1. DEFINITIONS
For the purpose of these terms and conditions, the following words have the meaning ascribed to them:
“Advertisement” means any goods, services, information, advertisement, posting or insert detailed In the Order Form;
“Merchant” means the party named or designated as such in the Order Form or submission party ;
“Order Form” means the form submitted by the Merchant to the Service Provider governing the details of the Advertisement including, without limitation, the technical specification;
“Amount” means the gross amount payable by the Merchant for the placing of the advertisement as set out on the Order Form;
“Publication” means any hardcopy newsletters and magazines where the Advertisement are published.
“Service Provider” means Armstrong Services;
“Services” means the services mentioned in clauses 2 to be provided by the Service Provider.
“Websites” means the websites and portals managed and operated by the Service Provider.
2. PROVISION OF SERVICES
The Service Provider shall incorporate such Advertisement as may be provided from the Merchant onto the Website and/or Publication on a best endeavor basis.
The Service Provider shall maintain the Website and may, for purposes of maintaining the Website, suspend or cancel the Website from time to time.
The Service Provider shall notify the Merchant or such suspension where the total uninterrupted period of suspension of the Website exceeds seven (7) days. For the avoidance of doubt, such suspension or cancellation shall not be treated or considered a breach of this contract. The Service Provider may, in its sole discretion, cancel any Publication and to refund any portion of the Price paid by the Merchant.
The Service Provider may from time to time extend to the Merchant the opportunity to participate in promotional and marketing activities and shall inform the Merchant of the requirements for participation when available and in any event before the said activities.
The Merchant will provide all materials for the Advertisement in accordance with the lead-times, deadlines, information, materials and format as specified by the Service Provider. The Merchant must warrant that all information and materials provided will be complete, accurate and suitable for the intended purposes and will not violate any law or infringe or violate any third party’s intellectual property rights, claims, or suits for libel, plagiarism, defamation or from any similar claims now known or hereafter devised or created and the Service Provider has no obligation to verify the completeness accuracy or suitability of such information or materials. The Merchant grants to the Service Provider an irrevocable, unconditional and unrestricted, non-exclusive, worldwide license to supplement, modify, reproduce, display or distribute the Advertisement on the Website and/ or Publication in accordance with these Terms and Conditions.
The Service Provider shall be free to include other information and materials in any part of the Website and/or Publication including details of other Merchants or Advertisement and also retains the right to the manner the Advertisement is placed including the location of any information or pictures of the Advertisement within the Website and/or Publication to provide the Services.
The Service Provider reserves the right with or without notice to the Merchant or modify or discontinue the Services. The Service Provider is not liable to the Merchant for any cost or damages should the Service Provider exercise its rights to modify or discontinue the Services.
3. SCOPE
3.1 In consideration of the Amount, the Service Provider shall arrange for the display of the Advertisement on the Website and/or Publication as detailed in the Order Form.
3.2 The Service Provider does not warrant the following:
a) The accuracy completeness of such information or materials as provided by the Merchants and the Service Provider expressly disclaims any liability for errors or omission in such information and materials as appearing on the Website and/or Publication. No warranty of any kind implied express or statutory is given in conjunction with the information and materials.
b) To meet the Merchant’s requirements or that the Services will be uninterrupted timely secure error free or that defects in any software utilized or provided in conjunction.
c) The appearance of any of the Advertisement on the Website and/or Publication will be accurate adequate or complete and the Service Provider expressly disclaims any liability for errors or omissions in such appearance.
3.3 Notwithstanding anything herein to the contrary, this Website and/or Publication, including but not limited to the services, products or any other items, are provided on an “AS IS” and “AS AVAILABLE” basic. The service Provider and is subsidiaries, affiliates, officers, employees, agents, partners shall not be liable in any manner whatsoever for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, arising from or in connection with:-
(i) Any access, use or the inability to use and access this Website or reliance on the Advertisement;
(ii) Any transaction performed on any web page on this Website;
(iii) Any loss or abuse or unauthorized disclosure of information;
(iv) Any system, server or connection failure, error, omission, interruption, interception, delay in operation or
transmission or computer virus;
(v) Any access or use of any other websites linked to this Website;
(vi) Any Advertisement on this Website and/or Publication;
(vii) Any other matter in connection with any use of and/or reliance on the truth, accuracy, adequacy, availability,
currency, title, non-infringement, quality, reasonableness, reliability, suitability and/ or completeness of the
Website and/or Publication or any part thereof, even if the Service Provider or its subsidiaries, affiliates, officers,
employees, agents, partners had been advised of the possibility of such losses, damages, costs and/or expenses.
This exclusion clause shall take effect to the fullest extent permitted by law.
3.4 The Merchant acknowledge that the correspondence or business and all other dealings with any third party via the Website and/or Publication, whether an advertiser or a merchant, is solely between the Merchant and such third parties and that the Service Provider shall not be responsible or liable for any loss or damage of any incurred as the result of any such dealings or as the result of the presence on the Website. The Merchant further agree to release the Service Provider from all liability or responsibility for the same. The Merchant agree to indemnify and keep indemnified the Service Provider against all loss, damage, cost and expense that the Service Provider may suffer as a result of any claims made against the Service Provider by any third parties arising out of or in connection with any dealing the Merchant may have with the said parties.
3.5 Any liability on the Service Provider for breach of a condition or warranty whether implied by law or otherwise, is limited to the refund of the Price paid by the Merchant in respect of the period such condition or warranty is breached by the Service Provider.
4. PAYMENT TERMS
4.1 All Payments under these conditions shall be made in Singapore Dollars and are exclusive of goods and services tax or any applicable taxes. The Merchant shall be responsible for and pay the GST and any applicable taxes and such payment to be made without any deduction or withholding whatsoever.
4.2 All initial payments due in respect of Advertisement must be paid on or in Advertisement start date set forth in the Order Form. Payment detailed in the Order Form shall be made to Service Provider within thirty (30) days of the date of invoice.
4.3 Where the Merchant fails to pay the Service Provider by the due date then, without limit to the Service Provider other rights or remedies in this conditions the Service Provider shall, at Service Provider sole discretion have the right to:
4.3.1 Suspend the Advertisement until payment in full has been receive; and/or
4.3.2 Charge the Merchant interest on the amount paid late at the rate of three percent (3%) per month accruing from the date payment is due to the date of actual payment.
5. ADVERTISEMENT
5.1 Advertisement will be either electronically (web-based) or in print (paper based) as set out on the Order Form.
5.2 Inserts will include, but will not be limited to, adverts, any other information published as part of a publication or any items to be included.
5.3 The Services Provider reserve the right to omit, refuse, withdraw or cancel Advertisement submitted to the Service Provider by the Merchant at the Service Provider’s absolute discretion.
5.4 All Advertisement accepted is subject to availability of space in the Website and/or Publication. Except as otherwise Provided in the Order Form, the positioning of the Advertisement is at the Service Provider’s sole discretion.
6. CANCELLATION
6.1 The Merchant may cancel or amend the Order Form, in whole or in part, more than one (1) week prior to the ad space submission deadline as communicated by the Service Provider without charge.
6.2 If the Merchant cancel or amend the Order Form, in whole or in part, less than one (1) week prior to the ad space submission deadline, or if the Service Provider does not receive the copy by the deadline, then the Merchant will be liable for the full price as set out in the Order Form.
6.3 The Merchant may not cancel orders for, or make change in the Advertisement after the ad space submission deadline unless otherwise agreed by the Service Provider. The Service Provider is not responsible for errors or omissions in any Advertisement provided for changes made after the ad space submission deadline.
7. WARRANTIES AND INDEMNITIES
7.1 The Merchant warrant and represent that:
7.1.1 The Merchant contracts with Service Provider as a principal, notwithstanding that the Merchant may be acting as an agent for the Merchant’s own client;
7.1.2 Advertisement as submitted or amended pursuant to these conditions will not breach any contract or infringe the rights of any third parties;
7.1.3 Any information supplied in connection with the Advertisement is accurate, complete, true and not misleading;
7.1.4 The Merchant has obtained the authority of any person identified or pictured in the Advertisement;
7.1.5 The Advertisement complies with the requirements of all applicable laws and regulations (whether having the force of law or not) relating to the Services including those of the Singapore Broadcasting Authority and Ministry of Information, Communication and the Arts;
7.1.6 To comply with all regulations policies and procedures of networks connected to the Services and/or Website;
7.1.7 Not to use the Services for illegal purposes and not to provide Advertisement which could compete with any products or services of the Service Provider and its subsidiaries; and
7.1.8 Not to do anything which may result in a breach or may conflict with the interests of MINDEF, Ministry of Home Affairs, Singapore Armed Forces, Singapore Civil Defence Force, Singapore Police Force, or bring their good name or that of the Singapore civil service generally, into disrepute.
7.2 The Merchant will indemnify Service Provider and agree to keep the Service Provider indemnified against any and all claims, costs, proceedings, demands, expenses or liability whatsoever arising directly as a result of any breach or nonperformance of the representations, warranties or other terms contained in these Terms and Conditions or implied by law.
7.3 It is the Merchant‘s responsibility to check the correctness of the Advertisement. The Service Provider assumes no responsibility for the repetition of an error in the Advertisement. Any other matter of complaint, claim or query in relation to the Advertisement must be raised with Service Provider within 15 days following the commencement of any Advertisement run.
7.4 Where the Merchant is an agency or media purchaser then the Merchant warrant that it is authorized to place the Advertisement with the Service Provider and will indemnify the Service Provider against any claim made against the Service Provider arising from the publication of the Advertisement.
7.5 The Merchant acknowledge that it is responsible for compliance with the obligations set out in clause 7.1 above. However, the Service Provider reserve the right to alter or remove any Advertisement to comply with any obligation placed upon the Service Provider or to ensure compliance with the requirements set out in clause 7.1 above.
7.6 The Merchant shall indemnify the Service Provider against all action, claim or demand by any third party arising out of the Merchant’s performance or non-performance of its obligations under these Terms and Conditions and actual or alleged infringement of any intellectual property rights or other proprietary rights against the Service Provider arising out of the use of any Advertisement provided by the Merchant.
8. INTELLECTUAL PROPERTY
Except as otherwise expressly stated, the copyright and all other intellectual property in the Website and/or Publication is owned by or licensed to the Service Provider. The Merchant may not, without the Service Provider’s prior written permission, (i) copy, reproduce, store, distribute, print, display, perform, publish, translate, adapt, vary, modify or create derivative works, the Website on any part thereof and/or Publication, or (ii) use, broadcast, hyperlink or transmit in any manner or by any means. Further, the Merchant may not insert a hyperlink to the Website or any part thereof on any other websites or mirror any material contained on the Website on any other server, website or webpage save as otherwise provided herein.
All trademarks displayed on the Website and/or Publication belongs or is licensed to the Service Provider. Subject to prior written consent, if the Merchant use any of the Service Provider’s trade marks in reference to anything made available to you whether via the Website and/or Publication, the Merchant must include a statement attributing that trade mark to the Service Provider. The Merchant must not, use any of the Service Provider’s trade marks as the Merchant’s trade marks whether or in part, in connection with anything not originating from the Service Provider, in a manner which may be confusing, misleading or deceptive, or in a manner which may disparage the Service Provider.
9. TERMINATION
(i) In the event that the Merchant commits a material breach of these Terms and Conditions or any debt due and payable by the Merchant to the Service Provider is unpaid or the Merchant has a petition presented to wind it up or resolves to go into voluntary liquidation (except for the purpose of amalgamation or reconstruction) or if a meeting of its creditors is called or if a receiver or manager or judicial manager is appointed in respect of all or any part of its property, business or undertaking, distress or execution is levied on or against all or any part of the Merchant’s property and such is not satisfied with one (1) calendar month from last date of such levy, the Merchant enters into a composition or other arrangement with its creditors, the Service Provider may terminate immediately on notice and with liability to the Merchant. In the event of any termination, the Merchant shall remain liable for any amount due under an Order Form for any Advertisement delivered by the Service Provider and such obligation to pay shall survive any termination of these Terms and Conditions.
10. FORCE MAJEURE
10.1 If performance of the Service Provider obligations are delayed or hindered by circumstances outside the Service Provider’s control then;
10.1.1 The Service Provider will as soon as reasonably practicable give the Merchant notice of the reasons for the delay. However, failure to give such notice will not prevent the Service Provider relying on the remaining provisions of this clause, and the Service Provider will incur no liability for failure to give such notice; and
10.1.2 The Service Provider duty to perform shall be suspended for as long as the circumstances amounting to force majeure continue, and the time for performance of the Service Provider’s obligation shall be extended by a period equal to duration of those circumstances.
10.1.3 The Service Provider will not be subject to any liability whatsoever for any failure to publish the Advertisement because of strikes, work stoppages, accidents, fires, act of God or any other circumstance not within the control of the Service Provider.
11. NOTICES
Any notice communication or other document to be served under these Terms and Conditions must be in writing and served in the following ways;
11.1 In case of letter posted in Singapore – on the third working days after posting;
11.2 By fax-confirmed by an activity report that such facsimile was well received;
11.3 by email – where such email was received by a person designated by the Service Provider to receive such messages and such messages is In a format decipherable by the Service Provider’s information system;
11.4 Service of any legal proceedings concerning or arising out of the Terms and Conditions shall be effected by causing the same to be delivered to the company secretary of the party to be served at its principal place of business or to such other address as may from time to time be notified in writing by the party concerned.
12. GOVERNING LAW
The contract, which incorporates these Terms and Conditions, shall be construed under and governed by the laws of Singapore and the parties irrevocably submit to the exclusive jurisdiction of the Singapore courts. Any dispute arising out of or in connection with the Terms and Conditions herein, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Small Claims Tribunals Act (SCTA). The language of the arbitration shall be English.
13. RIGHTS OF THIRD PARTIES
A person or entity who is not a party to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act or any equivalent statute under any other relevant laws to enforce any terms of these Terms and Conditions, regardless of whether such person or entity has been identified by name as a member of a class or as answering a particular description. For the avoidance of doubt, noting in this clause shall affect the rights of any permitted assignee or successor-intitle of these Terms and Conditions.
14. GENERAL
14.1 The failure or delay by either party to exercise or enforce any of its rights is not a waiver of that right and nor will it bar enforcement of any obligation at that time or any subsequent time.
14.2 If any provision of these conditions, or of any document made in connection with these provisions, is determined by any court, tribunal or administrative body of a competent jurisdiction to be wholly or partly unenforceable for any reason, that unenforceability shall not affect the rest of this agreement or that document, the unenforceable part being deemed served and deleted and the remainder continuing in full force and effect.
14.3 The Merchant may not resell, assign or transfer any rights under these Terms and Conditions.
14.4 These Terms and Conditions shall not create any agency, partnership or joint venture between the parties.
14.5 These Terms and Conditions shall apply to each contract formed for the Advertisement placed together with such additional conditions (if any) as may be set out in the Order Form. In the event of any variations or inconsistency between these Terms and Conditions and the conditions as set out in the Order Form, the Order Form shall prevail.
These Terms and Conditions form the entire agreement between the parties on its subject matter and supersede all previous contracts, arrangements, representations or understandings between the parties.
