These Terms & Conditions govern all Services provided by Xplore Media Limited and form part of every Agreement between the Company and the Client.

An Agreement is formed when the Client: (a) signs or countersigns a Proposal; (b) pays a deposit or any sum toward Services; (c) submits artwork or campaign instructions in reliance on a Proposal; or (d) provides written confirmation (including by email or WhatsApp) of acceptance. Any one of these actions constitutes binding acceptance of the Agreement and these Terms.

No variation of these Terms shall be effective unless expressly agreed in writing and signed by an authorised director or officer of the Company. The Company's failure to enforce any provision on any occasion shall not constitute a waiver of that provision.

These Terms supersede any prior terms, arrangements, or representations made by any employee or agent of the Company, unless expressly incorporated in writing into the Proposal.

If the Client acts as an advertising agency or intermediary on behalf of an end advertiser, the Client warrants it has authority to bind the end advertiser to these Terms. The Client and end advertiser shall be jointly and severally liable for all obligations under the Agreement.

The Company provides outdoor advertising media, digital billboard Screen Placements, static billboard bookings, signage fabrication, and Installation Services across Jamaica, including Kingston, Montego Bay, St. Ann, and other locations as expanded from time to time.

The specific Services, applicable locations, Campaign Periods, and fees shall be set out in the Proposal. The Company reserves the right to modify location availability and screen rosters subject to operational, regulatory, and site-access requirements.

The Company does not guarantee specific audience figures, impressions, or advertising outcomes. Audience and traffic data, where provided, are estimates based on available research and are provided for planning purposes only.

The Company reserves the right to subcontract any part of the Services. The Company remains responsible for the performance of any subcontractor engaged under an Agreement.

All Proposals are valid for fourteen (14) days from the date of issue unless otherwise stated. The Company reserves the right to withdraw or revise a Proposal at any time before acceptance.

Billboard and digital screen inventory is allocated on a first-accepted, first-reserved basis. A booking is only confirmed upon receipt of the required deposit. The Company is not obligated to hold inventory pending payment.

The Client shall supply all required artwork and campaign materials to the Company no later than seven (7) Working Days before the campaign start date, unless otherwise agreed in writing. Late submission may result in a delayed campaign start at no cost reduction to the Client.

Where the Company provides graphic design services, the Client is entitled to two (2) rounds of revision. Additional revisions shall attract a supplementary fee as quoted by the Company.

Campaign start dates are estimates based on the Client's timely fulfilment of all obligations. Time shall not be of the essence in respect of campaign commencement, and the Company shall not be liable for delays arising from the Client's failure to supply materials, approvals, access, or payments on time.

Unless otherwise stated in the Proposal, a non-refundable deposit of fifty percent (50%) of the total invoice value is required upon acceptance of a Proposal to confirm a booking. The remaining balance is due no later than fourteen (14) days before the campaign start date or installation commencement, whichever is earlier.

For Installation Services, a deposit of fifty percent (50%) is due upon acceptance of the Proposal, and the balance is payable upon practical completion, prior to handover.

All prices stated in a Proposal are exclusive of GCT unless expressly stated otherwise. GCT at the applicable rate shall be added to all invoices and is payable by the Client.

Payment shall be made by bank transfer, manager's cheque, or such other method as the Company may specify. The Company does not accept payment in instalments unless expressly agreed in writing.

All sums are payable in Jamaican Dollars (JMD) unless the Proposal expressly states otherwise. Where a Proposal is issued in USD, the exchange rate applicable at the time of payment shall be the Bank of Jamaica selling rate on the date of payment.

Interest shall accrue on all overdue amounts at the rate of three percent (3%) per month, compounded monthly, from the due date until actual payment, without prejudice to any other remedy available to the Company.

The Company reserves the right to withhold or suspend any Services — including withholding campaign launch, delaying installation, or removing displayed Creative — if any payment is outstanding beyond its due date. The Company shall not be liable for any loss or inconvenience resulting from such suspension.

The Client shall reimburse the Company for all reasonable costs of debt recovery, including legal fees on a full indemnity basis, where any sum remains unpaid beyond thirty (30) days after its due date.

Where new taxes, levies, or regulatory fees are imposed on outdoor advertising or Installation Services after the date of a Proposal, the Company reserves the right to pass such additional costs on to the Client by written notice.

A Client may cancel an accepted booking by providing written notice to the Company. Cancellation is only effective upon the Company's written acknowledgement of receipt.

Upon cancellation of an accepted Proposal or confirmed booking by the Client (for any reason), the Company shall be entitled to retain or invoice a Cancellation Fee equal to thirty-three percent (33%) of the total Agreement value. This represents a genuine pre-estimate of the Company's losses, administrative costs, opportunity cost, and foregone revenue. The Cancellation Fee shall be payable within seven (7) Working Days of the cancellation notice.

Where a deposit paid is less than the Cancellation Fee, the Client shall pay the difference. Where the deposit exceeds the Cancellation Fee, the Company shall refund the excess within twenty-one (21) Working Days.

Where Installation Services have commenced prior to cancellation, the Client shall additionally be liable for all work completed, materials procured or fabricated, equipment deployed, and third-party costs incurred by the Company up to the date of cancellation, regardless of the Cancellation Fee.

Cancellations of Digital Billboard Screen Placements made less than fourteen (14) days before the scheduled campaign start date shall attract the Cancellation Fee regardless of reason, save for cancellations arising directly from a Force Majeure Event.

The Company reserves the right to cancel any booking by written notice in the following circumstances: (a) non-payment of any sum due; (b) breach of any provision of these Terms; (c) regulatory prohibition or loss of site access; or (d) a Force Majeure Event lasting more than thirty (30) consecutive days. In such cases, the Company shall refund prepaid fees on a pro-rata basis for the unused Campaign Period.

The Client acknowledges that the Cancellation Fee represents a genuine and reasonable pre-estimate of the Company's loss and is not a penalty. The Client waives any right to challenge the enforceability of the Cancellation Fee on the grounds that it constitutes a penalty clause.

Static billboard bookings are made for a defined Campaign Period as specified in the Proposal. The Campaign Period commences on the agreed start date or, if the Client fails to supply artwork by the required deadline, within forty-eight (48) hours of receipt of approved artwork, whichever is later. The Campaign Period shall not be extended to compensate for artwork delays attributable to the Client.

The Client is responsible for supplying artwork in the Company's specified print format, at the required resolution and dimensions, within the timeframe set out in clause 4.3. The Company shall not be liable for print quality issues arising from artwork supplied below the specified resolution or in an incorrect format.

The Company shall use reasonable endeavours to display the Client's Creative on the agreed billboard face. The Company does not guarantee uninterrupted display and shall not be liable for brief periods of non-display attributable to weather, vandalism, routine maintenance, or other causes beyond the Company's reasonable control.

Where a billboard face is damaged or rendered unusable during a Campaign Period due to causes beyond the Company's control, the Company shall offer the Client a Makegood on an equivalent or comparable site for the remaining campaign days. No monetary refund shall be due in such circumstances.

The Client shall not affix, attach, or modify any element of the billboard structure. The Client's rights are limited to display of approved Creative on the specified billboard face during the Campaign Period.

Upon expiry of the Campaign Period, the Company shall be entitled to remove or replace the Client's Creative without further notice. Creative materials shall not be returned to the Client unless expressly agreed in writing.

Digital Billboard Screen Placements entitle the Client to a defined number of display slots or loop positions per hour on the applicable digital screen, as specified in the Proposal. The Company does not guarantee exclusive display; Client Creative shall rotate with other advertisers unless an exclusive booking is expressly agreed in writing.

Digital content must be supplied in the Company's prescribed file format, resolution, frame rate, and file size specifications. The Company shall provide format specifications upon booking confirmation. Creative that does not meet specifications may be rejected, and the Company shall not be liable for delays caused by non-compliant files.

The Company reserves the right to reject, withhold, or remove any digital content at any time without notice where the content: (a) does not comply with these Terms; (b) violates applicable law or regulatory requirements; (c) generates complaints from public authorities; or (d) conflicts with the Company's content standards. No refund shall be payable for any period during which content is withheld for these reasons.

The Company shall use commercially reasonable efforts to ensure digital screens operate during agreed display hours. Unscheduled downtime of up to seventy-two (72) hours in any thirty (30) day period shall not entitle the Client to any refund or Makegood.

Where a digital screen experiences downtime in excess of seventy-two (72) hours in any thirty (30) day period due to causes within the Company's reasonable control, the Company shall provide the Client with a pro-rata Makegood on a comparable screen or extend the Campaign Period accordingly. This is the Client's sole remedy for digital screen downtime.

The Company does not provide campaign performance reports, impression counts, or play-confirmation logs unless expressly offered as part of the Proposal.

Where the Proposal includes supply of LED screens or digital display equipment, the Company warrants that all screens supplied are fit for their described purpose at the time of delivery and commissioning.

After acceptance and sign-off by the Client, the Company shall provide warranty support for the period stated in the Proposal. Where no period is stated, a standard ninety (90) day workmanship warranty shall apply. This warranty does not cover damage from misuse, power surges, unauthorised interference, or Force Majeure Events.

The Client shall be responsible for maintaining an adequate power supply meeting the Company's electrical specifications at the display site. The Company shall not be liable for screen damage or malfunction arising from inadequate or unstable power supply.

Where the Company is engaged to fabricate or supply signage (including building signs, fascia signs, pylon signs, pole signs, directional signs, illuminated channel letters, and vehicle graphics), the Proposal shall specify the materials, dimensions, finish, and delivery or installation schedule.

The Client shall approve all design proofs in writing before fabrication commences. Once written approval is given, the Company shall not be liable for errors in content, spelling, colour, or dimensions that were present in the approved proof.

Custom-fabricated signage is non-returnable and non-refundable once fabrication has commenced. Design changes requested after fabrication begins will attract additional costs, invoiced separately.

The Company shall endeavour to match colours to the Client's specified Pantone or CMYK references, but minor variations may occur depending on substrate and production variables. The Company shall not be liable for colour variations within acceptable industry tolerances.

Risk in signage passes to the Client upon delivery to the specified site or, where installation is included, upon practical completion and handover. Title to any signage shall pass to the Client only upon receipt of full payment of all sums due.

Where the Client supplies Creative, the Client warrants that: (a) it owns or has obtained all necessary licences and permissions for all images, text, music, logos, and content included; (b) the Creative does not infringe any intellectual property right, privacy right, or defamation law; (c) the Creative complies with all applicable laws in Jamaica; and (d) where the Creative includes the likeness or name of any living person, the Client has obtained that person's written consent.

The Company shall not be required to verify whether submitted Creative infringes any third-party rights. The Client shall indemnify and hold harmless the Company in full against all claims, costs, damages, and legal fees arising from the display of Creative supplied by the Client.

Where the Company creates Creative on the Client's behalf, all copyright and intellectual property shall vest in the Company until full payment is received, at which point the Company shall assign the Client a non-exclusive licence to use the Creative for the agreed purpose. The Company retains the right to include such Creative in its portfolio unless the Client objects in writing at the time of commissioning.

The Company accepts no responsibility for the loss of or damage to any physical artwork, vinyl, or printed material supplied by the Client after display or after the Campaign Period.

The Company reserves the right to refuse to display or to immediately remove any Creative that, in the Company's reasonable opinion: (a) is unlawful, defamatory, obscene, or offensive to public morals; (b) promotes illegal products, substances, or activities; (c) constitutes misleading or deceptive advertising; (d) violates any law or regulatory code applicable in Jamaica; (e) is likely to cause offence to a reasonable member of the public; or (f) has been challenged or ordered removed by any regulatory authority or court.

Where Creative is removed under clause 11.1, the Company shall not be liable for any loss or damage suffered by the Client, no refund shall be payable, and the Client shall remain liable for all fees due under the Agreement.

The Client warrants that all advertising copy is truthful, accurate, and complies with relevant advertising standards applicable in Jamaica. The Client accepts sole responsibility for the content of all Creative displayed under the Agreement.

Where the Proposal includes Installation Services, the Company shall provide all labour, equipment, and materials necessary for the installation of billboard structures, digital screens, signs, and related components, as specified in the Proposal and any associated Bill of Quantities (BOQ).

All installation timelines are estimates only. The Company shall not be liable for delays caused by: (a) late payment or late supply of materials by the Client; (b) site access restrictions; (c) delays in obtaining permits or regulatory approvals; (d) adverse weather conditions; (e) supply chain disruptions; or (f) any other cause beyond the Company's reasonable control.

Practical completion of installation shall be certified by the Company's authorised representative. The Client shall inspect the installation within five (5) Working Days of the Company's notice of completion. Failure to notify the Company of any defects within this period shall be deemed acceptance of the installation.

All structural installations shall be carried out in accordance with applicable Jamaican building codes and engineering standards. Structural engineering certification, where required, shall be the Client's responsibility to commission and pay for unless expressly included in the Proposal.

The Company provides a ninety (90) day workmanship warranty on all installation work, covering defects arising from faulty workmanship. This warranty does not cover damage caused by third parties, weather events, structural failure of the Client's premises, or Force Majeure Events.

All electrical works shall be performed by qualified personnel. The Client is responsible for ensuring that an adequate and stable electrical supply is available at the installation site in accordance with the Company's specifications prior to installation commencement.

The Company shall not be responsible for damage to LED screens, control systems, or related equipment arising from power surges, unstable current, lightning strikes, or other electrical disturbances at the Client's site after handover.

The Client shall ensure the installation site has been cleared and prepared in accordance with the Company's site preparation requirements prior to the agreed installation date. Costs incurred due to an unprepared site, including additional mobilisation or re-scheduling, shall be charged to the Client.

The Client shall provide or procure safe, adequate, and timely access to the installation or display site for the Company's personnel and equipment. Where site access requires third-party permission (including landlord, property owner, or government approval), the Client is solely responsible for obtaining such permission before the agreed date.

Where access is denied, restricted, or delayed through no fault of the Company, the Company shall be entitled to invoice the Client for any standing time, re-mobilisation costs, or wasted resources at the Company's standard rates.

The Client warrants that the installation site is structurally adequate to bear the load and dimensions of the proposed structure. The Company shall not be liable for any damage to the Client's property arising from structural inadequacy of the site that was not disclosed to the Company prior to installation.

The Client shall ensure the installation site complies with all applicable zoning, planning, and land-use laws. The Company is not responsible for any regulatory action taken against the Client's property arising from the Client's failure to obtain required approvals.

The display of outdoor advertising in Jamaica is regulated by the relevant Municipal Corporation, the Kingston and St. Andrew Municipal Corporation (KSAMC), the National Environment and Planning Agency (NEPA), the National Works Agency (NWA), and such other authorities as may have jurisdiction over the proposed display location.

Unless expressly stated in the Proposal, the procurement of all necessary advertising permits, planning approvals, and regulatory consents is the Client's responsibility. Where the Company agrees to assist with permit applications, this is provided as a facilitation service only; the Company does not guarantee that any permit or approval will be granted.

Where a campaign or installation is delayed or cannot proceed due to the Client's failure to obtain required permits or approvals, the Company shall not be liable for any resulting loss, and all fees shall remain payable in accordance with the Proposal.

Where any regulatory authority orders the removal, suspension, or modification of an advertising display or installed structure, and such order is not attributable to the Company's own breach of law, all costs of compliance shall be borne by the Client.

The Company reserves the right to immediately remove any display or structure upon receipt of a formal order from any regulatory authority, without prior notice to the Client, and without liability for any loss suffered by the Client as a result.

To the fullest extent permitted by Jamaican law, the Company shall not be liable to the Client for: (a) loss of profit, revenue, business, contracts, or anticipated savings; (b) loss of data or information; (c) loss of goodwill or reputation; (d) any indirect, special, incidental, or consequential loss; or (e) any loss arising from circumstances beyond the Company's reasonable control — in each case whether arising in contract, tort, or otherwise, even if the Company has been advised of the possibility of such losses.

Nothing in these Terms shall limit or exclude the Company's liability for death or personal injury caused by the Company's negligence, or for fraud or fraudulent misrepresentation.

The Client shall indemnify, defend, and hold harmless the Company and its directors, officers, employees, and agents from and against all claims, losses, damages, costs, and legal fees (including on a full indemnity basis) arising from or in connection with: (a) the content or display of Creative supplied by the Client; (b) the Client's breach of any obligation under these Terms; (c) the Client's use of the Services in breach of applicable law; (d) any third-party claim arising from Creative displayed under the Agreement; or (e) any failure by the Client to obtain required permits or consents.

The Company shall not be liable for damage to or theft of displayed Creative, printed materials, or installed signage after acceptance by the Client. The Client is responsible for maintaining adequate insurance for its own assets.

Neither party shall be in breach of the Agreement, nor liable for any delay or failure to perform, where such delay or failure arises from a Force Majeure Event, provided that the affected party: (a) notifies the other party in writing as soon as reasonably practicable; (b) uses reasonable endeavours to mitigate the effects; and (c) resumes performance as soon as the Force Majeure Event ceases.

Where the Company's performance is prevented by a Force Majeure Event for a period not exceeding thirty (30) consecutive days, the Company shall, where reasonably practicable, offer the Client a Makegood for any display days lost. No monetary refund shall be payable in respect of periods of non-display caused by a Force Majeure Event.

Where a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the Agreement by fourteen (14) days' written notice. Upon such termination, the Company shall refund a pro-rata portion of any pre-paid fees for the unused portion of the Campaign Period, less any costs already incurred by the Company.

Force Majeure Events include but are not limited to: hurricanes, tropical storms, earthquake, flooding, fire, government-imposed curfews or restrictions, public health emergencies, electrical grid failures, acts of terrorism or civil unrest, and supply chain disruptions.

All intellectual property rights in the Company's name, logo, branding, website, proprietary systems, templates, and processes belong exclusively to the Company and may not be used by the Client without express written consent.

All intellectual property rights in Creative supplied by the Client remain the property of the Client. The Client grants the Company a non-exclusive, royalty-free licence to use, reproduce, and display such Creative solely for the purpose of delivering the agreed Services.

The Company reserves the right to photograph, film, or record any billboard display, digital screen placement, or installed signage for its own marketing and portfolio purposes, unless the Client notifies the Company in writing at the time of booking that it objects to such use.

The Client warrants that it has full rights and licences to all third-party intellectual property included in its Creative, including stock images, typefaces, sound recordings, and trademarks. Any claims arising from the Client's unauthorised use of third-party intellectual property shall be the Client's sole responsibility.

Each party agrees to keep confidential all information received from the other party in connection with the Agreement that is designated as confidential or that would reasonably be regarded as confidential, and shall not disclose such information to any third party without prior written consent, except as required by law.

The Company shall handle all personal data provided by the Client in accordance with applicable Jamaican data protection legislation. The Company shall collect and process personal data only to the extent necessary to deliver the Services and shall not sell or transfer personal data to third parties without the Client's consent, except where required by law.

The obligations of confidentiality in this clause shall survive the termination or expiry of the Agreement for a period of three (3) years.

Either party may terminate the Agreement immediately by written notice if the other party: (a) commits a material breach and fails to remedy it within fourteen (14) days of written notice requiring remedy; (b) becomes insolvent, is placed in receivership or liquidation, or makes an arrangement with creditors; or (c) ceases to carry on business.

The Company may terminate the Agreement immediately, without notice, if the Client fails to make any payment when due and fails to remedy such non-payment within seven (7) Working Days of written demand.

Upon termination for any reason: (a) all outstanding fees shall immediately become due and payable; (b) the Cancellation Fee under clause 6.2 shall apply where termination is initiated by the Client or attributable to the Client's breach; (c) each party shall return or destroy the other party's confidential information; and (d) provisions expressed or implied to survive termination shall remain in full force and effect.

In the event of any dispute arising out of or in connection with the Agreement, the parties shall first endeavour to resolve the matter by good-faith negotiation between senior representatives within twenty-one (21) days of the dispute arising.

If the dispute cannot be resolved through negotiation, either party may refer the matter to mediation administered by a mutually agreed mediator in Jamaica. The costs of mediation shall be shared equally between the parties.

If mediation is unsuccessful or either party declines to engage within fourteen (14) days of a written request, the dispute shall be submitted to the exclusive jurisdiction of the Supreme Court of Jamaica, and each party irrevocably submits to that jurisdiction.

Nothing in this clause shall prevent either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.