APO GROUP TERMS & CONDITIONS

Updated 13 March, 2024

• Introduction and Acceptance

  1. By purchasing services from African Press Organisation Ltd (“APO”) you explicitly and/or tacitly accept the service terms and conditions listed below, and any Annexures attached (“Service Terms”).
  2. These Service Terms explain the conditions applicable to how a Client will use our services.
• Services

  1. The core of APOs service is Press Release Distribution and Public Relations Consultancy (“Services”). The following details the terms and conditions applicable to all Services offered by APO. Services will be valid for one (1) calendar year from the date of purchase unless stated otherwise in the Scope of Work, the Quotation or in writing by the Company.
  2. Public Relations and Media Services

     1. Events

        1. Large Scale Events – 10+ Media Representatives For any event organised with APO, the event date and time is to be scheduled with APO at least 3 (three) weeks in advance. This is to allow for market-based research including other events happening on the event date, any public holidays and/or political or economic circumstances/disruptions. At least 2 (two) weeks prior to the scheduled event date, the Client is to provide APO with details on the event topic,target audience, and the key spokespeople. All relevant press material is to be finalised and provided to APO at least 3 (three) working days before the scheduled event date. APO cannot guarantee that all registered media will attend the event. The Client accordingly indemnifies APO against any failure by media representatives to attend the event.
        2. Small Scale Events – less than 10 media representative For any event with less than 10 invited media representatives, the event can be scheduled with APO 2 (two) weeks in advance. The event details can be submitted to APO within 1 (one) week of the event and the press material can be finalised 2 (two) business days before the event. APO cannot guarantee that all registered media will attend the event. The Client accordingly indemnifies APO against any failure by media representatives to attend the event.
        3. Virtual and Hybrid Events For any virtual or hybrid events that are broadcast live, event speakers are required to attend a dry technical within 2 (two) business days of the event to iron out and avoid any technical issues during the event and ensure the event runs according to schedule. Speakers are required to connect 30 (thirty) minutes before event start. APO is not responsible for any disruption in internet connectivity for speakers or participants which may disrupt the event.
        4. Cancellation Fees Any event which the Client reschedules or cancels anywhere between 3 to 1 week before the event date, the Client will be charged a cancellation fee equal to 50% (fifty percent) of the service fee paid to APO (“Cancellation Fee”). Any event rescheduled or cancelled within one week of the event date will be subject to a 100% Cancellation Fee. The Cancellation Fee shall not include any disbursements or third-party costs which will be settled in accordance with the applicable third party’s terms and conditions.
     2. Interviews

        1. The Client understands and agrees that APO cannot guarantee any interview to be conducted with specific or chosen media. For any interview, APO and the Client are to agree on the attending media and the date of the interview at least 1 (one) week before the interview based on market intelligence (including other events happening on same day, public holidays and/or political or economic circumstances). APO will offer up to 3 (three) opportunities of interviews from the mutually agreed list of attending media. Should the Client refuse those 3 (three) opportunities, the service will be considered rendered. The Client understands that journalists attending the interview may choose not to publish an interview after it is conducted. In these circumstances APO shall not be held liable for any failure by a journalist to publish an interview. APO is not responsible for the editorial choices made by the interviewer at time of publication. APO shall not be held liable for any connectivity issue on interviewer or interviewee side should the interview be conducted remotely.
        2. Cancellation Fees Should the Client cancel or fail to attend a scheduled interview, the Client shall be liable for a Cancellation Fee equal to 100% of the interview service fee. Should the client request to reschedule the interview less than one week prior to the scheduled interview date, the Client shall be subject to a Cancellation Fee equal to 50% of the interview service fee.
     3. Influencer Marketing:

        Any service fees charged by APO for influencer marketing shall not include the fees and costs associated with the services of a chosen social media influencer and any associated third parties. The Client understands and agrees that: APO cannot guarantee the performance or content produced by an influencer will be fit for the Client’s purposes; APO cannot guarantee that the content produced by an influencer will exclude any derogatory, defamatory, or discriminative elements towards the Client or any third party and APO is accordingly indemnified against any third-party claims which may arise as a result of any content produced by an influencer; APO cannot guarantee that an influencer will meet any precise engagement metrics after their services are engaged.
     4. Landscape Mapping For all landscape mapping services, the requirements thereof (such as document format and categories of information to be included) are to be clearly defined and agreed during the preliminary briefing between the parties. The requirements for landscape mapping are not subject to subsequent change once they are confirmed between the parties.
     5. Content Placement:

        APO must be provided with 2 (two) week’s notice where the Client requires the placement of any content. APO cannot guarantee any specific media outlet for the placement of content. APO can place content on social media (organic and/or paid content) for an additional service fee at the Client’s request.
     6. Content Production :

        APO content production services include but are not limited to –opinion pieces, thought leadership articles, blogs, feature articles, press releases, case studies, and white papers. The turnaround time for content production is – 2 (two) weeks for content expect for white papers and case studies, where it is 4 (four) weeks.

        APO will prepare a brief before preparing any content which must be signed off by the Client to ensure APO has correctly understood the Client’s requirements and is able to implement the Client’s intention. For any content produced, the Client shall be afforded 3 (three) rounds of review to affect any changes or feedback to the content.

        APO reserves the right to bill the Client for any subsequent rounds of review beyond the 3 (three) initial rounds of review. Where additional rounds of review are required APO will notify the Client of the additional round of review and the associated costs before implementing the further amendments.

        The Client shall be afforded one month (30 calendar days) to provide their feedback and approval of any content or round of review of content. Where the Client fails to provide any feedback or approval within one month or provides such feedback after the one-month period, APO reserves the right to bill the Client appropriately for the time spent to produce such content or affect such subsequent changes. Where there are further rounds of review required beyond the initial 3 (three) rounds of review, but the Client has failed to provide their feedback and approval for such round of review within 30 days, APO reserves the right to proceed to implement the required amendments and to bill the Client appropriately for the time spent to finalise the content. Should a review require more than 50% rewriting of the content, APO will consider the content delivered and bill for it. A new quotation will be issued to develop new content.

        APO will not use Artificial Intelligence (AI) tools for Content Production.

     3. Press Release Distribution
     1. Due to the Client’s intimate familiarity with its company and industry and the fact that APO serves as its agent for the purpose of the requested services, APO cannot undertake to verify every fact supplied by the Client for any press release published. The Client is responsible for the accuracy, completeness, and propriety of the information that it provides to APO concerning the Client’s products, services, organisation, and industry. The Client represents and warrants to and in favour of APO, that all information and materials that it provides to APO are rightfully owned (or licensed as the case may be) by the Client and does not violate or infringe the intellectual property or other rights of any third party. The Client accordingly indemnifies APO against all third-party claims that may arise due to the Client’s infringement of any third-party rights. The Client hereby warrants: -to comply with all APOs reasonable instructions and requests in respect to the Services, -to provide all information, data and documentation reasonably requested to enable APO to provide the Services, -to provide all requested information and images in an acceptable format; and -that APO may rely upon the completeness and accuracy of any information or data so provided by the Client.

        The Client acknowledges and accepts that:

        -APO reserves the right not to publish any material which in its reasonable opinion is or may be of an illegal or libelous nature or may constitute an infringement of the proprietary or other rights or any third party.

        -APO will not distribute media advisories or press releases containing a media registration link, form, or other media registration material. Should the Client wish to organise media attendance for an event, they may contact APO directly.

        -the Client is fully responsible for the content of its press releases and media or documents joined for distribution. APO is simply responsible for the distribution of the press release. Should the client send a document with change tracking activated, APO will accept all changes and proceed with distribution. Broken links included in the document will be removed.

        -the text and content of the press release and any digital media distributed with the press release including, but not limited to, images and videos may be free from copyright and any other intellectual property protection. The Client further accepts that any third party may use such text and digital media provided in a press release for editorial or commercial purposes.

        -modifications cannot be made to a press release after it has been distributed, nor will APO contact media that have published the press release to ask them to unpublish or make changes to it. The Client may elect to distribute a new press release which APO will distribute to correct the incorrect press release. Where the Client elects to issue a new press release, the Client will be billed for this new press release unless a mistake resulting in the need for re-distribution is clearly attributable to APO in which case the new press release correcting the incorrect Press Release will not be billed.

        -APO will not be responsible for the content distributed by third party organisations using its Services.
     2. Distribution Hours APOs standard press release distribution schedule is 08h00 to 18h00 GMT, Monday to Friday (“business hours”). Subject to one (1) business days’ notice, APO can arrange distribution of a press release outside of business hours. A press release can be distributed between 06h00 and 08h00 GMT, between 18h00 and 21h00 GMT, or during the weekend between 06h00 and 21h00 GMT. Any press release published outside of business hours shall be subject to a priority fee. The priority fee will be calculated on a case-by-case basis depending on the nature of the press release and the requested distribution time.
     3. Unlimited Press Releases packages are subject to reasonable use of 260 releases maximum per year.
     4. APO requirements on the distribution of Press Releases and Multimedia Content:

        Press Release: Editable Word document only

        File type – Doc, Docx

        ​

        Images: High definition (no less than 1024 px, 16/9 ratio). Not pixelated or blurry

        Maximum file size 20MB

        File type – Jpeg, Jpg, PNG

        Sound bite: Recommended no longer than 2 mins, no background noise

        MP3 format only

        Maximum file size 20MB

        Presentation:: PDF, PPT, PPTX only

        Maximum file size 10MB

        Infographics PDF only

        Maximum file size 10MB
  3. Translations

     1. The Client acknowledges and accepts that APO makes use of third parties to translate press releases and other content. The Client therefore indemnifies and holds APO harmless from any claims or losses that may arise from translation errors that may occur and/or any loss or other damages, whether direct or indirect, occasioned by such translation errors. The Client is responsible for confirming the accuracy of any translation.
  4. Industries APO DO NOT serve

     1. Industries APO do not serve include: Tobacco, Arms, Alcohol and Gambling.
• Priority Fees

  1. Where a Client requires any services from APO but requests such services on an urgent or expedited basis  such services will be subject to a priority fee. A priority fee will be charged as APO must reallocate resources and prioritise the Client’s requested services above other clients requested services.
  2. The priority fee will be calculated on a case-by-case basis depending on the nature of the services requested, the urgency required by the Client and the capacity of APO to provide the services within the requested timeframe.
  3. APO reserves the right to deny a Client’s request for urgent services where it is unable to provide the requested services within the urgent or expedited timeframe of the Client. Unless urgency was requested by the Client at the time they requested any services, APO shall not be liable to refund the Client any fees where it is unable to provide the services to the client within the urgent or expedited timeframe requested by the Client.
• Client Responsibilities and Warranties

  1. By using our Services, the Client warrants that:

     4.1.1. they have the consent and authority to provide information and to appoint APO Group to provide the Services;

     4.1.2. they lawfully possess and submit all information to APO Group for the use of it or the Services;

     4.1.3. they have not made any misrepresentations and the information provided is true, accurate and complete in every aspect;

     4.1.4. they will not provide, replicate, or transmit any abusive content that is or could reasonably be considered to be threatening, harassing, defamatory, abusive, racist, sexist, discriminatory, in breach of confidence, in breach of privacy or bring APOs name into disrepute;

     4.1.5. they will not send any unsolicited electronic messages or use any software, routine, or device to interfere or attempt to interfere electronically or manually with the operation or functionality of APOs Services including but not limited to providing files containing corrupt data or virus;

     4.1.6. they will not infringe the intellectual property or other rights of any third party or transmit content that they do not own or do not have the right to publish or distribute;

     4.1.7. they will pay all fees due to APO punctually and in full; 4.1.8. they will not do anything or allow any act to be done which does or is reasonably and foreseeably likely to prejudice the good name and reputation of APO.

     4.1.9. they will not use the Services to breach any applicable law or regulation or perform or encourage any illegal activity, failing which, such action will automatically and immediately be deemed to be a material breach of these Terms, allowing APO to manifest all its rights in the case of breach.
• Confidentiality and Processing of Personal Information

  1. Confidentiality- Neither party shall, during or after the provision of these Service Terms, use to the prejudice or detriment of the other party, or divulge to any person, any material, client list, business method, trade secret or any other confidential information concerning the business affairs of the other party which may have come into its possession or knowledge during the provision of the Services. 5.2. Processing Information – APO will process all personal information in accordance with its Privacy Policy and ensure all appropriate technical and organisational measures are in place against the unauthorised use, accidental loss, damage, or destruction of personal data. APOs Privacy Policy is accessible at http://apo-opa.com/privacy-policy/ . 5.3. Public Relations – Unless otherwise agreed, the Client agrees that APO will be entitled from time to time, in perpetuity, at no cost paid to the Client, to publish in literature and the media, display on its website and other public online channels, release public relations statements, that include the Client’s company name and logo and/or a case study of the Services provided to the Client by APO.
• Data Messages

  Data messages, including email messages, the Client sends to APO will be considered as received only when acknowledged or responded to. Data messages sent to the Client by APO will be regarded as received when the data message enters the Clients email sever inbox and is capable of being retrieved and processed. APO reserves the right not to respond to any email or other data message that contains obscene, threatening, defamatory or otherwise illegal, unlawful, or inappropriate content, and to take appropriate action against the sender of such email or data message if necessary. Messages sent over the internet cannot be guaranteed to be completely secure as they can be intercepted, lost, or corrupted. We are therefore not responsible for the accuracy or safety of any message sent by email or over the internet.
• Disclaimers and Indemnities

  1. Disclaimers

     1. As Is – The Services are provided “as is” and “as available”. APO Group makes no representations or warranties, express or implied, including but not limited to warranties as to the accuracy, correctness, or suitability of the information contained about any Service or outcome.
     2. Limited Liability – APO, its shareholders, directors, employees, and partners, accept no liability for any loss, claim, damage or injury caused or sustained, save as may be occasioned as a direct result of any wilful or grossly negligent act or omission on the part of APO in the course and scope of the provision of the Services, provided always that APO shall never be liable to the Client and/or its customers, employees and contractors in respect of consequential, indirect or special losses and/or damages (including loss of profits). APOs liability in any circumstance shall be limited to the proceeds of any insurance cover, if any, carried by APO in relation to its liability arising in respect of the Services.
  2. Indemnities

     7.2.1. Save for instances of fraud or gross negligence, the Client indemnifies and holds APO harmless from and against any and all actions, claims, demands, proceedings or judgments (collectively “claims”) and any and all losses, liabilities, damages, costs, charges and expenses (collectively “losses”) of whatever nature, including for attorneys’ fees and related costs such as tracing fees, made by any third party, and in whichever jurisdiction, which may be instituted, made or alleged against, or are suffered or incurred by the Client or arise out of or in connection with the Client’s use of the Services in any way.

     7.2.2. The Client agrees to indemnify, defend, and hold APO harmless from any direct or indirect liability, loss, claim and expense (including reasonable legal fees) related to the Client’s breach of these Terms.

     7.3. This clause will survive termination of these Service Terms.
• Termination of Use

  1. IN ADDITION TO ANY OTHER RIGHTS HEREIN, APO RESERVES THE RIGHT TO RESTRICT AND/OR TERMINATE THE CLIENTS USE OF THE SERVICES IF IT BREACHES ANY OF THESE SERVICE TERMS, OR FOR ANY OTHER REASON IN APO SOLE DISCRETION PROVIDED THAT APO GIVES REASONABLE NOTICE TO THE CLIENT. 8.2. Termination will not have any effect on the continued and comprehensive functioning or legitimacy of any lawful rights the parties may have at the time of said termination.
• General

  1. Relationship Between the Parties – The relationship of the parties, inter se, shall be governed by the service level agreement between the parties and these Service Terms and nothing contained herein shall be deemed to constitute a partnership, joint venture, employer/employee agreement, agency agreement, or the like between them. No party shall by the reasons of the actions of the other party incur any personal liability as co-partner to any third party.
  2. Force Majeure – If either party is prevented, whether in whole or in part, or delayed from performing any of its duties, functions or obligations under these Service Terms, whether timeously or at all, due to an event out of their control (which for the purposes hereof shall mean war, political riots, civil commotions, electrical load-shedding or surges, legal prohibitions or restrictions, epidemics, pandemics, governmental lockdowns, fire, floods or other similar natural disasters and third party factors that may impede media attendance, engagement, or coverage for any event), then such failure shall not constitute a breach under these Service Terms, and the obligation to perform shall be suspended to the extent and during the continuance of such prevention provided that the parties shall use their reasonable commercial endeavours to minimise any delay occasioned.
  3. Governing law – These Service Terms shall be governed by and interpreted in accordance with the law of the United Kingdom. All disputes, actions, and other matters in connection with this Agreement shall be determined in accordance with such law.
  4. Change Without Notice – These Service Terms are subject to change without notice. These Service Terms are updated or amended from time to time and will be effective once they are uploaded or provided to the Client. The Client’s continued use of the Service constitutes its acceptance to be bound by these Service Terms, as amended.
  5. Entire Agreement – This document contains the entire agreement between the parties in relation to the subject matter hereof. Save as contemplated in clause 8.3, no alteration, cancellation, variation of, or addition hereto will be of any force or effect unless reduced to writing and signed by all the parties to these Service Terms or their duly authorised representatives.
  6. No Indulgence – No indulgence, leniency or extension of time granted by APO shall constitute a waiver of any of APOs rights under these Service Terms and, accordingly, APO shall not be precluded as a consequence of having granted such indulgence, from exercising any rights against the client which may have arisen in the past or which might arise in the future.
  7. Importation of Words – Words importing the singular will include the plural and vice versa. Words importing one gender will include the other genders, and words importing persons will include partnerships, trusts, and bodies corporate, and vice versa.
  8. Headings as Reference – The headings to the paragraphs in these Terms are inserted for reference purposes only and will not affect the interpretation of any of the provisions to which they relate.
  9. Disbursements – All Services exclude third party costs and disbursements, including but not limited, to venue booking, transportation, accommodation, catering, journalists per diems, and promotional costs.
  10. Failure to Pay – In the event of a Client failing to pay any amount timeously or breaching these Service Terms, the Client shall be liable for all legal costs (on the scale as between attorney and client) (including collection commission) which may be incurred by APO in relation to the payment failure or breach.
  11. Severability – Each sentence, paragraph, term, clause and provision of these Service Terms and any portion thereof shall be considered severable and if for any reason, any such sentence, paragraph, term, clause or provision is held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation or in terms of a final, binding judgment issued by any court, it shall to that extent be deemed not to form part hereof and shall not impair the operation of, or have any effect upon such other sentence, paragraph, term, clause or provision hereof as may otherwise remain valid or intelligible, which shall continue to be given full force and effect and bind the parties hereto.
  12. Prohibited Provision – No term or condition of these Service Terms is intended to breach any peremptory provisions of any consumer protection legislation and any regulations thereto (“Prohibited Provision”). Any breach of any such Prohibited Provision shall be governed by the provisions of clause 8.10.