1.1 "YPL" means "Yellow Pages (Malta) Ltd"
1.2 "Customer" means the person named on the AOF as Customer who wishes to have Advertisements inserted on Yellow, Discover Local. Where the customer is a company or other corporate entity this is to be specifically stated; in default, the customer shall be deemed to be that person signing the AOF.
1.3 "Guarantor" shall mean the person signing this form who guarantees in his own personal name to pay any balance due to YPL should the customer fail to pay as agreed, whether the customer trades as a sole trader, any partnership or limited liability Company.
1.4 "Agent" means the Advertising Agency acting on behalf of the Customer.
1.5 "Advertisement Order Form (AOF)" means the standard form for the time being used by YPL and by the completion and submission of which to YPL, the Customer orders Advertisements.
1.6 "Advertisement" means any product offered by YPL more specifically referred to on the Advertisement Order Form.
1.7 "Yellow Discover Local" means the search platform offered by YPL on a variety of media including but not limited to the printed directory, the website, the mobile website, the smart phone application and the eBook application into which Advertisements may be inserted.
1.8 "Order Change" means a Change to the Advertisement size, classification (Heading) or quantity.
1.9 "Copy Date" means the final date for the supply of artworks or other materials notified to the Customer by YPL.
1.10 "Website Products" means the provision of domain name(s) and the creation and hosting of website(s) for customers.
1.11 Words denoting the masculine gender include the feminine and neuter and vice versa and words denoting the singular include the plural and vice versa.
2.1. The Customer shall supply to YPL whenever appropriate such materials or electronic data as may be required by YPL to publish the Advertisements, such materials to be of quality suitable to YPL's use and to be delivered to YPL's Offices in sufficient time to suit YPL's production requirements. All advertising material will be supplied to YPL on a non returnable basis. The customer shall ensure that such materials are legitimately forwarded to YPL. YPL shall assume no responsibility over the legitimacy of such material. In the event that the customer is not the proprietor of such material or is not authorized to possess, handle, forward or utilize said material, as a result of which YPL may suffer any costs or damages, the customer hereby undertakes to indemnify YPL with all costs and damages sustained.
3.0 Advertisement Content
3.1 YPL shall not be obliged to accept or publish any Advertisement or any part thereof which it considers in its sole discretion to be contrary to or infringes the terms of legislative provisions, 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 defamatory or is likely to subject YPL to prosecution, criticism or embarrassment notwithstanding the existence of a contract between the Customer and YPL, or which might effect the final quality and image of the directory.
4.0 Correctness of Entries
4.1 The criteria for correctness in the directory as subscribed shall be, either:
a) The Customer's trading name, address and telephone number/s as shown on the face of this document; or
b) In the case of non revenue orders, the written and / or verbal confirmation of the Customer's trading name, address and telephone number; or
c) In the case of revenue orders for which payment has been effected electronically, YPL shall mail the Customer a computer generated Confirmation of this Advertisement Order specifically identifying the Customer's trading name, address and telephone number/s including, the heading/s he shall be featuring under, and unless YPL is informed in writing of any changes to such data within two (2) weeks from mailing, said data shall be deemed correct.
YPL is not responsible for the telephone number changes made by any party. It is the responsibility of the Customer or his Agent to inform YPL in writing of any change in Customer's trading name, address or telephone number/s before the copy date.
5.0 Limitation of Liability
5.1 In the event of any error or omission whether or not arising from negligence the Customer shall be entitled to compensation of such part (not exceeding the whole) of the charge for the Advertisement concerned as is fair and reasonable having regard to the nature of the error or omission.
5.2 Under no circumstances shall YPL be held liable in contract to, or otherwise for loss (whether direct or indirect) of profits, business or anticipated savings or for any indirect or consequential loss whatever arising out of any errors or omissions.
6.1 YPL will provide the Customer with a proof of all Display Advertisements prior to publication. However, it is understood that if proofs sent to the Customer or his Agent are not confirmed in writing within the time set forth on the proof sheets, the said proofs shall be assumed to be correct and advertisements will be printed as is. In the event of any errors or omissions, the Customer or his Agent shall not be entitled to any form of compensation and shall keep YPL indemnified as per Condition 8.0.
7.0 Layout of Advertisements and Directories
7.1 Display Advertisements are generally arranged in order of size, loyalty & date of booking sequence but final decision is arranged at YPL's sole discretion to optimise Directory layout and paper usage. Therefore, YPL neither gives nor makes any warranty condition or undertaking whatsoever whether express or implied as to the page or position any Advertisement will appear within the Directory.
7.2 All in-column advertisements shall be published alphabetically by YPL in the size and type style used by YPL for the printing of the directory.
7.3 With reference to the electronic media, Display Adverts are sorted by order of size, loyalty and date of booking, whilst in-column advertisements are sorted in order of expenditure followed by the criteria mentioned in clause 7.2.
8.1 The Customer or his Agent shall keep YPL indemnified from and against all proceedings, claims, demands, damages, fines, costs, expenses and charges taken, made or awarded against YPL or its employees or agents arising out or in connection with any Advertisement including actual alleged or inadvertent defamation, mis-description, false trade description of goods and services offered, error/omission or infringement of copyright, trade mark, service mark, design right or privilege.
9.0 Intellectual Property Rights
9.1 The Customer warrants that he is duly qualified and/or authorised to engage in the business or profession described in the classification (Heading) designated. The customer further warrants that he is the owner of any copyright material, brand name, trade mark, service mark, supplied images or logo ("material") to be incorporated into the Advertisement, or as the case may be, that he has been duly authorised by the rightholder of such material to engage in the business or profession described in the classification (Heading) designated. The customer hereby assumes full responsibility for such material, and exonerates YPL from any liability caused by such material, holding YPL harmless against any claims that may be directed towards it by third parties, and undertaking to indemnify YPL for any damages and losses suffered in this regard.
10.0 Force Majeure
10.1 YPL 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, or other competent authority, war, military operations or riot; the act or omission of any party for whom YPL is not responsible.
11.1 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 fax, by email, or delivered by hand.
11.2 YPL's address for service shall be Directories Building, Triq il-Pitkali, Marsa MRS 2293, or such address as may be notified to the Customer or his Agent.
12.0 Applicable Law
12.1 These conditions shall be subject to and construed and interpreted in accordance with the Laws of Malta.
12.2 It shall remain the sole responsibility of the customer to ensure that the placing of an advertisement, or the featuring of his trade or business on Yellow, Discover Local, shall at all times be compliant with all laws and regulations applicable to said trade or business. The customer hereby holds YPL harmless for any liability or loss it may suffer as a result of such infringement. In the event that YPL, for any reason whatsoever, shall suffer any liability or loss consequent to the customer's failure to comply with any such law and regulation, the customer shall immediately indemnify YPL with all losses incurred, together with related charges, including all legal costs and fees.
13.0 Data Protection Statement
13.1 YPL is committed to the highest standards in the processing of personal data and shall process any personal data found herein according to the Data Protection Act and any other applicable law.
13.2 The customer acknowlegdes that YPL may be obliged to disclose data according to law, and also that it may have to share, transfer or disclose data for the provision of services on Yellow Discover Local or for services relating to website products. In this regard and provided this shall be carried out according to law, the customer hereby consents to such retention, storage, sharing and disclosure of data.
14.0 Website Products
14.1 'The Product' shall mean the domain name and website, registered and created by the company for the customer.
14.2 The company shall design, produce a website for the customer's use provided that the customer furnishes the company with all requisite artwork, content, data and assistance as may be required to this end. Such approval shall be made by the customer.
14.3 The Service shall mean the service provided by the company to host and maintain the website for the customer throughout the agreed period, in such a way that it remains operational. "The service shall include the setting up of a tracking system under Google Analytics or any similar service provider in order to enable the customer to obtain regular reporting on the performance of the Product. For reasons of data protection access to Google Analytics or any similar tracking system shall be limited to and exclusive to YPL. Nevertheless YPL undertakes in favour of the customer, who accepts, to provide it with monthly reports generated therefrom, and which shall be sent to it on a pre-agreed email address".
14.4 The company shall not be responsible for any suspension, interruption, curtailment or default of service or internet connection. The customer hereby holds the company harmless and exonerates it from all liability for any damages ensuing the suspension, interruption, curtailment or default of internet connectivity, including but not limited to force majeur. Without prejudice to this exoneration, the company shall provide support during office hours (Monday to Friday between 9am-5pm) in order to ensure as much as possible the smooth running of the website.
14.5 The company shall endeavour to reserve and register the domain name in order of preference as submitted by the customer in the advertisement order, provided the preferred names are submitted to the company within seven (7) working days from placing of the advertisement order. In any event, the company shall assume no liability if the domain names are not available for registration. If none of the preferred choices are available the company shall immediately advise the customer. In such an event the customer may opt to terminate the advertisement order, limitedly and only insofar as concerns the order for the provision of domain names and website services.
14.6 The customer accepts that the company may be asked to disclose to the relevant registry, such details as may be required to complete the registration of a domain name. Accordingly the customer hereby grants full authorisation to the company to disclose such data for these purposes, and further acknowledges that the registry may in turn allow third parties to access its register for the purpose of obtaining information about the registration of the domain name or any other related purpose.
14.7. The company shall bear no liability in respect of the use or misuse of the domain name by the customer. The customer hereby exonerates and holds the company harmless for any liability arising from such use or misuse, including but not limited to any responsibility towards third parties concerning intellectual property rights, be they registered or unregistered, or any other rights. The customer hereby warrants in favour of the company that neither the registration of the domain name nor the manner in which the domain name is used, breaches or shall infringe the rights of any third party.
14.8. The customer acknowledges and agrees to submit itself to the terms and conditions of the relevant registry, and undertakes in favour of the company to comply with such terms and conditions at all times.
14.9. The product shall at all times remain the sole and exclusive property of the company, and the customer shall be allowed to use the product subject to these terms and conditions and provided further that he shall remain compliant with all other agreements or obligations towards the company. All registrations shall be made in the name of the company, and save as otherwise specified herein, the customer shall have no rights over the product. The company is to retain all proprietary rights over the product, including, but not limited to, all intellectual property rights and other pertinent rights, and the use granted to the customer shall in no way be construed as conferring any rights to the customer. The customer shall not own the product or any part of it, but shall only make use of it for the purposes of promoting and conducting his business / profession, or for advertising his products / services.
14.10 Upon placing an order the customer is automatically, unconditionally and irrevocably authorizing YPL to freely make use of any images which the customer may have publicly displayed in any manner and on any medium, and this specifically for the provision of website services, without the need for any further approval or confirmation. The customer agrees that the placing by the customer of such images in any public medium, forum or space in itself signifies that the customer is the rightful owner of such images. In any event and without prejudice to the above the customer agrees and undertakes to hold YPL harmless for the use of such images, and to indemnify it from and against any claim made by any third party, including any loss or damage it may sustain as a consequence of its using such images.
15.1 The content, images and intellectual property rights featured within the website shall pertain to the customer. In engaging the company to provide these services, the customer is hereby granting the company full and unrestricted authorisation to use the content, images and intellectual property rights, including any images which the customer may have publicly displayed in any manner and on any medium, for the specific purpose of providing the said services, and also for the company's own promotional purposes. The Company undertakes to make no other use of the content without having first obtained the customer's written authorisation
15.2. The customer shall not transfer all or part of the product to third parties in any manner and under any title whatsoever, nor shall it grant or allow unauthorised third parties the use of all or part of the product.
15.3. The customer shall make use of the product in a legitimate manner, and hereby undertakes in favour of the company to observe all laws applicable while this agreement shall remain in force. The customer shall not alter or in any way modify or copy or reproduce all or part of the product. In particular, the customer is hereby prohibited from altering or removing any copyright notice or proprietary legend contained in or on the product.
15.4. The customer shall assume full responsibility for the use of the product, regardless of whether such use is permitted under these terms and conditions or not. The customer shall indemnify the company for any and all liability and/or losses it may suffer as a result of the use of the product, be it authorised or not.
15.5. The company reserves the right to terminate the service if the customer has breached any or all of these terms and conditions, or is being wound up or becomes insolvent or enters into liquidation, receivership, administration, voluntary arrangement or other composition with creditors or some analogous event in each case, other than for the purposes of a solvent reorganisation.
15.6. Upon termination, however this may come about, the domain name will be transferred back to the client upon request in writing or email if the domain name renewal has not lapsed and is still under the control of YPL.