These Terms and Conditions apply to the placement of directory advertising (including directory listings) by Advertiser in the telephone directory. The term
“the Directory” refers to the book, website or mobile app listing individuals or organization’s alphabetically or categorically with details such as names,
addresses, list of services offered and telephone numbers offered by Yello Media Group Ltd. (“YMG”) or any of its subsidiaries. Any reference to “Territory” refers to the Territory as defined in the Contract.
The terms “YMG”, “Advertiser” and “Directory Sales Agent” refer to the parties described in the Directory Advertising Contract (“the Contract”) signed by the
Advertiser and include their successors in title and assigns. “Territory” refers to the territory specified in the Contract.
Internally Billed – Invoices sent to Advertiser by YMG
Telco Billed – Invoices sent to Advertiser by FLOW
1. YMG agrees to insert the directory advertising specified in the Contract into the Directory to be published in the Territory following Advertiser’s execution of the Contract, subject to these Terms and Conditions.
2. These Terms and Conditions become binding on the parties when the Contract has been signed by Advertiser or its authorized representative, or either the Advertiser or its authorized representative has agreed to the terms in any written manner, including email confirmations, and has been accepted by YMG or by its authorized representative and continues in force until terminated by either party in writing giving not less than 30 days’ notice provided that all sums due under the Contract up to the effective date of termination shall remain due and payable. For the avoidance of doubt, email will suffice as a means of giving notice for the purposes of this clause. Unless otherwise advised by YMG, these Terms and Conditions shall apply with equal effect to all renewals and extensions of the Contract.
3. Advertiser understands and agrees that YMG does not guarantee the position of directory advertising in the Directory. Further, YMG reserves the right to make changes in the classified headings in the Directory that in YMG’s judgment best serve the purposes of the Directory.
4. Advertiser understands that when directory advertising is supplied for publication in the Directory the same directory advertising can also be used in the publication of a mini-directory, and/or on the internet in other directory products and may also be used in any promotional material produced by YMG’s publishers or YMG.
5. Advertiser agrees to provide in a timely fashion and in such format and medium as may be specified by YMG, all content (i.e. graphics, artwork, advertising, photographs, text, data, trademarks, trade names, logos or other materials, hereinafter referred to as “Content”) to be included in the directory advertising. Advertiser understands that Content will not be returned to Advertiser and accepts that YMG bears no responsibility or liability for failure to return Content, or for any loss incurred thereby.
6. By submitting Content to YMG for the purpose of this Contract, Advertiser grants YMG a royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, reproduce, modify, create, derive works from, adapt, publish, edit, distribute, and display Content without any limitation in the Directory and in any media or any form now known or later developed for the purpose of providing directory advertising. Advertiser agrees to evaluate, and bear all risks associated with, the use of any Content, including a reliance on the accuracy, completeness, or usefulness of Content.
7. Advertiser warrants that it is duly authorised to engage in the business or profession described in its directory advertising. Advertiser further warrants that it owns Content appearing in the directory advertising or has obtained permission from the owners of Content to use Content in the directory advertising and that YMG ‘s use of the Content will not violate the patent, copyright, trade secret, trademark or other proprietary rights (including without limitation any privacy rights) of any third party or any applicable laws or regulations. Advertiser further warrants the truth and accuracy of all statements, representations, warranties, facts and opinions expressed in its directory advertising.
8. Advertiser agrees to indemnify, defend and hold YMG, it’s agents and any party to whom YMG assigns responsibilities or outsources work in connection with this Contract harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, and attorney’s fees, arising from or as a result of any breach of any warranties or representations made by Advertiser.
9 .YMG reserves the right, at all times, to reject or discontinue, without liability, any directory advertising which in YMG ‘s sole discretion it deems to be obscene, vulgar, pornographic, violating law or third party rights, implies that YMG endorses Advertiser’s products and services or does not comply with any published YMG Media Rules Guidelines. In the event of any such rejection or discontinuance by YMG, the Advertiser shall be granted either (to be determined solely by YMG) a rebate of the fees paid to YMG or be offered an alternate product of similar cost.
10. Advertiser agrees to pay all charges as set out in the Contract including monthly charges which will be invoiced to the Advertiser via Telco Billing or Internal Billing. Advertiser agrees to pay such charges on or before the date stated on the invoice. Advertiser understands and agrees that in the event of any default in payment, Advertiser’s account may be placed with a collection agency and Advertiser will be liable for any collection costs incurred. In addition, Advertiser authorizes YMG to suspend or terminate any other service that Advertiser may have with YMG for failure to pay such charges.
11. The Advertiser undertakes to pay the Fees due pursuant to this Contract in addition to the other remedies available to use. Fees may include monthly service, setup, activation, reconnection, administrative and any applicable taxes. If any amount owing by the Advertiser under this Contract is overdue by 45 days or more, in addition to the other remedies available to YMG, an interest rate of 1% per month compounded monthly (12% per year) applies to any amount remaining unpaid after the due date.
12. YMG may charge the Advertiser for additional costs related to account activities including suspensions, disconnection, reconnection costs as well as collection efforts due for non-payment, returned or rejected payments (which shall also be considered as Fees). Non-sufficient funds fee and any other relevant fees, as applicable, will apply on any payments returned from the Advertiser’s financial institution.
12.1 Upon the contract becoming binding, the Advertiser agrees to pay the full value of any Telco Billed invoices in accordance with the contract for each advertising item specified on the face of this contract in advance or on a monthly basis commencing on the next printed Directory issue, for the life of the printed Directory. For the purposes of these charges, the life of the printed Directory shall be a minimum of 12 months and a maximum of twenty ·four (24) months.
12.2 For the avoidance of doubt, the Print Directory life cycle referenced in 12.1 above have no effect on the term of contract, which can only be determined by clause 2 of these terms and conditions.
13. The Advertiser acknowledges that the Contract is strictly conditional upon YMG’s approval of the Advertiser’s credit worthiness. The Advertiser acknowledges that YMG may conduct all usual commercial credit enquiries with third parties regarding the Advertiser’s solvency and credit worthiness and disclose to third parties information regarding the Advertiser’s credit in order to update the Advertiser’s credit status. The Advertiser hereby consents to the disclosure to YMG of such credit information which any duly licensed credit bureau may have in regard to Advertiser. The Advertiser also consents to YMG providing the consent herein to any duly licensed credit bureau by electronic means. The Advertiser consents to the duly licensed credit bureau providing its credit information to YMG by electronic means. Advertiser’s consent herein shall remain valid and binding until it is expressly revoked by Advertiser however such consent cannot be revoked during the term of any Contract which Advertiser has with YMG. The Advertiser agrees that in the event of any changes in the Advertiser Services (such as increase in spend) and/or credit status (such as default or late payments), YMG may at its sole discretion review the client’s credit and requests additional credit conditions. YMG may cancel the Contract if it deems, at its sole discretion, that the Advertiser’s credit is not satisfactory.
14. The client acknowledges that failure in meeting and fulfilling required credit conditions on time could impact YMG’s delivery of the Advertising Services.
15. Billing for monthly instalments due in respect of Directory Advertising Services shall commence with effect from the Service Commencement Date (as defined in the Contract) provided that the Contract has been accepted by YMG or Sales Agent acting for YMG and will continue monthly until the contract is terminated in accordance with these Terms and conditions.
16. In the event that YMG shall for any reason have rejected or discontinued the provision of any services under this Contract, or shall have omitted to bill Advertiser for any such services, or if Advertiser’s account with YMG is disconnected or terminated for any reason, or if any amounts due under this Contract remain unpaid for more than 90 days, then, (a) the entire amount due under this Contract including both billed and unbilled amounts shall immediately become due and payable and (b) YMG may, at its option, transfer and assign the right to collect such amounts to credit collection team.
17. The Fees due pursuant to the Contract may be increased annually by YMG, in accordance with its standard practices. The Advertiser shall pay YMG the increased Fees as detailed in the invoices submitted to the Advertiser by YMG.
18. Cancellation in whole or part of this Contract by Advertiser will incur no charge if advised in writing to Directory Sales Agent within 30 days of the date of signing of the Contract by Advertiser. Any cancellation in whole or part notified to YMG by Advertiser within 30-90 days of signing will be subject to a charge equal to 50% of the total Contract value, subject to the overriding condition that no such cancellation is permitted after 90 days after signing or after the published sales closing date for the Directory whichever is sooner.
19. Advertiser understands and agrees that its remedies for errors or omissions in any advertising/listing caused by FLOW/YMG, its agents or any party to whom YMG assigns responsibilities or outsources work in connection with this Agreement will be limited to either a rebate of the fees paid to YMG for the respective listing/advertising or an offer of an alternative product of similar cost or a proportionate extension of the Contract term.. The remedy applied shall be in the sole discretion of YMG but shall be determined in consultation with Advertiser. No remedy will be provided however, in respect of any claims not submitted in writing to YMG within 6 months from the date at which the Directory is distributed within the territory.
20. Advertiser understands and agrees that (a) Advertiser’s responsibility to make payments for the full value of this Agreement shall not depend on the telephone numbers in directory advertising/listing being active and (b) the full value of this Agreement must be paid before any transfer of related telephone service to another party may be effected.
21. None of YMG, its agents nor any party to whom YMG assigns responsibilities or outsources work in connection with this Agreement are or shall be liable to Advertiser in any way for any loss of income or revenue, business, contracts, anticipated savings or profits, wasted expenses or loss of any use of property, or any other direct, indirect, or consequential loss, howsoever arising, unless otherwise specified in this Agreement.
22. Except for the obligation of the Advertiser to pay all Fees and charges when due and owing hereunder which shall remain unaffected by any Event of Force Majeure, either party shall be excused from performance hereunder if its performance is prevented by acts or events beyond the party’s control, including, but not limited to acts of God, pandemic, strikes or other labor unrest, failures of any telecommunications service provider, power failure, civil or military emergencies (“Events of Force Majeure”).
23. Advertiser agrees to indemnify, defend, protect and hold YMG, its agents and any party to whom it assigns responsibilities or outsources work in connection with this Agreement as well as their officers, directors, and employees from, against and in respect of any and all losses, costs, (including reasonable attorney’s fees) expenses, damages, assessments or judgments resulting from any claim against them in connection with Advertiser’s directory advertising, except to the extent that such claims directly result from their gross negligence or willful misconduct.
24. Advertiser may send notices to YMG by post to the address listed in the Contract and by fax to the fax number listed in the Contract. YMG may send Advertiser notices to the last email, postal address or fax number that Advertiser has given. Advertiser is required to advise YMG or Directory Sales Agent immediately of any change in contact details via email.
25. Any notice sent by mail shall be deemed delivered three (3) days after it is sent. In the case of all notices sent by email or facsimile, they shall be deemed delivered on the day sent by the sender provided that, in the case of facsimile, evidence of receipt is shown by the transmission report.
26. YMG has the right to assign this Contract to any of its affiliates. For the purpose of this Agreement the term “Affiliates” means two parties where either party has the power to control the other, or a third-party control or has the power to control both.
27. Advertiser may not assign or transfer this Contract or any rights and responsibilities under this Contract without the prior written consent of YMG.
28. YMG may at its sole discretion accept (or reject) orders placed by telephone, directly or via authorised representative presenting reasonable proof of identity for directory advertising. Where such orders are accepted, Advertiser understands and agrees that they are subject to these Terms and Conditions.
29. If any provision of this Contract shall be prohibited by or adjudged by a court to be unlawful, void or unenforceable such provision shall to the extent that it is not fundamental to the performance of the Contract be severed from this Contract and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way effect any other circumstances or the validity or enforcement of this Contract.
30. This Contract represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other prior agreements, arrangements, undertakings, Advertiser purchase orders or other correspondence between the parties relating to the subject matter hereof.
31. The Governing Law of this Contract is that of the Territory.