APLA E-COMMERCE LIMITED

Terms & Conditions for Car Owners

 

These are the terms and conditions upon which we instruct vehicle owners to provide promotional or advertising services. The terms “we”, “us” or “our” shall refer to APLA E-COMMERCE LIMITED. We are a company registered in the Republic of Cyprus. Our registered office is located at Kalymnou 1, Q Merito, 2nd floor, 6037, Larnaca, Cyprus and our registration number is HE 416199.

The terms “you” or “your”, refer to you, being a vehicle owner or primary driver described in the “Registration Form”, that being the form on our website/application that sets out the details to which these terms and conditions (the “Conditions”) apply.

After you submit the Registration Form to us, and provided, we confirm your registration by email, there will be a legally enforceable agreement between us and any further changes can only be made as set out in these Conditions.

 

  1. Interpretation

1.1 In these Conditions, unless the context requires otherwise:  

“Advertisements” mean the Appla vinyl stickers that you have agreed to display on all sides of your Vehicle as part of the Advertising Services.

“Advertising Period” means the period of up to six (6) months during which you shall provide the Advertising Services.

“Advertising Services” means the services that you have agreed to provide to us, by displaying the Advertisements on your Vehicle during the Advertising Period.

“Agreement” means this agreement between you, and us, which is made up of the Registration Form and these Conditions. Any earlier documents, such as quotations or estimates do not form part of this Agreement.

“Campaign” means our advertising campaign to be carried out through the Advertising Services in order to increase awareness of our brand name and the services we provide.

“Parties”, “Party” means us and/or you.

“Registration Form” means the online form on our Website/Application, to which these Conditions apply.

“Vehicle” means the motor vehicle that you own or are the primary driver of, and from which you will display the Advertisements.

“Website” means our website hosted at https://appla.cy

1.2 In this Agreement words denoting the masculine gender shall include the feminine and neuter genders and vice versa and words denoting the singular number shall include the plural and vice versa and references to persons shall include bodies corporate unincorporated associations and partnerships.

1.3 Unless otherwise stated, references to clauses and sub-clauses are references to clauses and sub-clauses of these Conditions. The clause headings are for ease of reference only and shall not affect the construction or interpretation of these Conditions.

1.4 Any reference to “in writing” shall include email.

  1. Advertising Services

2.1 In consideration of your provision of the Advertising Services as per the Conditions, we shall pay you the amount of €50 (Fifty Euro) for petrol/diesel per month through a refueling card that we shall provide you with (the “Consideration”).  

2.2 You shall deliver the Advertising Services during the Advertising Period unless the Agreement is terminated in accordance with these Conditions.

2.3 To provide the Advertising Services, you must be either the sole owner of your Vehicle or the primary driver of your Vehicle and have express consent from its owner that you may use the Vehicle for the Advertising Services. You agree to indemnify us against all claims, losses or damages that the Vehicle owner may seek, should you fail to obtain this consent before the Advertising Period.

2.4 Prior to the commencement of the Advertising Period, we will notify you of the dates for you to bring your Vehicle to a specified location in order for the Advertisements to be applied to your Vehicle. Your Vehicle will need to be presented in a clean state on the fitting date to ensure that any vinyl stickers can be directly applied. If there are any marks or other cosmetic damage on your Vehicle, we may deem that you are unable to provide the Advertising Services until these are remedied.

2.5 We shall provide the Advertisements to you at our own expense, and you shall display these Advertisements on your Vehicle upon our instructions. These Advertisements shall remain our property during the Advertising Period, and you agree to either return or dispose of them (upon our instructions) at the end of the Advertising Period or upon the termination of the Agreement, whichever is the sooner. Should you lose or damage the Advertisements during the Advertising Period, we shall cease to provide you with the Consideration to cover their reasonable replacement value. We shall notify this sum to you in writing.

2.6 You understand and accept that in providing the Advertising Services, vinyl stickers shall be applied to all sides your Vehicle. We have taken all reasonable steps to limit risk, but upon application and removal of the vinyl stickers, damage may be caused to the Vehicle’s paintwork or appearance. In order to mitigate the risk of damage to the paintwork of the Vehicle, we reserve the right to reject any Vehicle we deem to be in poor condition as being unsuitable for the Advertising Services. As we are unable to confirm the condition of your Vehicle prior to application, we will not be liable for any damage caused to your Vehicle during the Advertising Period unless such damage can be evidenced as being caused by us (for example, due to the quality of the vinyl stickers).

2.7 At the end of the Advertising Period, we will provide instructions regarding the removal of Advertisements. We shall use best efforts to make the removal process quick and simple. You agree that the removal of the Advertisements will be conducted by the relevant person appointed by Apla.

2.8 From time to time we will perform checks to verify that you are displaying the Advertisements during the Advertising Period and that your Vehicle is maintained in good condition (mechanically and cosmetically). You agree to send us photographs of your Vehicle when requested by us, and/or proceed to video calls showing your Vehicle, and in the manner described by us. If for any reason you fail to comply with this clause 2.8 and we consider it reasonable, we may reduce the Consideration in a manner that we deem to be appropriate (and as notified to you in writing) and/or terminate the Agreement with immediate effect.

2.9 You agree that any photos, videos or other media that we obtain regarding your Vehicle or any other information that we may request from you, can be used as we see fit. We confirm that upon your request, we will obscure or otherwise remove your Vehicle’s registration plate in all promotional and advertising materials.

2.10 We will not be liable for any damage or vandalism caused to your Vehicle during the Advertising Period, regardless of whether such damage or vandalism is deemed by you or any third party to be caused as result of the Advertisements.

2.11 Should your Vehicle be damaged at any time during the Advertising Period, whether by accident or otherwise, we may reduce the Consideration in a manner that we deem to be appropriate (and as notified to you in writing) and/or terminate the Agreement with immediate effect. This termination shall not be deemed to be termination under clause 6 (Force Majeure).

  1. Your Obligations

3.1 You shall:

(a) maintain valid insurance, MOT and road tax on your Vehicle (or ensure that the Vehicle’s owner is maintaining such documentation) and ensure that the Vehicle is legal in all other respects including legally parked during the Advertising Period;

(b) act at all times during the Advertising Period in the best interests of us, and to not act in any way that may cause us, or the Campaign to be brought into disrepute;

(c) ensure that all information that you submit in the Registration Form will be accurate in all material aspects. If we determine in our sole discretion that such information is false, incorrect or misleading we may terminate the Agreement with immediate effect. You shall notify us as soon as possible (but in any event within one week) should the information in the Registration Form need updating, by emailing us at [email protected] ;

(d) use best efforts to park your Vehicle so that the Advertisements are fully visible, or are as visible as possible in the circumstances;

(e) use the Consideration specifically for the Vehicle displaying the Advertisements. If we determine that during the Adverting Period, the fuel card we shall provide you has been used on any vehicle other than the Vehicle, we will have the right to terminate this Agreement, and you shall be obliged to reimburse us with any amount(s) we would have incurred for your participation in the Campaign.

(f) notify us within 24 hours should any of the Advertisements be damaged, stolen or removed;

(g) not advertise any other campaign, individual, business or organisation on your Vehicle during the Advertising Period, without our express written consent; and

(h) direct all queries, comments and complaints to us at [email protected]

  1. Termination

4.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement upon providing two month’s written notice to the other Party. In the event you decide to terminate the Agreement prior to the lapse of the first two months of the Advertising Period, you shall be obliged to reimburse us with any amount(s) we would have incurred for your participation in the Campaign.

4.2 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

(a) the other Party commits a material breach of these Conditions which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(b) the other Party repeatedly breaches any of these Conditions in such a manner as can justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the Agreement;

(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company);

(d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party (being a company);

(e) the holder of a qualifying floating charge over the assets of that other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(f) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;

(g) the other Party (being an individual) is the subject of a bankruptcy petition or order;

(h) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(i) the other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

  1. Limitation of liability

5.1 Nothing in these Conditions shall limit or exclude our liability for:

(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or

(b) fraud or fraudulent misrepresentation.

(c) any other matter which cannot be excluded by law.

5.2 Subject to clause 5.1: (a) we shall under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Advertising Services;

5.3 This clause 5 shall survive termination of the Agreement.

  1. Force Majeure

6.1 No Party shall be liable or be deemed to be in breach of its obligations if its delay in performing, or failure to perform, was due to any cause beyond its reasonable control (an “Event of Force Majeure”). An Event of Force Majeure shall include a pandemic or epidemic, an act of God, explosion, flood, tempest, fire or accident; war or threat of war, national emergency, acts of terrorism, sabotage, insurrection or civil disturbance; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, regional or local authority; strikes, lockout or other industrial actions or trade disputes; unavailability or shortages of goods, materials, fuel, part-machinery, or transportation; power failure or breakdown in machinery; or default of third party suppliers or subcontractors.

6.2 Each Party agrees to give notice to each other upon becoming aware of an Event of Force Majeure. The notice shall contain details of the Event of Force Majeure circumstances. If an Event of Force Majeure continues for more than four weeks, the Party not in default may terminate the Agreement.

  1. General

7.1 These Conditions constitute the entire Agreement between the Parties. You agree that you have not relied upon any representation or statement not set out in these Conditions when entering into the Agreement. You acknowledge that these Conditions supersede all prior agreements, representations, statements and understandings between us.

7.2 From time to time we may amend these Conditions. We will notify you as to the date that the new Conditions will take effect and you acknowledge that your continued provision of the Advertising Services will be deemed to be acceptance of the new Conditions.

7.3 If either Party waives a breach or default of any of these Conditions by the other, this will not be deemed to be a waiver of any further breach of the same or other provisions. Likewise, if either of the Parties delays or does not exercise any right, power or privilege that it has or may have under these Conditions, this will not be deemed to be a waiver of any breach or default.

7.4 If any court or administrative body of competent jurisdiction finds that any of these Conditions is invalid or unenforceable, that shall not affect the other Conditions. All other provisions shall remain in full force and effect. The Parties agree to attempt to substitute any invalid or unenforceable Conditions with valid or enforceable Conditions that achieve, to the greatest extent possible, the economic, legal and commercial objectives.

7.5 You may not assign this Agreement or any of your rights and obligations. We will be entitled to assign this Agreement and any of our rights and obligations at any time.

7.6 These Conditions shall be governed by and construed in accordance with the laws of the Republic of Cyprus and the Parties agree to submit to the exclusive jurisdiction of the Courts of the Republic of Cyprus.

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