1. Application of terms and conditions
1.1 These terms and conditions apply to all persons and/or entities who have created a user account (“you”) on the website www.askyadley.com(“site”) as operated by Yes We Can Fly (“we” or “us”). By creating a user account, advertising on our site or by submitting an article for publication on our site, you agree to the following terms and conditions and that these prevail over any other terms and conditions.
1.3 Any content posted or submitted by you to our site is subject at all times to the Acceptable Use Policy and these terms and conditions.
2. User Accounts and Listing Packages
.1 In order to list your business on, advertise on or submit articles to our site you must create a user account. Creation of a user account is free of charge. You must keep your password for our site safe and secure and operate your user account in accordance with these terms and conditions.
.2 You may choose three or more available packages to list your business on our site. You may also request Additional Services such as banner advertising on the site (as described in paragraph 8 below) and submit Articles for publication on the site (as described in paragraph 9 below).
.3 The FREE One-Off Listing Package provides the following services:
.3.1 A listing of your company or business name, the region and country in which you are located and your tagline (you are only permitted to list one company or business and one website under the Listing Packages); and
2.3.2 Inclusion in the simple searches performed by users of our site.
.4 If you do not wish to be listed on our site and wish to terminate your user account, or Listing Packages please email [email protected] and we will remove your listing as soon as is practicable.
.5 The V1 and rotate Listing Packages (“Paid Listing Packages”) provide registered users with the services described on our site in return for the fees set out on our site. Such services may change from time to time. You may upgrade to a Paid Listing Package by paying the relevant fee in accordance with paragraph 4 below.
.6 We may at our absolute discretion refuse a user account or any type of listing package to any person or entity and we shall not be obliged to state our reasons for such refusal.
3. Term of user accounts and listing packages
3.1 User accounts and Listing Packages shall continue unless they are terminated by either party in accordance with paragraph 6 below.
3.2 Paid Listing Packages shall commence from the date on which full payment is received by us and shall continue for a period of the period depicted by the package taken. Upon the expiry of such said period, unless we have received notice from you by email to [email protected] of your clear wish to terminate your Paid Listing Package, your Paid Listing Package shall automatically and without further notice renew for a further period as depicted by the package taken and your Paypal account shall be debited for the relevant payment.
3.3 Either of us may terminate a Paid Listing Package in accordance with the provisions of paragraph 6 below.
4. Fees and payment
4.1 The fee for any Paid Listing Package shall be as set out on our site at the time that you make payment for the Paid Listing Package. This fee may change from time to time.
4.2 The fees for Additional Services (as described in paragraph 8 below) shall be as set out on our site at the time that you make payment for the Additional Services. These fees may change from time to time.
4.3 All fees are exclusive of Zimbabwean Value Added Tax or any applicable sales tax in any jurisdiction unless specified otherwise on our site. Fees are also exclusive of all taxes, duties and levies of any kind (including withholding tax) which for the avoidance of doubt, you shall be liable to pay.
4.4 Payment for all fees is to be made through Paypal and you must ensure that you have a validly operating Paypal account before you commence the order process for Paid Listing Packages or Additional Services.
4.5 All fees are quoted in United States Dollars will be as provided by Paypal and your financial institution.
5.1 You may within 7 days of completing the online application for a Paid Listing Package, cancel your Paid Listing Package. To cancel your Paid Listing Package, you must email [email protected] the aforementioned time period providing clear notice of your wish to cancel your Paid Listing Package.
5.2 If we receive notice of cancellation of your Paid Listing Package in accordance with paragraph 5.1, we will refund the listing fee you paid back to your Paypal account within 30 days of our receipt of such notice.
6.1 You may terminate your user account or Listing Package in accordance with paragraph 2.4 above and we may terminate your user account or Listing Package at any time without notice to you by removing your listing from our site.
6.2 You may terminate your Paid Listing Package at any time by emailing [email protected] providing us with clear notice of your wish to terminate your Paid Listing Package. Subject to paragraph 5 above, no refund of any fee will be provided on termination. Such termination of your Paid Listing Package shall be effective from the date on which we remove your Paid Listing Package from the site.
6.3 Implications – If you provide notice to terminate your Paid Listing Package, you shall continue to have a user account and a Basic Listing on our site (unless you notify us of your wish to be removed from the site in accordance with paragraph 6.1 above) and these terms and conditions shall continue to apply to your user account and Basic Listing Package.
6.4 We may terminate your user account, Paid Listing Package and the agreement between us without notice and without any liability to make any refund or other payment to you in the following circumstances:
6.4.2 you are in our opinion transmitting or otherwise connected with any ‘spam’ or any other form of unsolicited bulk email or communication;
6.4.3 your user account or listing package may in our reasonable opinion adversely affect our goodwill or reputation; or
6.4.4 you or us cease to carry on business, are declared bankrupt or enter into an insolvency or administration procedure.
7. Consequences of termination
7.1 Upon termination of the agreement between us, your right to use the registered user sections of our site shall immediately cease. We have no obligation to maintain any of your posted content, Additional Services, Articles or any content within your listing.
7.2 Any termination of the agreement between us shall not affect any rights or liabilities that have accrued to us prior to such termination.
8. Additional Services
8.1 Additional Services such as banner advertising or badge advertising on our site,being featured in our newsletter and having your photo displayed on our site home page are described on our site and may change from time to time. Additional Services are limited in number and will be accepted on a first come first served basis. We accept no liability for Additional Services not being available.
8.2 Advertisements purchased as Additional Services shall be in the size, format and location specified on our site at the time you make payment or in such similar location as we in our absolute discretion determine and shall be displayed on our site for the period of time specified on our site at the time you make payment.
8.3 You warrant that your advertisement complies with all applicable law and regulation (including self regulation such as the CAP Code) and you shall indemnify us for any loss, damage or other liability that we may suffer as a result of you breaching this condition.
8.4 We may in relation to Additional Services provide specifications as to the materials to be provided by you in order for us to fulfill the delivery of such Additional Services. If you do not provide the specified materials in the manner and form specified within the time period stated, we shall not be obliged to fulfill the delivery of such Additional Service and no refund shall be made in relation to your payment for such Additional Services.
8.5 We may reject in our absolute discretion any materials submitted in relation to Additional Services and may request you to provide amended or additional materials.
8.6 If you decide to withdraw your advertisement for any reason, we shall not be obliged to provide you with a refund.
8.7 We do not guarantee or make any representation or warranty as to the outcome (such as response levels to advertisements) of your purchase of any Additional Service.
8.8 All advertising content is subject to our approval and we reserve the right to reject or cancel any advertisement that we deem to be unsuitable for any reason.
8.9 We accept no liability for any errors in any advertisements (or for errors in any content on our site).
9.1 We may in our absolute discretion accept Articles (including all text, information, images, audio or video material in whatever medium or form we choose to accept) from you for publication on our site on Paid Listing Packages. Articles will not be published if you have chosen to take out a FREE Basic Listing Package.
9.2 If we accept an Article from you for publication on our site, you grant to us a non-exclusive licence to distribute the Article on the site and such other media as we shall decide, in return for crediting you for the Article.
9.3 The licence granted under this condition permits us to:
9.3.1 modify, electronically reproduce and distribute, and publicly display the Article on the site (including packaging the Article with other Articles from third parties); and
9.3.2 reproduce and distribute through any media now known, or hereafter developed, excerpts of the Article in advertisements for, and in marketing and promotional materials related to, the site.
9.4 If you submit an Article to our site, you shall be responsible for the accuracy and completeness of the Article.
9.5 We have no obligation to you, and undertake no responsibility, to review the Article to determine whether any such Article may result in any liability to any third party.
9.6 If we believe that any Article may create any liability for us or adversely affect the site’s reputation or standing, we may remove the Article or such part of the Article as we believe, in our sole discretion, is prudent or necessary to minimize or eliminate our potential liability.
9.7 We do not undertake to distribute or display the Article on the site or otherwise make use of it, nor do we undertake that the site will be operational at all times.
10. Intellectual Property
10.1 We are the owner or the licensee of all intellectual property rights in our site, and in all of the material published on it (except for the Articles described in paragraph 9). The site and such materials are protected by copyright laws and treaties around the world and we reserve all such rights.
10.2 You grant us a perpetual, worldwide, royalty-free licence to use all or any of your intellectual property rights in any materials, advertisements or content submitted or shown on our site.
10.3 You shall, at all times during and after the term of this agreement, indemnify us and keep us indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by us arising from any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of a third party’s intellectual property rights arising out of your use of our site (including any advertising on our site or Articles you submit to our site).
10.4 You agree and acknowledge that we retain full editorial control over all advertisements and listings submitted by you to our site and that we will own all intellectual property rights in relation to such advertisements and listings (other than in relation to your branding and other intellectual property rights that are owned by you prior to you submitting such advertisements and listings).
10.5 We reserve the right to change the format, style and layout of our site and any advertisement, listing or Article submitted by you as we see fit.
10.6 You must not reproduce in any format (including on another website) any part of our site (including content, designs, look and feel) without our prior written consent.
11.1 You warrant that where you are an individual you are at least 18 years of age and where you are a company or other similar entity, that you are a bona fide legal entity duly formed in accordance with all applicable law and regulations and have full capacity and authority to enter into the agreement between us.
11.2 You warrant that all information that you have provided us with or have submitted to our site is true and accurate and not misleading in any way.
11.3 You warrant that in using our site you will comply at all times with all applicable law and regulations and advertising codes of conduct.
11.4 You warrant that any website owned or controlled by you that is listed on our site is free from illegal, defamatory or tortious content.
12. Limitation of liability
12.1 Other than liability for us causing death or personal injury to any person or for any fraudulent misrepresentation made by us, we exclude all liability for any loss or damage suffered by you resulting from your use of our site (including all consequential loss or damage howsoever caused and whether this was in the reasonable contemplation of us or not).
12.2 In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount that you have paid for your current listing package and any current Additional Services. In the event that any court of competent jurisdiction does not allow such limitation on liability and awards damages against us in excess of the amount that you have paid for your current listing package and any current Additional Services, you agree to release us from all damages and liability in excess of this amount.
12.3 You specifically agree and acknowledge that we are not liable to you for any loss or damage, for offence caused or for any threatening, defamatory, obscene, offensive or illegal content uploaded to our site by a third party or for the infringement of any of your rights (including intellectual property rights) arising from the conduct of a third party.
12.4 You agree and acknowledge that we have no liability for our site not being available at any time nor any liability for the deletion, corruption or failure to store any materials or content maintained or transmitted on or through our site.
12.5 We shall have no liability for any advice, views, recommendations, advertisements and any other form of content provided by other users of our site or third parties.
12.6 Where we provide any content on the site that contains advice, views or recommendations, this is done on a generic basis without considering individual circumstances and hence we shall have no liability for any such content.
12.7 We have not verified or performed any checks on registered users or other users of the site who may contact you and we therefore disclaim all liability in relation to the actions of registered users, other users and any other third parties in relation to our site. You should of course take all necessary precautions regarding your safety when corresponding with or meeting with registered users, other users or other third parties.
You hereby agree to, at all times during and after the term of this agreement, indemnify us and keep us indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by us arising from your breach of any of these terms and conditions.
14 Force majeure
We shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement, arising from or attributable to acts, events, omissions or accidents beyond our reasonable control.
15 Default Interest rate
If you fail to pay any amount payable under this agreement, we may charge you interest on the overdue amount. You shall pay the interest immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of CABS Bank Zimbabwe. Such interest shall accrue on a daily basis and be compounded quarterly.
If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force unless, in our reasonable opinion, the purpose of this agreement is frustrated as a result.
We may vary these terms and conditions at any time. The latest version of these terms and conditions shall be as posted on our site or as emailed to you. Your continued use of our site constitutes your acceptance of any new or updated or amended terms and conditions.
No failure or delay by us to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
This agreement is personal to you and you may not, without our prior written consent, assign, transfer, sub-contract, delegate or deal in any other manner with this agreement. We may assign this agreement at our discretion and without providing you with notice.
20 Entire Agreement
21 Third party rights
A person who is not a party to this agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
22 Governing law and jurisdiction
22.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with International law.
22.2 The parties irrevocably agree that the courts of Zimbabwe shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).