1. Definitions
1.1. "Yellow” or “Company” means "Yellow Pages (Malta) Ltd"
1.2. "Customer" refers to an individual or entity who intends to purchase or has purchased a subscription, digital marketing campaign solutions, or website solutions from Yellow Pages (Malta) Ltd.
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 or electronically approving the Sales Order/Contract (as defined below under Clause 1.4).
1.3. "Sales Order/Contract" denotes the official documentation that records the Customer's request to obtain services, products/solutions, which may include subscriptions, digital marketing campaign solutions, website, or e-commerce solutions, provided by the Company. A Sales Order/Contract is mandatory for the Customer to access any of the Company's service solutions, including those provided by the Company on a complimentary basis at no cost. The terms "Sales Order" and "Contract" are interchangeable and may be used interchangeably throughout these terms and conditions.
1.4. "Guarantor" shall mean the individual signing or electronically approving the Sales Order regardless of whether or not he/she is the Customer. By so doing the Guarantor personally assumes joint and several liability with the Customer, and thereby guarantees in favour the Company to settle any outstanding balance due to Yellow. The latter commitments hold whether the Customer trades as a sole trader, within any partnership or as a limited liability Company.
1.5. "Agent" means the Advertising Agency acting on behalf of the Customer.
1.6. “Yellow.com.mt” refers to the Company’s local search platform available and not limited to as a desktop website, mobile website and as a smart phone application.
1.7. “Subscription” refers to a contractual arrangement where a Customer, such as an individual or entity, obtains a presence on the yellow.com.mt platform within a specific category. The ranking and digital content options associated with the listing depend on the subscription package chosen by the Customer.
1.8. “Campaign Solutions” refer to the services provided by the Company to promote a Customer's products or services online through various digital marketing channels. These solutions encompass a range of strategies and tactics aimed at enhancing the Customer's online visibility, engagement, and reach. Campaign Solutions may include, but are not limited to, online advertising, search engine marketing (SEM), social media advertising, email marketing, search engine optimisation, articles, digital billboards, and other digital marketing initiatives.
1.9. “Website & E-Commerce Solutions” encompass a range of services provided by the Company aimed at the development, design, hosting, maintenance, and enhancement of a Customer's website. These services may include, but are not limited to, the creation of web pages, graphic design, user interface design, content management, domain registration, and web hosting.
1.10. “Product/Solutions” means any digital marketing solution and subscription solution that may be offered by the Company from time to time. The terms "Products" and "Solutions" are interchangeable and may be used interchangeably throughout these terms and conditions.
1.11. “Digital Assets" refer to any electronic or digital files, data, content, materials, or resources that are provided, created, or used by either party, including but not limited to text, images, graphics, videos, audio recordings, software applications, databases, website files, documents, and any other digital or electronic elements. These assets may be utilized in connection with the services or deliverables specified in the sales order form.
1.12. "Digital Content" refers to any electronic or computer-generated materials, data, files, media, or information that is provided, created, or made available to the Customer as part of the services or deliverables specified in the Sales Order. Digital Content may encompass a wide range of items, including but not limited to text, images, graphics, videos, audio recordings, software applications, databases, website components, downloadable files, and any other digital or electronic elements, either in part or in its entirety as part of a delivered solution.
1.13. In the interpretation of these terms and conditions, expressions denoting the masculine gender shall be deemed to include the feminine and neuter genders, and reciprocally, expressions indicating the singular shall be understood to encompass the plural and vice versa.
2. Materials
2.1. The Customer is responsible for providing Yellow with the necessary Digital Assets when needed for the publishing of Digital Content. This Digital Content must meet Yellow's quality standards and be delivered to Yellow within a reasonable timeframe to meet Yellow's requirements.
2.2. The Customer must ensure that he has the legal right to provide such Digital Assets to Yellow. Yellow does not assume any responsibility for verifying the legality of the supplied material. If the Customer is not the owner of the content, or lacks the proper authorization to possess, handle, forward, use or benefit from the material, and as a result, Yellow incurs any liability, costs, losses, or damages, the Customer agrees to indemnify Yellow for any costs, losses or damages incurred.
2.3. If the Customer fails to deliver unto Yellow within 2-weeks from subscription start date the required Digital Assets necessary to allow Yellow to fulfil and complete the solutions purchased, Yellow reserves the right to fulfil the solution by utilising third-party licensed Digital Assets without seeking the prior consent of the Customer, and the Customer shall have no right to object to such Digital Assets chosen, nor shall this entitle him to cancel his order, terminate his subscription, or refuse to pay the fees owing for his Contract.
3. Content
3.1. The Company reserves the right, at its sole discretion, to decline or refrain from publishing any content, or any part thereof, if it believes that such content violates any applicable law or regulation, infringes upon the rights of any individual or entity, has the potential to mislead the general public, contains offensive, prejudicial, or defamatory material, poses a risk of legal action, business loss, damages, financial repercussions, public criticism, or damage to the Company’s reputation or if it could adversely affect the overall quality and image of the Company. The Company’s decision shall stand irrespective of the legality of the content or its components and shall apply regardless of the contractual agreement between the Customer and the Company.
4. Accuracy of Information
4.1. The standard for accuracy of information to be published as part of the solutions offered by the Company shall be determined as follows:
4.1.1. The Customer's trading name, address, and telephone number(s) as displayed on the Sales Order Form
4.1.2. In the case of non-revenue Sales Orders, based on the written and/or verbal confirmation of the Customer's trading name, address, and telephone number; or
4.1.3. In the case of Sales Orders necessitating electronic payment, the Company will issue a computer-generated Sales Order Form to the Customer which can be signed manually or electronically. This confirmation will distinctly specify the Customer's trading name, address, telephone number(s), and the categories(s) under which the Customer's information is scheduled to be displayed. Unless the Company receives written notification of any modifications to this information from the date of dispatch, the provided data will be deemed as accurate.
4.2. The Company shall not be held accountable for any alterations to the Customer's data made by any third party.
4.3. It is the sole responsibility of the Customer or their authorized representative to promptly notify the Company in writing of any changes to the Customer's trading name, address, or telephone number(s) if required. Until such time as the Company is so notified, the information provided in the Sales Order shall be deemed correct and shall remain valid for all intents and purposes at law.
5. Verifications
5.1. The Company does not bear the responsibility for verifying the legitimacy of any Customer listed as a business on yellow.com.mt or contracting with the Company for the utilization of the Company’s services. Upon accepting a Sales Order form, Customers are confirming that they have the legitimate capacity to conduct business in accordance with local laws.
5.2. The Customer guarantees that he (if trading in an individual’s own name) or the entity (in the event that the Customer is a Company or other corporate entity) hold the requisite licenses, authorizations, and required permits within their respective profession to provide the service. In the event of any violation of this provision, the Customer shall exclusively assume full responsibility, and the Company shall not incur any losses or costs and shall be promptly indemnified by the Customer.
6. Limitation of Liability
6.1. Under no circumstances shall the Company be held liable in contract, or otherwise, for loss (whether direct or indirect) of profits, business, or anticipated savings or for any direct, indirect or consequential loss whatever arising out of any errors or omissions of the Company, its officials, employees, agents or sub-contractors.
7. Business Listings Ranking on yellow.com.mt
7.1. Business listings are arranged in a series of rows and will be ranked according to the subscription purchased by the Customer. Listings/landing pages of the same ranking will be rotated on a regular basis to give same ranking Customers equal advertising exposure.
7.2. Non-paying listings/landing pages shall be ranked in alphabetical order following the next available rank after the listings/landing pages with paid rank.
7.3. The Company is precluded from disclosing details and sensitive data concerning other Customers and their orders, and in this respect limits its undertaking only to a guarantee that the ranking shall be as stipulated above.
8. Indemnification
8.1. The Customer, and his Agent as the case may be, shall keep the Company indemnified from and against all proceedings, claims, demands, damages, fines, costs, expenses and charges brought, made or awarded against the Company or its employees or agents arising out of, or in connection with, any Digital Content, actual, alleged or inadvertent defamation, mis-description, false trade description of goods and services offered, as well as errors/omissions or infringement of copyright, trademark, service mark, design right or privilege.
8.2. t shall remain the sole responsibility of the Customer to ensure that the published content, or the featuring of his trade or business on yellow.com.mt or any of Yellow’s third-party channels, shall at all times be compliant with all laws and regulations applicable to said trade or business.
8.3. The Customer shall hold Yellow harmless for any liability or loss it may suffer as a result of such infringement. If Yellow, for any reason whatsoever, shall suffer any liability or loss consequent to the Customer's failure to comply with any such law and/or regulation, the Customer shall immediately indemnify Yellow with all losses incurred, together with related charges, including all legal costs and fees.
9. 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 category designated on yellow.com.mt. The Customer further warrants that he is the owner of any copyright material, brand name, trademark, service mark, supplied images or logo ("material") to be incorporated into the Digital Content, or as the case may be, that he has been duly authorised by the right holder of such material to engage in the business or profession described in the classification category designated.
9.2. The Customer hereby assumes full responsibility for the provided material and releases the Company from any associated liabilities. The Customer absolves the Company from any claims that may arise instituted by third parties and shall indemnify the Company for any resulting damages and losses.
10. Force Majeure
10.1. The Company shall not be held in breach of contract should it not publish the Digital Content or otherwise fail to honour its contractual obligations due to any cause that is 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, disease, pandemic. The act or omission of any party for whom the Company is not responsible, or any other circumstance, natural or otherwise. This exemption applies regardless of any official terminology, classification or announcement by any Government or authority, and it extends to situations that are beyond the Company’s control or which effectively impede, hinder, restrict or adversely affect its operations, services or a part thereof.
10.2. The Company reserves the right at its sole discretion to accept or refuse any request or attempt to change or waive any of these terms and conditions by reason of a force majeure event.
11. Subscriptions on a Good-Till-Cancelled Basis
11.1. Contract Term shall refer to the initial term which, unless otherwise stipulated on any Subscription shall be for an obligatory di fermo period of 12 months from the effective subscription start date, and such period shall be automatically renewed for a similar term on a good till cancelled basis.
11.2. "Good Till Cancelled" means that the Subscription will continue indefinitely until either party provides written notice of cancellation as specified in Section 11.3.
11.3. Cancellation by Customer: The Customer may request to cancel the Subscription after the 12-month obligatory period, by providing written notice to the Company at least 60 days before the desired termination date.
11.4. Invoices After Cancellation Request: In the event of a cancellation request, the next scheduled invoices shall still be charged in full, regardless of the remaining notice period.
11.5. Re-negotiation: Upon receiving a cancellation request, a Company representative will schedule a meeting with the Customer to discuss the reasons for cancellation and explore potential solutions. An effective contract can only be fully cancelled by a new contract signed for after the meeting with the Customer is held.
11.6. In the event that the Customer refuses or fails to meet with a company representative as stipulated in the preceding paragraph, the Company shall sever all ties with the Customer and the Company will take necessary actions, as deemed fit, without any obligation to notify or give notice to the Customer of same.
12. Termination by Company
12.1. The Company reserves the right to terminate any Contract and discontinue Services if the Customer breaches any terms or conditions specified herein or fails to make payments in accordance with the payment terms.
12.2. In the event of termination by the Company, written notice will be provided to the Customer as per information provided in terms of Clause 4 above.
13. Repricing
13.1. Repricing Authority: The Company reserves the right to initiate repricing of solutions whenever it deems it necessary.
13.2. Notification: The Company shall provide written notice to the Customer in the event of a repricing action.
13.3. Valid Reasons for Repricing: Repricing may be initiated by the Company under the following circumstances, among others:
13.3.1. Significant changes in the cost of supply and fulfilment of solutions.
13.3.2. Changes in market conditions, including fluctuations in supply and demand.
13.3.3. Regulatory changes affecting the pricing structure.
13.3.4. Extraordinary events or force majeure circumstances.
13.4. Frequency of Repricing: Repricing may occur as necessitated by circumstances outlined in Section 13.3.
13.5. Effective Date: Repricing shall take effect as per communicated.
14. Notices
14.1. Any notice or other communication required to be given or served upon the Customer under these terms and conditions shall, except where otherwise provided, 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 at the address/es, or using the information, provided as specified in clause 4 above. It is the sole responsibility of the Customer to keep contact information updated at all times and to promptly notify the Company of same. Failure to do so will render notification as per Customer’s original contact information provided as valid.
14.2. Yellow's address for service shall be 7, Triq il-Pitkali, Marsa MRS 2293, or such other address as may be notified to the Customer or his Agent.
15. Applicable Law
15.1 These conditions shall be subject to and construed and interpreted in accordance with the Laws of Malta.
16. Data Protection Statement
16.1. Yellow 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.
16.2. The Customer acknowledges that Yellow 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 the services and solutions offered. 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.
16.3. In the publishing of all content, the Customer acknowledges and accepts Yellow’s Privacy Policy which is available on this website.
17. Digital Content Publishing
17.1. Due to the digital nature of the published content, Yellow, may not seek prior approval for the content's publication on its own channels or any of its third-party channels, as necessary adjustments can be made when needed, unless there is a fee associated with these modifications. Nevertheless, Yellow will provide the Customer with the content for review before publication.
The Customer acknowledges that unless communication within 48 business hours is made with the Company requesting any amendment/s, such content will be considered approved without the necessity of written approval from the Customer.
17.2. Copyright and/or any other intellectual property right concerning any of the published solutions shall pertain to the Customer once paid for. Until such payment is received by the Company, all such rights shall remain the exclusive property of Yellow.
17.3. The Customer is hereby granting Yellow the right to post any of the generated content on any existing and future portal operated by Yellow, as well as any other third-party platform provided this shall serve, in the opinion of Yellow, the specific purpose of promoting the Customer, and for Yellow’s own promotional purposes.
18. Website & E-Commerce Solutions
18.1. Upon specific instructions Yellow shall design and produce a website for the Customer's use, provided that the Customer furnishes Yellow with all requisite Digital Assets and assistance as may be required to this end.
18.2. All websites designed and produced by Yellow upon the specific instructions of the Customer shall also be hosted and maintained by Yellow throughout the agreed period, in such a way that it remains operational. The service provided may include the setting up of a tracking system under Google Analytics or any similar service provider to enable the Customer to obtain regular reporting on the performance of the solution. For reasons of data protection, access to Google Analytics, or any similar tracking system, shall be limited to and exclusive to Yellow. Nevertheless, Yellow undertakes to provide the Customer with monthly reports generated therefrom, and which shall be sent to it on a pre-agreed email address.
18.3. Yellow's obligations are contingent upon the client providing all necessary information and materials in a timely manner, and any failure to do so may result in delays or errors for which Yellow shall not be held responsible.
18.4. Yellow shall not be responsible for any suspension, interruption, curtailment or default of service or internet connection. The Customer hereby releases and exonerates Yellow from any liability for any damages or losses ensuing the suspension, interruption, curtailment, or default of internet connectivity, including but not limited to force majeure. Without prejudice to this exoneration, Yellow shall provide support during office hours (Monday to Friday between 9am-5pm) to ensure as much as possible the smooth running of the website.
18.5. Yellow shall endeavour to reserve and register the domain name in order of preference as submitted by the Customer in the Sales Order, provided the preferred names are submitted to Yellow within seven (7) working days from the placing of the sales order. In any event, Yellow shall assume no liability if the domain names are not available for registration. If none of the preferred choices are available, Yellow shall immediately advise the Customer. In such an event the Customer may opt to terminate the Contract, limitedly and only insofar as concerns the order for the provision of domain names and website services.
18.6. The Customer accepts that Yellow 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 Yellow 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.
18.7. Yellow shall bear no liability in respect of the use or misuse of the domain name by the Customer. The Customer hereby exonerates and holds Yellow 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 Yellow 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.
18.8. The Customer acknowledges and agrees to submit itself to the terms and conditions of the relevant registry and undertakes in favour of Yellow to comply with such terms and conditions at all times.
18.9. Intellectual property rights concerning the Website Products pertain to Yellow alone, regardless of the Customer. Website and E-Commerce solutions shall at all times remain the sole and exclusive property of Yellow, and the Customer’s rights shall be limited to the material which he has provided and paid for, provided that such material is his intellectual property.
18.10. All registrations shall be made in the name of Yellow, and save as otherwise specified herein, the Customer shall have no rights over the Solution, but shall only make use of it subject to these terms and conditions and with all other agreements or obligations towards Yellow, for the purposes of promoting and conducting his business / profession, or for advertising his products / services.
18.11. The content, images and intellectual property rights featured within the website shall pertain to the Customer. In engaging Yellow to provide these services, the Customer is hereby automatically, unconditionally and irrevocably authorizing Yellow to use the content, images and intellectual property rights pertaining to the Customer, 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 Yellow's own promotional purposes, without the need for any further approval or confirmation Save as otherwise provided in these terms and conditions, Yellow undertakes to make no other use of the content without having first obtained the Customer's written authorisation.
18.12. The Customer agrees that the placing by the Customer of Digital Assets in any public medium, forum or space in itself signifies that the Customer is the rightful owner of such Digital Assets. In any event and without prejudice to the above, the Customer agrees and undertakes to hold Yellow harmless for the use of such Digital Assets, 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 it using such Digital Assets.
18.13. The Customer shall not transfer all or part of the Website Solution or E-Commerce Solution 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 said product.
18.14. The Customer shall make use of the Website Solution or E-Commerce Solution in a legitimate manner, and hereby undertakes in favour of Yellow 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.
18.15. The Customer shall assume full responsibility for the use of the Website Solution or E-Commerce Solution, regardless of whether such use is permitted under these terms and conditions or not. The Customer shall indemnify Yellow 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.
18.16. Yellow 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.
18.17. Upon termination, however this may come about, the domain name will be transferred back to the Customer upon request in writing or email if the domain name renewal has not lapsed and is still under the control of Yellow at a pre-established administrative fee.
