been supplied, if it does not comply in all respects with the specification (if any) and/or the Contract.
5. Software Licence: Unless otherwise specified in a document attached to the Order, the Supplier hereby grants to Yell a licence to use the Software on the terms set out in clause 10.3 of the terms and conditions.
6. Escrow: At the request of Yell and at Yell's expense, the Supplier shall deposit source code in relation to the Software at the National Computing Centre ("NCC") subject to a suitable standard-form agreement prescribed by NCC ("Escrow Agreement"). The parties shall comply with their respective obligations under the Escrow Agreement and Supplier shall ensure that the source code deposited with the NCC is kept up-to-date at all times and for the avoidance of doubt shall include the source code for any modifications or updates that are made to the Software.
SCHEDULE 4: MARKETING SERVICES
1. Additional Warranties: The Supplier warrants, represents and undertakes that it shall: (a) use its best endeavours to promote the interests of and protect and enhance the reputation of Yell; (b) not do or omit to be done anything which may bring the reputation of Yell into disrepute; (c) devote such time as shall be necessary for the proper provision of the Marketing Services to the satisfaction of Yell; and (c) comply with Yell's brand guidelines in force from time to time (a copy of which is available on request).
2. Intellectual Property: Yell shall be the legal and beneficial owner of all intellectual property rights in any Materials developed or created as a result of the provision of the Marketing Services (the "Marketing Services Materials"). The Supplier hereby irrevocably assigns to Yell (including by way of present assignment of present and future rights) with full title guarantee, absolutely and free from all encumbrances all intellectual property rights in the Marketing Services Materials. The Supplier agrees to waive (and prove the waiver of) any claim to moral rights conferred on the Supplier by the Copyright, Designs and Patents Act 1988 or any rights of a similar nature under laws now or in the future in force in any jurisdiction which the Supplier may have in and to any and all Marketing Services Materials. To the extent that any Marketing Services Materials contain any materials owned or controlled by a third party, the Supplier shall inform Yell and obtain such licences, assignments or consents as are required to permit the use of such third party materials by Yell.
3. Approval: Prior to their publication, the Supplier shall submit all written articles, advertising copy and any other Materials or Marketing Services Materials to Yell for approval. Supplier shall adopt any requirements or recommendations made by Yell in re-submitting approvals for publication.
4. Non-compete: The Supplier agrees that it will not carry out Marketing Services for any competitor of the Yell Group during the term of Contract without the prior written consent of Yell.
