Advertising Barter Agreement Terms & Conditions

These Terms and Conditions (the “Terms”) govern the provision of advertising services and related trade-off arrangements between Digicel (BVI) Limited (“Digicel”) and the counterparty identified in the applicable commercial schedule or contract particulars (the “Advertising Partner”, and together with the Digicel, the “Parties”).

1. TERM

1.1 This Agreement shall commence on the Effective Date and shall continue for the period specified in the Contract Particulars (the “Initial Term”), unless terminated earlier in accordance with these Terms.

1.2 The Parties may agree in writing to extend this Agreement for additional periods (each an “Extended Term”, and together with the Initial Term, the “Term”).

2. SCOPE OF SERVICES

2.1 The Advertising Partner shall provide the advertising inventory, media placements, content, or other services described in the Contract Particulars (the “Advertising Services”).

2.2 The Digicel may provide goods, services, marketing exposure, or other agreed benefits (the “Digicel Services”), as specified in the Contract Particulars.

2.3 The Advertising Services and Digicel Services are together referred to as the “Services.”

3. PERFORMANCE OF SERVICES

3.1 Each Party shall perform its respective Services in accordance with this Agreement and the Contract Particulars.

3.2 The Advertising Partner shall:

(a) perform the Services in a professional and workmanlike manner;

(b) exercise due skill, care, and diligence consistent with industry best practice;

(c) comply with all applicable laws, regulations, and industry standards;

(d) comply with the Digicel’s brand guidelines and policies as notified from time to time; and

(e) comply with all reasonable written instructions issued by the Digicel.

3.3 The Advertising Partner shall ensure that it maintains all necessary licences, permits, and authorizations required to perform the Services.

3.4 The Advertising Partner shall not engage in any conduct which a reasonable person would consider materially damaging to the reputation, goodwill, or brand of the Digicel or its Affiliates.

3.5 The Advertising Partner shall cooperate with any third parties nominated by the Digicel in connection with the Services.

3.6 Each Party shall promptly notify the other of any matter that may materially impact its ability to perform the Services.

4. DIGICEL OBLIGATIONS

4.1 The Digicel shall provide such information, materials, and approvals as are reasonably required for the Advertising Partner to perform the Advertising Services.

4.2 The Digicel shall use reasonable endeavours to respond to requests for approvals within a reasonable timeframe.

4.3 Only written approvals issued by authorized representatives of the Digicel shall constitute valid approval.

5. TRADE-OFF ARRANGEMENT (NON-CASH CONSIDERATION)

5.1 The Parties acknowledge that this Agreement is a non-cash barter arrangement, and no monetary consideration shall be payable except as expressly provided herein.

5.2 The Parties shall assign a notional monetary value to the Services (the “Trade-Off Value”) solely for accounting, tax, and reconciliation purposes, as set out in the Contract Particulars.

5.3 Each Party shall issue invoices reflecting the Trade-Off Value of Services performed during the applicable period.

5.4 The Parties agree that such invoices shall be set off against each other, and only any net balance (if applicable) shall be payable.

5.5 Invoices shall be issued in accordance with the schedule set out in the Contract Particulars or, if not specified, monthly in arrears.

5.6 Any invoice dispute must be notified within ten (10) days of receipt. Undisputed amounts shall remain valid for set-off.

6. WARRANTIES

6.1 The Advertising Partner warrants that all Advertising Services and Deliverables (excluding materials provided by the Digicel):

(a) comply with all applicable laws and regulations;

(b) do not infringe the intellectual property or other rights of any third party; and

(c) are not unlawful, defamatory, misleading, or offensive.

6.2 Each Party warrants that:

(a) it has full power and authority to enter into and perform this Agreement; and

(b) this Agreement does not conflict with any other obligation binding upon it.

6.3 The Advertising Partner further warrants that it has the necessary personnel, expertise, and resources to perform the Services.

7. INDEMNITY

7.1 The Advertising Partner shall indemnify and hold harmless the Digicel and its Affiliates from and against all losses, damages, liabilities, and expenses arising out of or in connection with:

(a) any breach of this Agreement by the Advertising Partner; or

(b) any third-party claim to the extent arising from the Advertising Partner’s negligence, wilful misconduct, or breach of applicable law.

7.2 The Digicel shall promptly notify the Advertising Partner of any claim and provide reasonable cooperation in the defence of such claim.

8. INTELLECTUAL PROPERTY

8.1 All intellectual property rights in materials provided by the Digicel (“Digicel Materials”) shall remain vested in the Digicel.

8.2 All intellectual property rights in materials created by the Advertising Partner (“Partner Materials”) shall remain vested in the Advertising Partner.

8.3 The Advertising Partner grants the Digicel a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, and distribute the Partner Materials for its internal business and promotional purposes.

8.4 The Digicel grants the Advertising Partner a limited, non-exclusive, non-transferable, royalty-free licence to use Digicel Materials solely for the purpose of performing the Services during the Term.

8.5 Upon termination or expiry, all licences granted under this clause shall terminate, except where otherwise expressly stated.

9. CONFIDENTIALITY

9.1 Each Party shall keep confidential all confidential information of the other Party and shall use such information solely for the purposes of this Agreement.

9.2 Confidential information may be disclosed to employees, agents, or advisers on a need-to-know basis, provided that such persons are bound by confidentiality obligations.

9.3 Disclosure may be made where required by law or a regulatory authority, subject to prior notice where legally permitted.

10. DATA PROTECTION

10.1 Each Party shall comply with all applicable data protection and privacy laws in connection with this Agreement.

10.2 Neither Party shall process personal data on behalf of the other except as agreed in writing.

11. TERM AND TERMINATION

11.1 Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach and fails to remedy such breach within fourteen (14) days of notice.

11.2 The Digicel may terminate this Agreement for convenience upon thirty (30) days’ written notice.

11.3 Upon termination for convenience, the Parties shall reconcile the value of Services performed, and any imbalance shall be settled in cash or by agreed make-good services.

12. CONSEQUENCES OF TERMINATION

12.1 Upon termination or expiry:

(a) the Advertising Partner shall cease performing the Advertising Services;

(b) all licences granted under this Agreement shall terminate (except as otherwise provided);

(c) each Party shall return or destroy the other Party’s confidential information; and

(d) the Advertising Partner shall provide reasonable transition assistance if requested.

13. LIMITATION OF LIABILITY

13.1 Nothing in this Agreement shall exclude or limit liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any liability which cannot be excluded by law.

13.2 Subject to clause 13.1, each Party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the Trade-Off Value.

13.3 Neither Party shall be liable for any indirect, incidental, or consequential loss, including loss of profits or business.

14. FORCE MAJEURE

14.1 Neither Party shall be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, provided that it notifies the other Party promptly.

15. GOVERNING LAW AND JURISDICTION

15.1 This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands.

15.2 The courts of the British Virgin Islands shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

16. GENERAL

16.1 Entire Agreement – This Agreement constitutes the entire agreement between the Parties.

16.2 Variation – Any variation must be in writing and signed by both Parties.

16.3 Assignment – The Advertising Partner may not assign or subcontract its obligations without the Digicel’s prior written consent.

16.4 Notices – All notices must be in writing and delivered in accordance with the Contract Particulars.

16.5 Relationship – Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

16.6 Counterparts – This Agreement may be executed in counterparts.