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TERMS OF USE

This web site is owned and operated by Approved Index Limited ('Approved').
Approved Index Limited is registered at the following address: 2 Ockenden Gardens, Woking, GU22 7LY England, United Kingdom. Company Registration Number: 05046350. Email: enquiries@top10businessindex.com. Telephone: +44 (0) 845 226 3534. By using this site, you accept the following terms and conditions. If you do not accept these terms and conditions, please do not use this site.

1. Definitions

"Action" - Each of the following are Actions: Click through to Supplier's website; Approved Lead sent to Supplier; Email to Supplier from a Buyer;

"Action Costs" - The cost of each individual Action, which varies depending on which Index the Action relates to as set out on the Web Site, in your on-line account or in your Order Form as varied from time to time;

"Agreement" - The legally binding agreement between Approved Index Ltd and the Supplier on these terms and conditions;

"Approved" - Approved Index Ltd, 2 Ockenden Gardens, Woking, GU22 7LY
Company Number: 05046350;

"Approved Lead" - A bone fide Lead that is reasonably relevant to the applicable Index;

"Buyer" - A visitor to the Web Site who is typically interested in purchasing goods or services relevant to the Index they are visiting;

"Confidential Information" - means all confidential information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by one party to the other party whether before or after the date of this Agreement including, without limitation, information relating to the disclosing party's business, plans or intentions, service information, know-how, trade secrets, market opportunities and affairs;

"Copy" - The style, content and form in which the Index Entry and the Testimonials will appear on the Web Site, as provided by the Supplier, in accordance with this Agreement and any special conditions and as agreed from time to time between Approved and the Supplier;

"Index" - A collection of Suppliers providing similar goods or services. For example Suppliers that offer PR services, irrespective of Region will all belong to a single index;

"Index Entry" - A synopsis of a Supplier's business within one Region of an Index. There are no more than 8 Index Entries per region. All Index Entries are placed on Approved's Web Site;

"Intellectual Property Rights" - All intellectual property rights of any nature whatsoever, whether registered or unregistered including, without limitation, patents, copyrights, performer's rights, recording rights, moral rights, trademarks, designs, know-how, database or rights in Confidential Information;

"Law" - Any law, statute, regulation, instruction, guideline or code of conduct having force of law of any governmental or other regulatory authority of competent jurisdiction (including but not limited to any term in any licences issued by any such authority and any data protection requirements) in all cases as amended, replaced and supplemented from time to time;

"Lead" - A Lead is created for a Supplier when a Buyer completes the form that appears on each Index and sends the form to the Supplier;

"Maximum Monthly Bill" - The maximum amount that a Supplier will be charged over a calendar month in connection with its listing in one Index;

"Maximum Total Monthly Bill" - The total Price payable by one Supplier in one calendar month will never exceed this amount which is the aggregate of each Maximum Monthly Bill for each Index that a Supplier is listed in;

"No Obligation Trial" - A two week period during which time a Supplier can try Service with no obligation to pay for that period of service except if the Supplier continues to use Approved Index's service as set out in clause 5 below;

"Order Form" - The Order Form to be filled in for postal and fax applications by and signed by Suppliers;

"Price" - The total of all Action Costs multiplied by the number of Actions for each Index the Supplier is listed in during a calendar month which shall not exceed the Maximum Total Monthly Bill;

"Region" - There are 11 Regions across the UK including South East, Scotland and London. Each Index has 11 Regions;

"Service" - The service provided by Approved under this Agreement;

"Supplier" - The natural or legal entity which wishes its details to appear on the Web Site;

"Supplier Branding" - The only branding of the Supplier which may appear in the Index Entry as approved by Approved including without limitation IPR owned or licensed by Supplier;

"Testimonial" - A quote from a Supplier's client indicating that the Supplier is good at supplying the goods or services offered;

"Unacceptable Copy" - Copy that is inaccurate, contravenes any Law, infringes the IPR of any third party, or is abusive, immoral or otherwise likely to offend users of the Web Site or the Internet in general; and

"Web Site" - The presence of Approved or its parent or subsidiary companies currently at www.approvedindex.com as amended from time to time and identified on the www.approvedindex.com homepage.

2. Obligations of the Supplier

  1. To pay the Price plus VAT by direct debit or credit/debit card (including Delta, Electron, Mastercard, Solo, Switch / UK Maestro, VISA) monthly in arrears to Approved Index Ltd. Approved Index Ltd. will send a monthly invoice in arrears via email on the 1st of each month. This invoice will vary from month to month based on the volume of Actions and the number of Indices the Supplier is listed in but it will never exceed the Maximum Total Monthly Bill. The amount due will be taken from the Supplier's account 3 days after the invoice is sent out (except in the case of direct debit, where the first payment will be taken from your account 10 days after the invoice is sent out). If the Supplier does not pay the Price within 10 days of receipt of invoice (the "Due Date") Approved, may (at its sole discretion) do any or all of the following: charge interest at the rate of 3% above the base rate of National Westminster Bank Plc from the Due Date until the date of actual payment, terminate this Agreement immediately on written notice to the Supplier's given email or postal address or remove the Index Entry(ies) from the Web Site without liability to Supplier.
  2. To acknowledge that Approved Index Ltd retains full editorial control over all Index Entries and that Approved will own all IPR in without limitation, the Index Entries, save that Approved shall not own any Supplier Branding.
  3. Subject to the clause 2.2 above, to provide the Copy for each Index Entry (including, without limitation, GIF logo files, company name, contact details and three client testimonials) in accordance with the procedures required by Approved from time to time.

3. Obligations of Approved

  1. Subject to reasonably unavoidable downtime of the Web Site, to ensure that each Index Entry requested by the Supplier features on the Web Site.
  2. Approved will not bill any Supplier more than the Maximum Total Monthly Bill amount applicable for each calendar month.
  3. Rights of Approved

The Supplier grants Approved Index Ltd an irrevocable non-exclusive licence throughout the world in perpetuity to publish Supplier's details and Copy on the Web Site and to link to Supplier's web site.

5. No Obligation Trial and Cancellation

  1. At Approved Index's sole discretion, Suppliers may be entitled to a No Obligation Trial. If a Supplier declares in writing before the end of this period that it does not wish to continue with the Service, it shall not be liable to pay the Price that would otherwise have fallen due during the No Obligation Trial. Suppliers which do not write to cancel the Service before the end of the No Obligation Trial shall be obliged to pay for the Service. If a new Supplier wishes to cease using the Service at any time during the No Obligation Trial, no notice of this is required to be given.
  2. However, should a Supplier continue to use the Service following its No Obligation Trial, the Supplier must pay for Actions which occurred during the No Obligation Trial.
  3. In the event that a Supplier wishes to terminate this Agreement, they shall provide Approved Index Ltd with 30 days' written notice of cancellation, such notice to take effect 30 days after written receipt of such notice by Approved Index Ltd. The Supplier shall continue to pay for Actions which take place within the 30 days' notice period.
  4. Cancellations may only be communicated by email to enquiries@top10businessindex.com or by first class postal letter to Approved Index Ltd, 91 95 Brick Lane, London, E1 6QL
  5. Subject to clause 4 above, Approved may at its sole discretion remove each of the Supplier's Index Entries in the event that Supplier terminates this Agreement
  6. No refunds or credit will be given for any cancellations since payment for Actions is made in arrears.

6. Warranties

Supplier warrants that:

  1. The Copy shall not infringe any Law or IPR at any time;
  2. The Copy is true, accurate and not misleading at any time;
  3. It has all necessary consents, approvals and releases to authorise Approved to publish the Copy on the Web Site worldwide in perpetuity;
  4. It shall only use the Supplier's Branding on the Web Site; and
  5. It shall provide Approved with all assistance Approved may require from time to time in connection with the provision of the Service to Supplier.

7. Indemnity

Supplier shall indemnify and hold Approved harmless against each loss, liability and cost which Approved may incur as a result of any third party claim arising out of or in relation to any breach by Supplier of any representation, warranty, undertaking or obligation contained in this Agreement (including, without limitation, each loss, liability and cost reasonably incurred as a result of defending or settling a claim alleging such a liability).

8.Termination

Approved may terminate this Agreement with immediate effect by written notice to the Supplier at any time after the occurrence of any of the following events in relation to the Supplier:

  1. The Supplier's Copy is Unacceptable;
  2. The Supplier being in breach of a material obligation under this Agreement and, if the breach is capable of remedy, failing to remedy the breach within 14 days of being required in writing to do so;
  3. The Supplier passing a resolution for its winding up or a court of competent jurisdiction making an order for the Supplier's winding up or dissolution;
  4. The making of an administration order in relation to the Supplier or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the Supplier; or
  5. The Supplier making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.

Termination of this Agreement shall not affect either party's accrued rights or obligations or any duties of confidentiality.

9. Liability

  1. Approved does not guarantee that any Actions shall occur in connection with an Index Entry.
  2. Subject to section 9.3 below, neither party accepts any liability under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any of the following:
    1. Loss of profit or sales;
    2. Loss of opportunity;
    3. Loss of turnover;
    4. Loss of use of any hardware, software or data;
    5. Loss of or damage to business;
    6. Indirect, special or consequential loss or damage;
    And for the purposes of this clause the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.

    Subject to clause 9.3 below, Approved Index's liability under this Agreement to Supplier shall be restricted to the total amount (less VAT) paid by Supplier to Approved in the twelve month period preceding the event which gave rise to the claim.
  3. Neither party's liability:
    1. For death or personal injury caused by that party's negligence or the negligence of that party's employees or agents;
    2. For breach of any condition as to title or quiet enjoyment implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
    3. For fraudulent misrepresentation;
    4. For misuse of Confidential Information; or
    5. For any liability which cannot be excluded or limited by applicable law,
    is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.
  4. Approved shall not be liable for any losses, damage or expenses (including, without limitation, any costs of finding replacement advertising space) suffered or incurred by the Supplier as a result of the Web Site not being accessible to users of the world wide web for any period of time.
  5. Approved shall not be liable for any delay in or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond its reasonable control including but not limited to the acts, defaults or omissions of suppliers or sub-contractors, failure of any telecommunications or power network, war, undeclared hostilities, terrorism, industrial action and acts of God.

10. Other Conditions

  1. Advertising agencies or other representative agencies shall enter into this Agreement in their own right as principal and not as an agent.
  2. The positioning of the Index Entry(ies) on the Web Site is to be determined by Approved at its sole discretion.
  3. Approved Index Ltd reserves the right to change the price of Action Costs and the Maximum Monthly Bill and the Maximum Total Monthly Bill by giving not less than 60 days' notice to the Supplier. In the event that year-on-year such price increases are greater than the UK's RPI increase for the same period, Supplier shall have the right to terminate this Agreement upon 60 days' written notice.

11. Confidentiality

  1. Each party undertakes to the other:
    1. to keep confidential all Confidential Information regarding the other and not to disclose the same in whole or in part to any person (other than any employee, agent, professional advisor or subcontractor having a need to know) without the other's written consent; and
    2. to use Confidential Information belonging to the other party solely in connection with the performance of their respective obligations under this Agreement.

The provisions of this section shall not apply to any Confidential Information which is already in the public domain, lawfully obtained from a third party free from any duty of confidentiality or which was already in the possession of the receiving party at the time of entering into this Agreement.

General

  1. The terms and conditions of this Agreement represent the entire agreement between the parties in relation to the subject matter of this Agreement.
  2. A delay by either party in exercising any of its rights and remedies shall not constitute a waiver of those rights and remedies unless expressly agreed in writing.
  3. The invalidity of any term or condition of this Agreement shall not affect the validity of the remainder of this Agreement.
  4. Nothing in this Agreement shall create a partnership or joint venture between the parties.
  5. Approved may assign or transfer this Agreement to any company or entity. Supplier may assign or transfer this Agreement subject to obtaining Approved Index Ltd's prior written approval.
  6. Unless expressly provided in these terms, no term of this contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
  7. This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

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