General Terms and Conditions
Two. - Account Activation Procedure
2.1 Client will be able to activate its account providing the following basic information, which can be updated from time to time:
Client understands basic information is mandatory and that no account will be activated, nor any Service shall be provided by YOOHOO, until total completion of such data.
2.2 YOOHOO shall be entitled, from time to time, to require Client of additional documentation in order to check if the information provided is accurate.
2.3 Client is responsible for keeping both its user and password safe from others. Client will be solely responsible for any direct or indirect acts carried out by himself or people who had access to its password.
Three.- Advertising Plans
3.1 Once the account is active, Client will be able to publish for free Ads that will be posted on all Websites and it hereby authorizes YOOHOO to display them and make them accessible to Users. For the avoidance of doubt, Client will not be able to select in which of the Websites such Ads are displayed.
3.2 Client will be able to increase the positioning of Ads on Websites by hiring Advertising Plan monthly subscriptions, available on the Platform.
Each Advertising Plan will include a maximum of boosting Ads per month. In the event Client does not use the maximum number of boosts allowed per month, the non-used boosts will expire at the end of the month. In no event will a cumulative credit be generated in favor of the Client.
3.3 Unless otherwise expressly agreed by the Parties, the Client will upload the Ads and its content in the formats agreed and subject to the guidelines provided by YOOHOO. YOOHOO cannot guarantee publication, in the event Ads are provided not in accordance with the terms specified in the Advertising Plan or these Terms.
3.4 Both Parties agree that in order to create as much traffic as possible on Websites, Client undertakes to update the Ads on a regular basis, so Websites are displaying the most up-to-date versions. Client must remove or mark as inactive all properties that have been sold or entered into a lease agreement.
3.5 YOOHOO is the sole owner of any creativity regarding the design or display of Ad Listings on the Websites. Display of such listings will be subject to each Websites' Terms & Conditions.
In order to maintain the reputation of the contents to be advertised on the Websites, the Client hereby acknowledges and accepts that YOOHOO shall have the right to select the specific Ads, the uniqueness and outstanding features of which, among other reasons, afford greater uniqueness and better features than those required by organic Listings. YOOHOO shall not be deemed in breach of this Agreement or the terms contained on Websites in the event it does not honour a specific position agreement due to conflicting editorial needs in YOOHOO’s sole discretion.
3.6 YOOHOO will be entitled, from time to time, to release special fee offers and promotions regarding Advertising Plans or other packages, that will last until the date specified within the offer, After such term has expired, special prices will no longer be applicable.
Four. - Price and Payment Method
4.1 Pricing Terms
YOOHOO will offer one-time payment or recurring Advertising Plan subscriptions of monthly, quarterly, semi-annually and annually terms.
Our long term subscriptions may be offered at a discount, as displayed from time to time in our Platform.
Initial selected payment term will be agreed in the commercial offer, and may be changed once expired, directly through the Platform. All Payments for one-time offers or subscriptions will be made upfront and will not be refundable.
4.2 Subscription Advertising Plans: additional terms
Once subscription service is activated, YOOHOO will charge the Client, for the agreed subscription period, through the companies, the selected Advertising Plan, and all expenses incurred.
Client will not be able to get a refund for any payments that have already been made.
Unless Client cancels the renewal of the contracted service within at least a 15-day appropriate written notice, all Advertising Plans will be automatically renewed each by the end of each subscription period, with the same conditions as agreed.
Prices of Advertising Plans and other charges displayed on the Platform are current at the time of issue, but may change at any time and are subject to availability. YOOHOO will notify within 30 days notice to the Client any changes in applicable fees. In the event Client does not agree with an increase of Fees, Client must notify the termination of the Agreement with at least 15 days before the expiry of its current subscription plan. YOOHOO will be entitled to increase Advertising Plan Fees, due to annual inflation, which will not apply as a standard cancellation right for the Client, as described herein.
4.3 Payment Method
The invoice will be in local currency unless otherwise agreed between the Parties. Client accepts whenever a different currency is selected, Client can be charged with an exchange rate. Payment of Advertising Plan fees will be made through Client's provided debit card, bank account or any other agreed payment method. YOOHOO will be entitled to subscribe agreements with third parties and Partners in order to offer additional payment methods. By accepting these payment methods, Clients will be subject to such third parties' policies, updated from time to time on their respective websites. YOOHOO assumes no liability whatsoever arising from the use of such payment methods.
According to the amount of the Advertising Plan or the applicable Country, Client accepts that not all payment methods might be available.
In order to check Client's available funds when hiring our Services, YOOHOO will be entitled to charge an initial non-refundable fee of 5 cents of Euro (or other currency agreed) to the provided credit card.
YOOHOO will, to its discretion, either send to the Client's provided email address or upload on the Platform the appropriate invoice, which shall be inclusive of all applicable taxes. YOOHOO is entitled to issue invoices electronically to the Client and is not obliged to submit invoices in any other physical format.
Any objections regarding invoices or unauthorized charges, must be reported within a maximum of 15 days from the invoice issue date. If no objections are received in such a given term, Client is deemed to have consented to pay the amount of the invoice due.
Client may decide, at any time, to upgrade its Advertising Plan. Such an upgrade will be effective the following day. Clients will immediately be charged by the differential amount regarding this new plan. If Client selects a downgrade plan, the new plan and the new fee will be effective and charged in the next subsequent billing period.
In order to cancel any Advertising Plan or proceed with closure of any account, Client must notify it to YOOHOO within at least 15 days prior to the end of the hired Advertising Plan. Upfront payments will not be reimbursed. When Client fails to attend such a cancellation notice term, it will be automatically charged with the following subscription fee.
If Client cancels its subscription, Client will have access to the remaining features of the Advertising Plan until the end of the period paid for. Once subscription expires, Client may have free access Platform but without premium features or boostings.
Upon the invoice issue date, invoices will become immediately due and payable. YOOHOO reserves the right to charge the Client the local legal interest rate in force at that time plus 2 points, per month, from the due date of such amount, until payment is received in full.
Failure to pay invoices upon their due date, will enable YOOHOO to suspend all provisions of the Service until the due amount with interest is settled. If Client does not settle the owed amounts within a maximum of 7 days after payment is due, YOOHOO will be entitled to terminate the agreement with the Client, deactivate its account and claim all due amounts plus stated interest, as legally appropriate.
YOOHOO will be entitled to collect any payment through a third party’s platform. Client consents all its contact details will be forwarded to such external platforms, for the sole purpose of managing payments.
Five. - Representations and Warranties
Client hereby acknowledges and accepts that:
Additionally, Client hereby expressly represents and warrants YOOHOO that:
Six. - Liability
To the fullest extent permitted by law, under no circumstances whatsoever shall YOOHOO be liable to the Client or any third party, for any liability, direct or indirect damages (including but not limited to loss of sales, business or data), losses (including but not limited to future, special, indirect, incidental, punitive or consequential losses), costs (including but not limited to all legal costs) or expenses incurred by the Client or third parties whether in action based on contract, tort, strict liability or any other cause for action, arising from or in connection with:
YOOHOO shall not be liable for any damage and/or loss sustained by the Client and/or any third party that is not directly and exclusively attributable to YOOHOO, provided such damages materially affect the standard of the Services to be provided under this Agreement and do not fall within the aforesaid circumstances.
The Client shall be responsible for implementing any security measures required, to obtain regular and current back-up copies of any relevant or sensitive information managed through or stored in computerized systems, including any loss of information resulting from a breach of this duty.
In the event YOOHOO suspects Client's activity could be in breach of this Terms & Conditions, any applicable law or could result fraudulent, illicit, unauthorized, unethical or inappropriate, YOOHOO shall be entitled to take appropriate measures to prevent such harm, which can result in Client's temporary account deactivation or termination of this agreement, provided that YOOHOO shall incur no liability whatsoever.
Notwithstanding the foregoing, YOOHOO hereby reserves the right to notify any events that may be illegal to any governmental or judicial authorities, without prior notice to the Client.
The Parties hereby agree that, unless otherwise limited within this Terms and Conditions, the maximum amount of damages and losses that may become payable by YOOHOO, as a result of execution of this Agreement, shall be limited to the amount effectively paid by the Client over the month where such improper and/or non-provision occurred. If YOOHOO’s liability is due to failure to publish a single advertisement or distribute any advertising insert, unless within the aforesaid circumstances, shall be limited to a refund of any proportional amount paid by Client for such advertisement.
Seven. - Data protection
Both parties acknowledge and guarantee compliance with the current and applicable Data Protection Laws, as well as the provisions issued by the Supervisory Authorities.
YOOHOO shall implement, with respect to all the personal data processed, appropriate technical and organizational measures to ensure a level of security appropriate to the risk, always in accordance with the state of the art and the costs of implementation.
The Client must always avoid the insertion of personal data in the Platform. Client understands that YOOHOO can only provide the service by automatically showing the specific information that the Client incorporates into the Ads, so for YOOHOO to individually review it in each Ad would entail a technically disproportionate effort.
If, eventually, the Client includes third parties' personal data in an Ad (such as a specific address, instead of a postal code or a geographical area) it will do so under its sole responsibility, and, therefore, the Client must have previously obtained any legal basis to transfer such personal information to YOOHOO. In such a scenario, both the personal data owner and the Client will keep YOOHOO harmless and free from any liability in this regard. Every hypothetical processing of personal data by YOOHOO will always be incidental and linked to an unnecessary incorporation of personal data to our Platform, assuming, once again, a technically disproportionate effort to review this circumstance in every Ad. YOOHOO would then act as a new Data Controller, because YOOHOO would decide, ultimately, on which specific Websites of the group and to which end users this specific advertisement with personal data is displayed.
YOOHOO may use this information, always anonymized, or aggregated, to improve the service or statistical analysis.
When the Client receives personal data from users through the communications that are managed on the Platform:
Nine. – Confidentiality
The Client undertakes, expressly and indefinitely, a duty of confidentiality in relation to all information and/or documents, regardless of their kind, potentially given by YOOHOO, verbally, in writing or by any other means or support, tangible or intangible, in relation with its activities and commercial or financial relationships or of any other kind, or any of its Affiliates or Partners.
For the avoidance of doubt, Confidential Information will include, without limitation:
(i) YOOHOO’s content, including any original copies, samples, codes, drawings, records, user manuals, files or plans, affairs, deals, inventions, finances, business contacts, know-how, projects, methodology, designs, trade secrets, technology, Intellectual and/or Industrial Property Rights, list of Clients, information relating to campaigns, operations, research, business plans, or market research conducted by or on behalf of YOOHOO and/or its affiliates or subsidiaries (ii) this Agreement, including any project and/or additional agreement of any kind directly and/or indirectly related to this Agreement negotiated at any time through any method and/or form.
The Client hereby expressly agrees that it shall not make any disclosure to third parties, for whatever reason and through any method and/or form, or public communication without YOOHOO's prior express written consent. To this end, the Client will take all reasonable measures which are deemed necessary in order to safeguard the Confidential Information and prevent it from falling into public domain or into possession of third parties. Client hereby undertakes to:
YOOHOO shall treat with due diligence and reserve information shared by the Client to set and manage its account. For the avoidance of doubt, Client's Confidential Information shall not include Ads content, which was duly authorized to be published or disclosed.
The duty of Confidentiality set forth herein shall survive indefinitely even after the termination of this Agreement.
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