General Terms and Conditions
By creating a Yay.com Account, or by the continued use of our Services, you have accepted the following terms and conditions (together the "Conditions")
which set out the terms under which YayYay Limited ("We", "Us" or "Our") will provide the Services to
Domain Name Terms and Conditions ("Domain Name
Voice Terms and Conditions ("Voice Conditions")
Delivery Terms & Conditions
- The definitions and rules of interpretation in this condition apply in the Conditions:
- "Account Details" means the details that You give to Us when
You create an account with Us.
- "Chargeback" means a situation where We have initially received
payment from You, but that payment has been subsequently rejected by You or Your
credit or debit card issuer and the payment sums are returned to You.
- "Communications Regulator" means a government regulator
responsible for Phone Numbers and/or Voice Service provision.
- "Consumer" You are a consumer if You are an individual not: (a)
using or planning to use Our Services as part of a business trade or profession; (b) purchasing a Domain
Name during a "Sunrise" or "Landrush" period as defined in the Domain Name
Conditions for the Domain Name Registry (c) at Our sole discretion, purchasing our Services for financial or commercial gain,
including, without limitation, for the sole purpose of placing advertisements on
the Domain Name. You shall not be treated as a consumer under the contract if
You have purchased or are the registered holder of 5 or more Domain Names or Phone Numbers.
- "Contract" means the contract between You and Us formed by Your
acceptance of the Conditions by ticking into the box next to the text "I confirm
that I have read and agree to the Terms and Conditions" and pressing the
"Continue" button during the process by which You create an account with Us.
- "Dashboard" means the Dashboard provided by Us in the "My
Dashboard" area at https://www.yay.com
that allows You to manage your Services.
- "Domain Name" means an Internet top level domain name capable
of registration through Us.
- "Fees" means Our fees as set out at: https://www.yay.com.
- "Geographic Phone Numbers" means any phone number that is not a
Premium Phone Number and available for sale at https://www.yay.com under the
heading of Geographic Phone Number for a Fee or for inclusion in your monthly
plan with Us.
- "Initial Period" means the initial period we will provide your Service for.
- "Intellectual Property Rights" means all patents, copyright and
related rights, trademarks, service marks, moral rights, rights in confidential
information and any other intellectual property rights in each case whether
registered or unregistered and including all applications for and renewals or
extensions of such rights and all similar or equivalent rights or forms of
protection in any part of the world.
- "Non-Geographic Phone Numbers" means any phone number that is
not a Premium Phone Number and available for sale at https://www.yay.com under
the heading of Non-Geographic Phone Number for a Fee or for inclusion in your
monthly plan with Us.
- "Phone Numbers" means Geographic Phone Numbers, Non-Geographic
Phone Numbers and Premium Phone Numbers provisioned and accessible on the public
- "Premium Phone Numbers" or "Memorable Phone Numbers"
means any phone number selected and purchased from our phone number search depicted as Premium or Memorable and/or itemised on our sales invoices as “Premium Number” or “Memorable Number" or
otherwise as designated from time to time by Us.
- "Privacy Service" means a Requested Domain's ownership is
temporarily changed to a holding company as stated in our
Domain Privacy Service Terms &
- "Registry" means the organisation which operates the zone file
converting Domain Names to Internet protocol addresses for a top level Domain
- "Renewal" means the renewal of the Services we provide to you for the period specified in Your Dashboard or otherwise at https://www.yay.com.
- "Renewal Fee" means Our fees as set out in the renewal price
list which can be found at: https://www.yay.com.
- "Requested Domain" means the Domain Name You ask Us to
- "Sales Tax" means a consumption tax charged at the point of
purchase for goods and services.
- "Services" means the services set out in clause 2.1 as amended
from time to time.
- "Whois" means a domain name search tool for an Internet top
level domain name registry database.
- "You" or "Your" means the person or business entity who is
entering into this Contract with Us and who the Services will be provided to.
- "Voice Service" means the provision of a platform to allow audio
conversations across a public or private data connection.
- Headings in these conditions shall not affect their interpretation.
- A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).
- Words in the singular include the plural and in the plural include the singular.
- A reference to a statute or statutory provision is a reference to it as it is in force
for the time being, taking account of any amendment, extension, or re-enactment and
includes any subordinate legislation for the time being in force made under it.
- Any obligation in the Contract on a person not to do something includes, without
limitation, an obligation not to agree, allow, permit or acquiesce in that thing being
- PROVISION OF SERVICES
- We will provide to You the following Services in accordance with the Conditions:
- The Services shall include (but shall not be limited to):
- purchase of Geographic Phone Numbers, Non-Geographic Phone Numbers and Premium
- provision of Voice Services
- registering the Requested Domain;
- processing the Renewal;
- managing the information maintained in the Whois in relation to the Requested
- providing a Dashboard to allow You to manage the Requested Domain, Geographic
Phone Numbers, Non-Geographic Phone Numbers and Premium Phone Number
- providing telephone and e-mail support for the Services between the times
https://www.yay.com/support/ at Our sole discretion;
- providing the Privacy Service (where applicable); and
- providing relevant software, hardware and infrastructure maintenance and
upgrades at Our sole discretion and without a requirement on Us to give notice
to You of such maintenance or upgrades.
- Without prejudice to Our other rights and remedies, We may at Our sole
discretion suspend the provision of the whole or any part of the Services
(temporarily or permanently) and will have no liability to provide the Services
on the occurrence of any of the following events:
- an event of Force Majeure as set out in clause 9.3.1;
- upgrade or maintenance of Our or the Requested Domain Registry's IT
systems, but We will restore the provision of the affected Services as
soon as reasonably practicable following the suspension;
- the issue by any court of competent jurisdiction or other competent
authority (including, but without limitation, a person appointed under a
Dispute Resolution Policy for the determination of a dispute) of an
order which is binding on Us which has the effect of suspending Our
- if You fail to pay any Fees or any other sums owing by You to Us when
they fall due.
- To the fullest extent permitted by law and save as provided elsewhere in the
Conditions, the Services are provided by Us on an "as is" and "as available"
basis and no warranty or representation (express or implied) of any kind is
given that the Services will be provided on an uninterrupted, timely, secure or
- YOUR OBLIGATIONS
- You shall:
- notify Us immediately if You know or have reason to suspect that there has been
any unauthorised use of the Services;
- notify Us immediately if You know or have reason to suspect that there is or may
be any court proceedings or other proceedings (including but without limitation
any complaint, proceedings or similar) which
involve the Services we provide you with;
- ensure that We have Your correct name, postal address, phone, fax and email
information and credit and/or debit card details at all times;
- provide identification, documentary evidence and information that We reasonably
require in order to be able to carry out the Services and You agree that We may
keep copies of any identification and documentary evidence on Our files for the
purposes of providing and maintaining the Services;
- notify Us of the authorised representatives whose instructions We may accept on
- not use or suffer the Services to be used for any unlawful purpose or for the
publication of, linking to, issue or display of, any unlawful material including
any software which is pirated or which breaches any Intellectual Property Rights
or any material which is obscene, pornographic, threatening, malicious, harmful,
abusive, defamatory or which breaches the rights including Intellectual Property
Rights of any third party or which is or encourages criminal acts or contains
any virus, worm, trojan horse or other harmful code whether under English law or
regulations, the laws or regulations of Your country or of any other location
where the results of such purpose or the material in question can be accessed;
- not use or suffer the Services to be allowed to be used in breach of generally
accepted standards and codes of practice for the use of the Internet, including
but not limited to the sending of unsolicited e-mails, "mail bombing" or the
impersonation of another person whether living or dead; and
- not use the services of any third party for the purposes, in breach of generally
accepted standards and codes of practice for the use of the Internet, including
but not limited to: the sending of unsolicited e-mails, "mail bombing", the
impersonation of another person whether living or dead, or the publication of,
linking to, issue or display of any material that refers to Us or any of Our
products or services without Our prior written consent.
- You agree and acknowledge that:
- We are under no obligation to register or continue to provide our Services to you;
- We have made no representations or warranties to You as to the availability of
- in the event of a Chargeback by Your credit card company or other credit
institution We shall have the immediate right at Our sole discretion to take
ownership of and suspend provision of
the Services. Where We exercise Our right under this clause 3.2.3, the Services
will be reinstated upon
payment by You to Us of any outstanding Fees and a Chargeback administration fee of 100 USD.
- the provision of our Services shall only be provided to You on the strict basis
that the You consent to the processing of Your data as stated in Our Privacy
- By entering into this Contract You warrant that:
- all the identity, contact and credit and/or debit card information supplied to
Us by You in accordance with provision of Our Services is correct, current and complete;
- all passwords or any other identifiers that You use in connection with the
Services will at all times be kept confidential, used properly and will not be
disclosed to any unauthorised person;
- any activity carried out in connection with the Services which requires the use
of passwords or other identifiers will be carried out by You or someone
authorised to act on Your behalf;
- You accept full liability for all actions done, charges incurred and losses
suffered by You for any activity carried out in connection with the Services
which requires the use of Your passwords or other identifiers, whether carried
out with Your authorisation or not;
- You have all necessary permissions, licenses and consents to use the Services
and that You will not infringe any Intellectual Property Rights of
any other person or entity;
- You will obtain all necessary permissions, licenses and consents that may be or
are required from time to time to enable Us to provide You with Services;
- You will not use the Services or allow them to be used for the publication, web
forwarding, linking to, issue of or display of any material which in Our
absolute discretion may harm Us, Our reputation or otherwise bring Us into
- You will fully indemnify and keep Us and Our officers, partners, employees and agents
fully indemnified against all liabilities, costs, claims, expenses, demands, damages,
penalties and losses (including professional costs and expenses) whether directly or
indirectly suffered or incurred by Us arising out of or connected with:
- Your breach of the Contract; or
- Your breach of any warranty given in clause 4; or
- any use or misuse of the Services as a result of or attributable to Your
- FEES AND PAYMENT
- Any sums payable by You to Us under this Contract are exclusive of any other
Sales Tax and shall be made in the currency stated at https://www.yay.com.
- All sums payable to Us under this Contract shall be paid in full without any deduction
set-off or withholding other than as required by law. You shall not be entitled to
assert any credit, set-off or counterclaim against Us in order to justify withholding
payment of any such amount in whole or in part.
- We are under no obligation to commence the Services, unless and until We have received
the required Fees and any other sums outstanding from You to Us.
- We may at Our discretion retain ownership of the Services until all Fees and
sums owed to Us by You have been received in full and cleared funds.
- Where You authorise the payment of any Fees by credit and/or debit card, We may deduct
other amounts becoming payable under this Contract under that credit and/or debit card
without obtaining additional or further authorisation from You.
- Where You have registered more than one credit and/or debit card with Us, We will take
the Fees in the order of preference You designate to them in Your Dashboard.
- Subject to clause 8.5 We will not provide credit notes or refunds.
- For the avoidance of doubt and subject to clause 8.5, once a request for a Service
has been placed, You do not have the right
to cancel such request.
- Nothing in this Contract excludes or limits Our liability for death or personal injury
caused by Our negligence or any damage or liability incurred by You as a result of fraud
or fraudulent misrepresentation by Us.
- We will not be liable to You in contract, tort or otherwise, including negligence for
any direct or indirect immediate or consequential loss, damage, costs, expenses or other
claims arising out of or in connection with this Contract for:
- loss of profit;
- loss of business, contracts or revenue;
- loss of expected savings or goodwill;
- loss of initial registration or use, or both (for whatever reason) of the Services.
- Subject to clause 7.1 Our total liability to You, whether under these Conditions or
otherwise, including liability for negligence, shall be no more than 7,500 USD.
- All conditions, warranties or other terms which might have effect between You and Us or
be implied or incorporated into this Contract whether by statute, common law or
otherwise are hereby excluded to the fullest extent permitted by law, including without
limitation any implied conditions or warranties.
- We will provide the Services to You for the Initial Period and will continue to provide
them beyond the Initial Period, subject to termination in accordance with this clause
- Following the Initial Period either party may terminate the Contract by giving 30 days
written notice to the other.
- Without prejudice to any other rights or remedies which We may have, We may terminate
the Contract without liability to You immediately on giving notice to You if You fail to
pay Us any sum due under the Contract on the due date for payment and You remain in
default not less than seven days after being notified in writing to make such payment.
- Without prejudice to any other rights or remedies which the parties may have, either
party may terminate the Contract without liability to the other immediately on giving
notice to the other if:
- the other party commits a material breach of any of the terms of the Contract
and (if such a breach is remediable) fails to remedy that breach within 30 days
of that party being notified in writing of the breach; or
- the other party (being a company) is deemed unable to pay its debts within the
meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is
deemed either unable to pay its debts or has no reasonable prospect of so doing,
in either case, within the meaning of section 268 of the Insolvency Act 1986; or
- the other party has a receiver, manager, administrator or administrative
receiver appointed over its assets or income, has passed a resolution for its
winding-up, or has a petition presented to any court for its winding-up or an
administration order; or
- the other party suspends or ceases, or threatens to suspend or cease, to carry
on all or a substantial part of its business.
- Subject to clause 8.6, if You are a Consumer You have the right to cancel the Contract
by notice to Us in writing within 7 days and receive a full refund at no additional cost
from either; the date the Contract is formed, or the date that You receive confirmation
from Us that the Contract is formed, whichever is the later.
- You will no longer have the right to cancel the Contract set out in clause 8.5 once We
have commenced the Services with Your consent.
- Due to the real time nature of Our Services, where
following termination We are unable to cancel any Services,
We may make a minimum charge to You to cover costs incurred by Us for the provision of these Services.
- On termination of the Contract for any reason You agree that:
- We shall have the right at Our sole discretion to immediately delete Your
account with Us;
- Your entitlement to use any of Our Services will immediately cease;
- Any and all of Your accrued and future rights, including rights in any
accrued and future goodwill, in the Services shall immediately
- You shall have not have any title to or any licence to the whole or any
part of the Service and full ownership and title in shall immediately revert to Us.
- Confidential Information
- Each party undertakes that it shall not at any time disclose to any person any
confidential information concerning the business, affairs, customers, clients or
suppliers of the other party, except as permitted by clause 9.1.2.
- Each party may disclose the other party's confidential information:
- to its employees, officers, representatives or advisers who need to know
such information for the purposes of carrying out the party's
obligations under this Contract. Each party shall ensure that its
employees, officers, representatives or advisers to whom it discloses
the other party's confidential information comply with this clause
- as may be required by law, court order, Dispute Resolution Policy or any
governmental or regulatory authority.
- No party shall use any other party's confidential information for any purpose
other than to perform its obligations under this Contract.
- Intellectual Property
- You acknowledge and agree that You will not own or acquire ownership of any
Intellectual Property Rights in or relating to the Services
other than those rights expressly granted by this Contract.
- Force Majeure
- Neither party shall have any liability under or be deemed to be in breach of
this Contract for any delays or failures in performance of this Contract which
result from circumstances beyond the reasonable control of that party (a "Force
Majeure"). The party affected by such circumstances shall promptly notify the
other party in writing when such circumstances cause a delay or failure in
performance and of when they expect the circumstances to cease to do so. If such
circumstances continue for a continuous period of more than 90 days, either
party may terminate this Contract by written notice to the other party.
- Data Protection
- Any personal data that We obtain from You during the provision of the Services
- Without prejudice to Clause 9.4.1 You acknowledge and agree:
- that any personal data that You provide to Us for the purposes of
providing our Services will be provided to the Registry, Communications Provider or such other regulatory or government authority as is required in
order to provide your Services;
- that details of Your name, address and payment record may be submitted
to a credit reference agency for the purposes of checking your credit
- We have the right to amend this Contract at any time by giving You Notice (as
defined below in clause 9.10). Any such Notice shall not take effect for 28
days. After the 28 day notice period has elapsed any amendments specified in the
Notice shall take immediate effect.
- You may request an amendment to this Contract by giving Us Notice in accordance
with clause 9.10.3.
- We reserve the right not to agree or incorporate into these terms and conditions
any amendments that You may propose pursuant to clause 9.5.2.
- You may not, without Our prior written consent (such consent not to be
unreasonably withheld), assign, transfer, mortgage, charge, declare a trust of
or deal in any other manner with this Contract or any of the rights and
obligations under or arising out of this Contract (or any document referred to
in it), or purport to do any of the same. You may not subcontract or delegate in
any manner any or all of Your obligations under this Contract to any third party
- We may, at any time, assign (absolutely or by way of security and in whole or in
part), transfer, mortgage, charge or deal in any other manner with the benefit
of any or all of Our obligations or any benefit arising under or out of this
- Entire Agreement
- This Contract contains the whole agreement between the parties in respect of the
subject matter of this Contract and supersedes and replaces any prior written or
oral agreements, representations or understandings between them relating to such
subject matter. The parties confirm that they have not entered into this
Contract on the basis of any representation that is not expressly incorporated
into this Contract.
- No failure or delay by Us in exercising any right, power or privilege under this
Contract shall impair the same or operate as a waiver of the same nor shall any
single or partial exercise of any right, power or privilege preclude any further
exercise of the same or the exercise of any other right, power or privilege. The
rights and remedies provided in this Contract are cumulative and not exclusive
of any rights and remedies provided by law.
- If any provision of this Contract is prohibited by law or judged by a court to
be unlawful, void or unenforceable, the provision shall, to the extent required,
be severed from this Contract and rendered ineffective as far as possible
without modifying the remaining provisions of this Contract, and shall not in
any way affect any other circumstances of or the validity or enforcement of this
- Any notice required to be given by Us under this Contract or otherwise, shall be
emailed to You at the email address as given to Us by You in accordance with
- Any notice given in accordance with clause 9.10.1 shall be deemed to have been
whereafter any provisions contained in such notice shall be deemed to take
effect immediately save for the provisions of clause 9.5.1.
- if sent by e-mail, when read; or
- if posted to Your Dashboard, 14 days after such posting,
- Any notice required to be given by You under this Contract, shall be in writing,
signed by a duly authorised representative and shall be sent by pre-paid
first-class post or recorded delivery or by commercial courier, to the other
party at its address as set out below:
or as otherwise notified by Us in accordance with the provisions of this clause
- The Managing Director, YayYay Limited, Unit 4, Riverside Business Park,
Walnut Tree Close, Guildford, Surrey, GU1 4UG, United Kingdom.
- Any notice given in accordance with clause 9.10.3 shall be deemed to have been
duly received if sent by pre-paid first-class post or recorded delivery, at on
the two days after posting; or if delivered by commercial courier, on the date
and at the time that the courier's delivery receipt is signed.
- Third parties
- Save for those rights given to third parties in the Domain Name Conditions, for
the purposes of the Contracts (Rights of Third parties) Act 1999 and
notwithstanding any other provision of this Contract is not intended to, and
does not, give any person who is not a party to it any right to enforce any of
- Law and jurisdiction
- Save as provided in the Domain Name Conditions, this Contract, and any dispute
or claim arising out of or in connection with it or its subject matter, shall be
governed by, and construed in accordance with, the law of England and Wales.
- 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, this Contract or its subject matter.