Bahamas Data & Media Limited Terms and Conditions of Business
1. Our Advertising Services
Our Terms and Conditions of Business apply when we provide Advertising Services. In these terms, we have used "we" for Bahamas Data & Media Limited, "you" for our advertising customer, “Directory” or “Directories” for any printed and electronic compilation of listings and advertisements including but not limited to the Bahamas Golden Pages®, “Electronic Directory” for the Internet, CD-ROM or other electronic versions of our Directories, “Printed Directory” for the printed versions of our Directories, "Advertising Services" for everything we do in connection with publishing our Directories including but not limited to Buttons and “Advertising” for advertising you submit to us (whether or not we have assisted in producing or produced the advertising) for publication, “Button” or “Buttons” for any interactive web buttons allowing, but not limited to, redirection, audio, video, on-line shopping, e-mail and push-to-talk toll free call services and “Listing” for any text listing of your name, address and contact details.

2. Listings and Advertising
In consideration of your payment of our fees, we will publish the Listing and/or Advertising once in the annual publication of the Printed Directory that follows your submission of information for the Listing and/or Advertising. We may also, at our sole discretion, publish the Listing and/or Advertising in any other of the Directories in addition to the Printed Directory. In the event that we publish the Listing and/or Advertising in the Electronic Directory, the Listing and/or Advertising shall be published at a minimum for one calendar year from the date it is uploaded into the Internet directory.

3. Ordering Advertising Services
We will require a signed, written contract from you (“Advertising Contract”) before we will provide any Advertising Services. We will assume the person signing an order has your authority to place the order. We reserve the right not to accept any order. We need to receive your signed Advertising Contract before the publication deadline for our Printed Directory(“Publication Deadline” also known as the “Rate Card Close Date”) but Advertising Contracts for our Electronic Directory can be made at any time.

We may send you a schedule indicating acceptance of your order (“Advertising Schedule”). The Advertising Schedule may contain an artwork proof for you to check whether you want any minor adjustments made. You must advise us in writing (so we know the request is authorised) of any requested adjustments within 7 working days after we send you the proof and we will make the adjustments if practicable. Our rights under clause 8 still apply. Any changes to the artwork must reach us by the Publication Deadline. If you do not contact us within the said 7 working days we shall be entitled to assume that the proofs are correct, that you have no changes and you authorize us to publish the artwork as is.

If you provide us with material to reproduce in an advertisement, the quality of the reproduction will always be determined by the quality of the material provided. Generally a copy is inferior to an original, so we recommend that you provide a professionally created original to our specifications. We can help by creating advertising material for you. When we do this, you agree that we will own the copyright in whatever is produced.

4. Our General Rights And Responsibilities
We agree to:
• respond promptly to your enquiries;
• provide our Advertising Services as set out in the Advertising Schedule we send you;
• do our best to keep you informed about the features of our Advertising Services as we introduce or improve them;
• provide clear explanations of our charges and billing procedures;
• continue to promote our Directories to encourage people to use them.

5. Your General Responsibilities
5.1 So that we can meet our responsibilities, you in turn agree to:
• provide all Advertising, listings and any other material we require from you promptly, and always by the last date we nominate;
• make sure all Advertising, listings and any other material you provide to us is complete and accurate and meets any other quality or procedural requirements we notify you about from time to time;
• comply with all pertinent Copyright legislation and all other applicable laws and any relevant Advertising Codes of Practice;
• never make inappropriate use of information provided to you by Directory users (e.g. for unauthorized direct marketing) or breach anyone's legal rights (e.g. intellectual property rights, contractual rights or rights to privacy).

5.2 You must compensate us for any loss we suffer, and indemnify us against any liability we incur, resulting from the provision of Advertising Services for you, or you not meeting your legal responsibilities to any of us or to anyone else.

6. Automatic Renewal
We may publish your Listing indefinitely in both our Electronic Directory and our periodically updated Printed Directory and any Advertising indefinitely in our Electronic Directory, unless you cancel it in accordance with clause 7 below. (This does not apply to printed typeset and display advertisements, which must be renewed annually unless we decide otherwise). Our charge for any Advertising Services in the second and subsequent years may be different at our sole discretion from the previous year's charge and until you cancel your Listing and/or Advertising we will bill you annually at our then current rate.

7. Canceling Your Advertising Contract, Or Our Advertising Services
You may cancel any Advertising Contract, or any existing printed Listing and/or Advertising, so long as you do so in writing within 30 days from the date set out in the Advertising Schedule (“Cancellation Date”). We may charge you for any creative work we have already done at your request up to the date we receive your written cancellation.

Any cancellation we receive after the Cancellation Date for a Printed Directory (even if we receive it before the publishing deadline) will not take effect for the next Directory but will take effect for the subsequent Directory.

Printed typeset and display advertisements lapse if not renewed annually. We will normally send you a new Advertising Contract form with your existing details already set out, as a reminder. If you do not renew your printed typeset and display advertisement by the Cancellation Date and you have a primary listing, only the primary listing may remain.

You may cancel an existing Electronic Directory listing and/or advertisement by giving us written cancellation notice at any time. We will delete it as soon as is reasonably practicable. Any separate charge for the Electronic Directory listing and/or advertisement will stop from the end of the billing month in which we receive the written cancellation.

8. Paying For Our Advertising Services
You must pay our charges for the Advertising Services we provide for you, regardless of whether your business has been sold or closed before we provide them. The charges for our Advertising Services are due and payable within 30 days of the date of our invoice. Charges for Advertising Services provided in any Printed Directory may be billed annually or in periodic installments. Our charges for Advertising Services only provided in any Electronic Directory are calculated and billed monthly. If you have booked your Advertising through an agent you will be liable to us for those advertising charges if the agent does not pay for any reason (even if you have already paid the agent).

If you do not pay our charges by the due date shown on the account:
• we may charge you interest on the unpaid amount from that date until you pay it at the interest rate 1.5% per month;
• we may require you to pay any costs that are incurred by anyone (including but not limited to agents and debt collectors) in recovering the money you owe or in exercising any other rights, including commissions and legal costs on a attorney and client basis;
• we may remove all of your listings from our Directories without any compensation to you and without in any way affecting your debt to us; and
• if our charges remain unpaid after 60 days of the invoice date we may place your debt in the hands of a debt collection agency.

9. Long Term Agreements
We may allow you a reduction for Advertising Services we provide for you in consideration of you purchasing those services over a term greater than one year (“Long Term Agreement”). If you cancel any Long Term Agreement with us then the full amount of the Advertising Services without any reduction becomes payable immediately.

10. Our Right To Withhold, Suspend, Restrict Or Terminate Services
We reserve the right to withdraw or terminate any Advertising Services at any time, including but not limited to us withdrawing any of our Directories or redefining the distribution area covered by our Printed Directory. Some types of Advertising Services such as web site banners and headlines are suitable only for our Electronic Directory. We may also withhold, suspend, restrict or terminate any Advertising Services at any time if you do not meet a responsibility of yours under this agreement or we consider your Advertising Contract is unauthorised.

We may edit or refuse to publish any Advertising, Listings or any other material at any time if we consider it to be unauthorised, in breach of our advertising policy, misleading, offensive, defamatory, illegal or detrimental to the standing of our Directories in the community. We will try to contact you before doing any of these things.

We do not guarantee any particular placement of advertisements on any page in any Directory. We place all advertisements randomly under each classified heading, or as close as possible to the heading you have requested. In the event that an advertisement is placed on a page of any Printed Directory, an anchor listing will be placed beneath your business listing indicating the location of the advertisement.

We do not agree that any service we provide will be continuous or fault-free and we may suspend or restrict any electronic Advertising Services at any time if we think it reasonable or necessary. Normal charges continue to apply during any suspension or restriction.

11. Your Dealings With Other Directory Users
We may include our trademarks and copyright notices in all Directories in which we publish your listings and advertisements. This does not mean we endorse you or your products or services. We are not your agent and are not involved, on behalf of either you or Directory users, in any dealings resulting from use of our Directories. You must communicate and deal with users directly to complete transactions or resolve any problems arising from them. You have sole responsibility for any risks associated with your dealings with users.

12. Accidental Errors
We do not accept responsibility for accidental errors, omissions, misplacements or other irregularities in listings or the Directories’ contents, or for any loss incurred thereby.

13. Resolving Disputes
If you think that we have not met a responsibility we have to you, you must give us notice in writing. You must give us this notice within 60 days after publication (first distribution of the Directory in question to the public) containing your listing and/or advertisement (“Credit Period”). After the expiration of the Credit Period, we will not accept any claim or claim for credit from you.

If we find that we have not met any responsibility we have to you, we will discuss with you the various ways we can help you. We may give you either a credit to your account with us for an amount we think is appropriate in our sole discretion or, at our option, non-monetary assistance. The credit or alternative non-monetary assistance is available only once for mistakes relating to a particular listing or advertisement and its value is limited to a maximum of our charge to you for providing the particular Advertising Services and is in full satisfaction of any claim you may have against us.

If an error should occur in any display advertising in our Printed Directory, we will consider giving you a credit at our discretion, according to the following schedule:

• Wrong main telephone number 100%
• Wrong alternate telephone number 15%
• Wrong address up to 25%
• Incorrect spelling of a business name up to 25%
• Incorrect spelling of a word NONE

No credit is available for any free listing or advertisement as you did not pay for them.

No credit is available for Electronic Directory mistakes, as we can fix those promptly.

If, after discussing the issue with you, we consider that we have met our responsibilities, we will explain in writing why we consider this is so. You must still pay any outstanding charges by the due date.

14. Exclusion of Liability
We have already set out your rights to compensation if we do not meet our responsibilities to you. We now exclude all other liability we may have to you.

SAVE AS EXPRESSLY PROVIDED HEREIN, IN NO CASE WILL WE, OR OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND AFFILIATES BE LIABLE TO YOU OR ANY THIRD-PARTIES:

(1) FOR DAMAGES CAUSED BY ANY ONLINE SERVICE, INTERNET OR COMPUTER SYSTEM FAILURE, OR BY ANY TRANSMISSION, ACCESS OR COMMUNICATION PROBLEMS.

(2) FOR THE QUALITY OF YOUR ADVERTISING TO THE EXTENT IT MAY BE AFFECTED BY ANY USER'S OPERATING SYSTEMS, INDEPENDENT DISPLAY MECHANISMS OR ACCESS TO ONLINE SERVICES.

(3) FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE OR OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO; LOSS OF PROFITS, BUSINESS OPPORTUNITY, REVENUES OR THE COST OF OTHER FORMS OF ADVERTISING IN EXCESS OF AMOUNTS PAID BY YOU FOR THE ADVERTISING SERVICES.

(4) FOR DELAYS, DOWNTIME, ERRORS OR OMISSIONS IN PRODUCTION OR ELECTRONIC PUBLICATION OF ADVERTISING RESULTING FROM AN ACT OF GOD, GOVERNMENTAL ACT, LABOR DISPUTE VENDOR BANKRUPCY OR OTHER ACT OR CIRCUMSTANCE BEYOND OUR REASONABLE CONTROL, OR FOR ANY COMPUTER SYSTEM FAILURES OR UNAUTHORIZED USE OR ACTIONS BY A THIRD PARTY INCLUDING COMPUTER HACKERS

(5) FOR ANYTHING ELSE CAUSED BY OR RESULTING FROM ANYTHING DONE OR NOT DONE OR DELAYED IN BEING DONE, WHETHER OR NOT IT IS CONTEMPLATED OR AUTHORISED BY ANY OTHER AGREEMENT TO THE MAXIMUM EXTEND PERMITTED BY LAW, ANY EXPRESS WARRANTY AND ANY WARRANTY OR REMEDY WHICH MIGHT ARISE BY IMPLICATION OR OPERATION OF LAW IS HEREBY EXCLUDED AND DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THIS LIMITATION OF LIABILITY APPLIES WHATEVER YOU ARE CLAIMING FOR INCLUDING BUT NOT LIMITED TO CLAIMS BASED ON CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, LOSS OF PROFITS OR LOSS OF BUSINESS.

15. Information About You And Your Business
You agree that we may collect information about you and your business. The information may be obtained from you and others, or generated from equipment used to provide our services when you and anyone else uses our services. You may decide whether to provide any information we seek from you. However, if you do not provide it, we may not be able to provide Advertising Services for you.

You may ask to see information we hold about you, so long as we can readily retrieve it, and ask for any details that are wrong to be corrected. We may hold the information and share it with other affiliated companies, with our directors, officers, employees, contractors, agents and customers, with collection agencies and with credit reference agencies, so as to provide services or information to you and others, send you bills, recover money you owe and keep you informed of services available to you.

We may assume that any request or instruction we receive is authorised by you if it is accompanied by suitable verification (for example, your billing account number).

16. Transfer Of Rights And Responsibilities
You may transfer all (but not part of) your rights and responsibilities under this agreement to someone else so long as we have received the transferee's written acceptance of responsibility and given you our written consent.

17. Each Term Separately Binding
If for any reason any term of this agreement cannot be enforced or relied on by you, us or anyone of the other people referred to in clause 13, all other terms remain binding.

18. No Waiver
No delay or failure to exercise a right under this agreement prevents the exercise of that or any other right on that or any other occasion. A waiver can only be in writing and applies only to the right and on the occasion specified in the waiver.

19. Bahamian Law
All our Advertising Services are provided in The Bahamas and under Bahamian law. You and we agree that the courts of The Bahamas will have exclusive jurisdiction to determine any matter related to this agreement.

Sending Notices
We may send notices to you at the last postal address, last fax number or last email address you have given us. Please advise us of any change in any of your contact details immediately. You may send notices to us as follows:

by mail to
Bahamas Data & Media LimitedA&K Mini Plaza,
Village Road, Nassau, The Bahamas

by fax to
+1 242 394 0389

or by email to
bdm@bahamasgp.com

Both you and we can assume that any notice sent by mail has been delivered 5 days after it is posted. Any notice given by fax or email is delivered when transmission is successfully completed if that is before 5 p.m. on a weekday or, if not, then on the next weekday.

Changing Our Terms and Conditions Of Business
Our Terms and Conditions of Business are set out on the back of all printed Advertising Contract forms as well as on our web site at www.bahamasgp.com. We may change Our Terms and Conditions of Business by changing or removing existing terms or adding new ones, at any time. Any change we make applies from the date one month after we publish it on our web site at www.bahamasgp.com in relation to any printed or electronic Advertising Services you ask us to provide after that date, any electronic Advertising Services we have already agreed to provide by that date and any republication after that date of an existing printed listing or advertisement.