Advertisers' Terms of Use
Unless otherwise stated the following words shall have the following meanings:-
"Advertisement Charges" means advertisement charges stated in the Insertion Order and referred to at Clause 5.
"Advertising Materials" means materials (including negatives) containing text, designs, drawings, artworks, trade marks, trade names, copyright, designs, patents, know-how, industrial property and other intellectual property recording media, colour separated films, transparencies, photographs and any other materials supplied by the Merchant which together constitute the whole or part of the advertisement.
"Agreement" means these terms and conditions as amended from time to time, the Insertion Order signed by the Advertiser and/or its authorised representative and accepted by SGCM Pte Ltd and SGCM Pte Ltd's various relevant standard terms and conditions governing the Services in printed or electronic form and which are available upon request.
"Insertion Order" means the advertisement order for the Services overleaf.
"Merchant" means the individual, company, partnership or other entity named in the "Advertisement Insertion Order Form".
"Services" means all advertising services provided by SGCM Pte Ltd whether in printed or electronic form and shall include advertising services covered under Advertisement Packages.
"Service Provider" means SGCM Pte Ltd.
2.1The date of this Agreement shall be the date as stated in the Insertion Order by the Merchant or the date of receipt by SGCM Pte Ltd whichever is earlier.
2.2By signing the Insertion Order, the Merchant agrees to be bound by and shall comply with this Agreement.
2.3The advertising period for the Services shall be stated in the Insertion Order and their respective commencement dates as stipulated by SGCM Pte Ltd.
3.1SGCM Pte Ltd reserves the right:-
3.1.1to impose restrictions on the style, size of or information and any other matters relating to the advertisement or make any alteration it considers necessary or desirable in the Services to conform with SGCM Pte Ltd's prevailing practice and policies as may be amended from time to time, and specifications of the Info-Communications Development Authority of Singapore ("IDA"), any Statutory Board or Authority (collectively referred to as "Authorities") or by any Law;
3.1.2to omit, suspend or change the position and sequence, text either words, audio or visual or any format of the Services, even after acceptance for Internet Publication or Internet Listing and even if it has been previously published.
3.1.3where there is any error, mistype, omission or print defect in the Services, SGCM Pte Ltd may but will not be obliged to insert the corrected information in the next available broadcast or make, a reasonable refund or pro-rated adjustments to the Advertisement Charges. Unless otherwise agreed in writing, SGCM Pte Ltd is not obliged to comply with any conditions imposed by the Merchant for any insertion. No reinsertion, refund or pro-rated adjustments will also be made if in SGCM Pte Ltd's sole discretion, such defect does not materially detract from the Services. No form of compensation shall also be made in respect of complimentary advertising services provided free of charge by SGCM Pte Ltd.
3.1.4to cancel or stop the advertisement insertion if the advertisement content is found not to conform with SGCM Pte Ltd's prevailing practice and policies or that it is against the interest of SGCM Pte Ltd as decided at the sole discretion of SGCM Pte Ltd. Any refund will be decided at SGCM Pte Ltd? sole discretion.
4.1All Advertising Materials supplied must comply with SGCM Pte Ltd's prevailing practices and policies and the specifications of the Authorities and/or any Law, which are available upon request.
4.2All Advertising Materials supplied must be approved by SGCM Pte Ltd for release, and should be submitted within the lead time as requested by SGCM Pte Ltd.
4.3Whilst every reasonable care is taken, neither SGCM Pte Ltd nor its agents shall be responsible for loss or damage to the Advertising Materials.
4.4Unless notified to the contrary in writing, SGCM Pte Ltd is entitled to destroy the Advertising Materials after 1 month from the date of the latest Internet Publication or Internet Listing.
4.5When the Advertising Materials are not submitted concurrently with the Insertion Order, the relevant amendments and/or updates as the case may be, SGCM Pte Ltd reserves the right to repeat the relevant advertising service with any necessary modifications or publish the advertisement with only the Merchant's contact details known to SGCM Pte Ltd as at the time of Booking and the Merchant would remain liable for full payment of the Advertisement Charges.
5.1The Merchant may be required to furnish collateral or make full or part payment of the Advertisement Charges as a condition precedent to the provision of the Services by SGCM Pte Ltd under this Agreement.
5.2Except as stated in Clause 6.1, SGCM Pte Ltd shall invoice for the Services as follows:-
5.2.1For Advertisement Packages, SGCM Pte Ltd shall invoice for the full Advertisement Charges upon Internet Publication or Internet Listing, which is to be payable in full within 30 days from the invoice date. Provided always that SGCM Pte Ltd reserves the right to amend the term and manner of payment as aforesaid as it shall deem fit.
5.3The full rate for the duration stated in the Insertion Order will be charged, regardless of whether the Merchant uses up his entitlement for the Services and also where the advertisement is unpublished due to Merchant's failure to submit the Advertising Materials which are to be submitted before the Copy Deadline or any relevant deadline.
5.4Additional charges at SGCM Pte Ltd's prevailing rate will be imposed for any additional services in excess of the Merchant's entitlement and the same is payable at the time of usage. Such additional services include but are not limited to annual renewal of the Services.
5.5Interest at a rate of 8% p.a. is payable on outstanding payment from the invoice date or the last payment date, whichever is later.
5.6 Where 2 or more accounts pertaining to the Services are opened by the Merchant, SGCM Pte Ltd is entitled to combine, consolidate or merge all or any its accounts and may set off or transfer any sum standing to the credit of such account(s) in or towards satisfaction of its liabilities to SGCM Pte Ltd. In particular, the same applies to a Merchant, who is an individual and who maintains 2 or more of such accounts for his various businesses for which he is sole-proprietors of. SGCM Pte Ltd also reserves the right at any time, to require the personal guarantee of a Merchant who is the sole individual shareholder of various private limited companies which maintain 2 or more of such accounts under different company names with SGCM Pte Ltd.
6.1 The Merchant may with written consent of SGCM Pte Ltd amend/cancel the Insertion Order on written notice to SGCM Pte Ltd which must be received by SGCM Pte Ltd. For cancellation of advertisement insertion after agreement has been signed, a penalty charge of 20% of the total contract amount is payable by the merchant. For amendment of advertisement materials, the edited materials in corresponding file format suitable for use for direct replacement of current advertisement is to be submitted to SGCM Pte Ltd 1 week before change is to be effected.
6.2Cancellation can only be done no later than one week before the start date of the advertisement placement.
7.1All trademarks, copyright, designs, patents, know-how, industrial property and other intellectual property comprised in the Services and materials provided by SGCM Pte Ltd, including artwork and Showproof given in any form ("SGCM Pte Ltd' Intellectual Property") are the exclusive property of SGCM Pte Ltd. No use and reproduction of any part of the same in any manner is allowed without SGCM Pte Ltd's prior written approval.
7.2The Merchant shall fully indemnify SGCM Pte Ltd in respect of all losses, damages, costs and expenses which may be suffered by SGCM Pte Ltd from the unauthorised use of SGCM Pte Ltd's Intellectual Property through breach by the Merchant of this Agreement or its negligence or otherwise.
8.1SGCM Pte Ltd reserves the right not to publish/list any item submitted without explanation notwithstanding acceptance of full or part payment of the Advertisement Charges.
8.2SGCM Pte Ltd may refuse or require amendment of advertisements that are to be published for any reason including to avoid infringing a third party's rights and any prevailing laws.
8.3 SGCM Pte Ltd may at its sole discretion at any time before the Booking Date:-
8.3.1reject or decline to publish the advertisement without any explanation and shall refund any payment that may have been made even if a similar advertisement had been listed previously; and/or
8.3.2require the Merchant to amend or edit the advertisement submitted to SGCM Pte Ltd; and/or
8.3.3by written notice state that it will not publish the advertisement on the scheduled Booking Date but on an alternative Booking Date provided that if the Merchant disagrees, any payment it may have made will be refunded; and/or
8.3.4delete or otherwise remove any advertisement without explanation and refund any payment made by the Merchant without any liability. The Merchant shall have no claim against SGCM Pte Ltd.
8.4SGCM Pte Ltd may at its sole discretion, discharge and satisfy any claim and settle or defend any action or threatened action without reference to the Merchant.
8.5SGCM Pte Ltd is not liable for any unsatisfactory Internet Publication or Internet Listing of advertisements if the Advertising Materials submitted do not comply with its requirements.
8.6SGCM Pte Ltd shall not be responsible for any mispronunciation of the Merchant's name or any product or service name or otherwise in the Services.
8.7The Advertising Materials and/or other property submitted are held by SGCM Pte Ltd at the Merchant's risk and any relevant insurance with respect to such property shall be arranged and paid by the Merchant. No such claims will be entertained more than 1 month after submission.
8.8Any complaint on advertisements, together with all relevant details shall be lodged within 3 months after Publication/Listing Date after which none will be entertained.
8.9Except where the Merchant has been delinquent in its payments, where the advertising item has been in part published /listed /processed or some items have been published/listed for the balance of the advertising period, SGCM Pte Ltd shall not be liable to refund more than the Advertisement Charges. If payment is tendered with the Insertion Order and any or some of the items is unpublished, a refund will be made to the extent of the items unpublished.
8.10If default in payment occurs, SGCM Pte Ltd may refuse to insert, publish or list the advertising items without notice to the Merchant.
8.11 If the Merchant is permitted to pay by installments, failure to effect any installment shall forthwith entitle SGCM Pte Ltd to demand and collect the entire balance in one lump sum.
8.12If any incentive has been given to the Merchant by way of free or bonus advertisements or rebates (if applicable) ("the Incentives"), the time of placement of these Incentives shall be at SGCM Pte Ltd's sole discretion. If however default in payment occurs, or if there is a breach of this Agreement by the Merchant or the criteria set by SGCM Pte Ltd for the Incentives is not met, SGCM Pte Ltd may without prior notice forthwith withdraw the Incentives. Withdrawal of the Incentives shall however not affect the validity of this Agreement which shall remain in full force and effect until terminated pursuant to the terms and conditions herein.
8.13SGCM Pte Ltd reserves the right to modify, add on, suspend or terminate the Incentives without prior notice but notice shall be deemed given to the Merchant by posting notice by ordinary mail to the last known address of the Merchant in SGCM Pte Ltd's records and the Merchant shall be bound by the same from the date as determined by SGCM Pte Ltd or if no date is specified from the date of such posting.
9.1The Merchant warrants that:-
9.1.1 it has the right or obtained all necessary licenses, copyrights, approvals and permissions from all relevant authorities and parties to use all materials, photographs, names or representations pertaining to all advertisements to be published through the internet and if any demand, claim or criminal charge arising therefrom is made against SGCM Pte Ltd, it will indemnify SGCM Pte Ltd from any such costs, damages, fines, penalties or charges.
9.1.2it is authorised, entitled to advertise and permit SGCM Pte Ltd to reproduce and otherwise use the business/service/product described in all documents submitted in relation to the Services.
9.1.3all statements, representations (including but not limited to pictorial representations) and references found in the advertisement are accurate and true and not defamatory of any person.
9.1.4the information provided shall be legal, decent, honest and comply with the requirements of prevailing Singapore law and abide by the code of practice and advertising policies/conditions issued by SGCM Pte Ltd and the Authorities from time to time.
9.1.5nothing shall be included in the publication which shall constitute a breach or infringement of any copyright, trademark, tradename, design, patent, know-how, any industrial property right or intellectual property right owned by any third party or be in any way illegal, scandalous or libelous and it will indemnify SGCM Pte Ltd against any liability in respect thereof and shall pay all costs and expenses which may be incurred thereto.
9.1.6 it is solely responsible for and liable in respect of the content, accuracy and completeness of the Services, SGCM Pte Ltd shall not bear any responsibility nor liability for any damages or losses whatsoever suffered or incurred by any party through the use of the information provided by the Services.
9.1.7the individual who signs on his behalf is duly authorised to enter into this Agreement.
10.1Except as expressly stated herein, no claim shall be made against SGCM Pte Ltd in respect of any rejection, delay, inaccuracy arising from amendment of the advertisement or the Services or rescheduling of the Internet Publication / Internet Listing Date and SGCM Pte Ltd shall not be subjected to any liability for any costs, expenses or claims, damages or losses to Merchant or to any third party resulting from any reason or cause howsoever and whatsoever arising under this Agreement (except in the case of personal injury and death resulting from negligence) including but not limited to omission to publish the advertisement on the Internet Publication / Internet Listing Date due to the unavailability of space or otherwise, non-transmission (due to the failure or breakdown of SGCM Pte Ltd system or otherwise) nor non-receipt of any message through the Services whether the same, shall arise from accident, omission, negligence or any other act of SGCM Pte Ltd, their employees or agents
10.2Subject to Clause 4.1.3, the total liability of SGCM Pte Ltd for any error, misprint or omission shall not exceed the amount of a full refund of any price paid to it for the particular advertisement in connection with which liability arose or the cost of a further or consecutive advertisement of a type and standard reasonably compared to that in connection with which liability arose.
10.3The Merchant hereby irrevocably and unconditionally undertakes to keep SGCM Pte Ltd fully indemnified against all and any losses, damages (consequential, direct or indirect), liabilities, fines penalties, cost and expenses which may be sustained or incurred or suffered by SGCM Pte Ltd howsoever arising, whether by itself or with the intervention of other causes, from the publishing/broadcasting of the Services or enforcing SGCM Pte Ltd's rights under this Agreement.
11.1SGCM Pte Ltd shall be entitled without prior written consent of the Merchant to assign, transfer, dispose, sub-contract or in any manner make over the benefit and/or burden of this Agreement to an Affiliate or to any company which it may merge with or to any company to which it may transfer its assets and undertaking to, provided that such Affiliate or other company undertakes and agrees in writing to assume, observe and perform the rights and powers and/or duties and obligations of SGCM Pte Ltd under this Agreement being assigned transferred or otherwise made over.
11.2This Agreement shall be binding upon the successors and assigns of parties and the name of a party appearing herein shall be deemed to include names of its successors and assigns provided always that nothing shall permit any assignment by either party except as expressly provided.
12.1Clauses 10 and 11 shall survive termination of this Agreement.
12.2SGCM Pte Ltd shall not be liable to the Merchant for anything which may constitute a breach of this Agreement due to circumstances beyond its reasonable control including but not limited to acts of God, infectious diseases, epidemic, war (declared or undeclared), acts of terrorism, acts of governments, hostilities between nations, strikes, boycotts, lockouts, industrial and labour disputes.
12.3No failure or delay on SGCM Pte Ltd's part to exercise any right of remedy under this Agreement will operate as a waiver of such right or remedy. Nor will any single partial exercise of any right and remedy preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy. Any waiver by SGCM Pte Ltd of its right or remedy of any breach by the Merchant shall be in writing and may be given subject to such terms and conditions as it deems fit and is effective only for the specific purpose for which it is given.
12.4 Any Notice given must be in writing and may be delivered personally or by facsimile or first class registered post to the addresses of parties stated in the Insertion Order or that last notified in writing by the other party. Notice will be deemed given 2 days after posting the same by way of registered post and in the case of facsimile, deemed given upon the day of transmission and to the facsimile number notified by the recipient party to the sending party.
12.5This Agreement is an entire agreement and supersedes any conditions, warranties, representations express or implied not contained herein. If any clause herein shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. The parties agree to attempt to substitute any invalid and unenforceable provision with a provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable clauses.
12.6SGCM Pte Ltd reserves the right and without notice to impose such further terms and conditions and changes to this Agreement as it may in its discretion deem fit. The Merchant's continued use of the Services shall be deemed to be acceptance of the amendment or changes. Notice of amendments or changes to this Agreement shall be deemed given to the Merchant by posting notice by ordinary mail to the last known address of the Merchant in SGCM Pte Ltd's records and the Merchant shall be bound by any amendments or changes to this Agreement from the date as determined by SGCM Pte Ltd or if no date is specified, from the date of such posting. The terms and conditions herein are applicable so long as the Services are utilised notwithstanding that no Advertisement Charges are payable for the same.
12.7This Agreement is governed by the laws of Singapore and the parties agree to submit to the non-exclusive jurisdiction of the Singapore courts.
12.8A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons. No consent of any third party is required for any variation or termination of this Agreement.