1.1 "Yellow” or “Company” means "Yellow Pages (Malta) Ltd"
1.2 "Customer" means the person named on the Advertisement Order Form, as Customer who wishes to have Advertisements inserted on the Yellow, Discover Local portal or other website from time to time operated by Yellow. 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.
1.3 "Guarantor" shall mean the person signing or electronically approving this form / electronic form who guarantees in his own personal name to pay any balance due to Yellow 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 sales order or other standard form used from time to time by Yellow and by the completion and submission of which to Yellow, the Customer orders Advertisements.
1.6 "Advertisement" means the advertisement specifically Yellow requested or placed by the Customer with Yellow on the Advertisement Order Form.
1.7 "Yellow, Discover Local" means the search platform offered by Yellow on a variety of media including but not limited to this website, the mobile website and the smart phone application into which Advertisements may be inserted.
1.8 “Product” means any; Advertisement, Business Article, Website Product, and any other product which Yellow may from time to time offer.
1.9 “Business Article” means any article or other content written by Yellow for the Customer.
1.10 "Website Product/s" means the provision of domain name(s) and/or the creation, including the design and production, and/or hosting of website/s for Customers.
1.11 "Order Change" means a Change to the Advertisement size, classification (Heading) or quantity.
1.12 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 Yellow whenever appropriate such materials or electronic data as may be required by Yellow to publish the Advertisements, such materials to be of quality suitable to Yellow's use and to be delivered to Yellow's possession in sufficient time to suit Yellow's requirements. All advertising material will be supplied to Yellow on a non-returnable basis. The Customer shall ensure that such materials are legitimately forwarded to Yellow. Yellow 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 Yellow may suffer any liability, costs, losses or damages, the Customer hereby undertakes to indemnify Yellow with all losses sustained.
3.0 Advertisement Content
3.1 Yellow 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, any law or regulation, 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 Yellow to liability, prosecution, seizure or loss of business, damages, financial loss, criticism or embarrassment, or which might affect the final quality and/or image of this website or Yellow’s image or reputation, regardless of the legitimacy of the Advertisement or its contents, and notwithstanding the existence of a contract between the Customer and Yellow.
4.0 Correctness of Entries
4.1 The criteria for correctness in the Yellow, Discover Local portal or any other website operated by Yellow as subscribed shall be, either:
a) The Customer's trading name, address and telephone number/s as shown on the AOF; or
b) In the case of nonrevenue 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, Yellow 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 Yellow is informed in writing of any changes to such data within two (2) weeks from mailing, said data shall be deemed correct.
Yellow shall not be responsible for any changes to the Customer’s data made by any party. It shall at all times remain the responsibility of the Customer or his Agent to inform Yellow in writing of any change in the Customer's trading name, address or telephone number/s before publication.
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 Yellow be held liable in contract, 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.
6.0 Layout of Advertisements
6.1 Advertisements are arranged in a series of rows and will be ranked according to the package purchased by the Customer. Advertisements of the same ranking will be rotated on a regular basis to give same ranking Customers equal advertising exposure.
6.2 Non-paying landing pages shall be ranked in alphabetical order after paying Customers.
6.3 Yellow 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.
7.1 The Customer or his Agent shall keep Yellow indemnified from and against all proceedings, claims, demands, damages, fines, costs, expenses and charges taken, made or awarded against Yellow or its employees or agents arising out of, 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.
8.0 Intellectual Property Rights
8.1 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 right holder of such material to engage in the business or profession described in the classification (Heading) designated.
8.2 The Customer hereby assumes full responsibility for such material, and exonerates Yellow from any liability caused by such material, holding Yellow harmless against any claims that may be directed towards it by third parties, and shall indemnify Yellow for any damages and losses suffered in this regard.
9.0 Force Majeure
9.1 Yellow shall not be held in breach of contract should it not publish the Advertisement 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 Yellow is not responsible, or any other circumstance natural or otherwise, and regardless of any official terminology, classification or announcement by any Government or authority, which is beyond its control or which effectively prohibits, hinders, restricts or adversely affects it operations, services or part thereof.
9.2 Yellow 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.
10.0 Renewal and Cancellation of Advertisement
10.1 An Advertisement is advertised for a period of 1 year from date of confirmation of order, or any other period/s specifically stipulated in the AOF. Such period shall be automatically renewed, for similar periods unless the Customer or his Agent gives notice of termination to Yellow, in accordance with 11.1 (Notice clause), a month before the expiration of such period.
10.2 It shall not be possible for the Customer or his Agent to cancel an Advertisement before the lapse of 1 year or as the case may be, prior to the end date/s stipulated in the AOF. Provided that Yellow retains the prerogative to allow for such cancellation, subject to a charge or other conditions it may deem fit.
10.3 No Advertisement shall be deemed to have been cancelled and/or terminated until Yellow has issued an acceptance of cancellation/termination in writing.
10.4 Yellow may (without prejudice to any other right or remedy) remove any Advertisement or refrain from proceeding with any other Advertisement order by the Customer and to refuse any further Advertisement so ordered without penalty and with immediate effect if the Customer or his Agent:
10.4.1 Fails to pay when due any sum payable under the AOF, including any immediate payment/s,
10.4.2 Fails to observe or perform the Conditions in the AOF.
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 Yellow's address for service shall be 1, 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 shall hold Yellow harmless for any liability or loss it may suffer as a result of such infringement. In the event that 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.
13.0 Data Protection Statement
13.1 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.
13.2 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 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 Business Articles
14.1 Yellow will provide the Customer with a proof of the Business Article prior to publication. The Customer shall be allowed a maximum of 7 working days to request an amendment. Yellow will notify the Customer when the article is published online.
14.2 Copyright and/or any other intellectual property right concerning the Business Article shall pertain to the Customer once this is paid for. Until such payment is received, all such rights shall remain the exclusive property of Yellow.
14.3 The Customer is hereby granting Yellow the right to post Business Article on any existing and future portal or website operated by Yellow, as well as any other portal or social media provided this shall serve, in the opinion of Yellow, the specific purpose of promoting the Customer, and also for Yellow’s own promotional purposes.
15.0 Website Products
15.1 Upon specific instructions Yellow shall design, and produce a website for the Customer's use provided that the Customer furnishes Yellow with all requisite artwork, content, data and assistance as may be required to this end. Such approval shall be made by the Customer.
15.2 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 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 Yellow. Nevertheless Yellow 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.
15.3 Yellow shall not be responsible for any suspension, interruption, curtailment or default of service or internet connection. The Customer hereby holds Yellow harmless and exonerates it from all 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) in order to ensure as much as possible the smooth running of the website.
15.4 Yellow shall endeavor 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 Yellow within seven (7) working days from placing of the advertisement 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 advertisement order, limitedly and only insofar as concerns the order for the provision of domain names and website services.
15.5 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.
15.6 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.
15.7 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.
15.8 Intellectual property rights concerning the Website Products pertain to Yellow alone, regardless of the Customer. Website Products 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.
All registrations shall be made in the name of Yellow, and save as otherwise specified herein, the Customer shall have no rights over the Product, 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
15.9 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.
15.10 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 Yellow 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.
15.11 The Customer shall not transfer all or part of the Website 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 said product.
15.12 The Customer shall make use of the Website Product 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.
15.13 The Customer shall assume full responsibility for the use of the Website Product, 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.
15.14 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.
15.15 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 Yellow.