1. Definitions and Interpretation
1.1 In these Terms and Conditions, the following words and terms shall have the following meanings unless the context otherwise requires:
“Ad Sales Contract” means the contract signed by the Advertiser or the Agency on behalf of the Advertiser, to place its orders for Advertisements or Website.
“Advertisement” means anything that promotes and/or provides information or news about a product, service, event, business, company, person, idea, concept, job vacancy, contest etc., and includes but is not limited to announcements, notices, text, pictures, graphics, online directory listings, including any enhancements to the listings (referred to as “Directory” in the Ad Sales Contract), online sponsored search results (referred to as “SEM” in the Ad Sales Contract), online banner advertisements (referred to as “Banner” in the Ad Sales Contract), electronic direct mailers (referred to as “EDM” in the Ad Sales Contract) and/or mobile directory listings, WAP sponsored keyword search results, [Rednano LOCATE sponsored keyword search results] and/or mobile direct mailers (referred to as “Mobile” in the Ad Sales Contract), audio broadcasts, audio-visuals, movies and other forms of representations or media containing such promotion, information or news.
“Advertising Media” means the platform on which Advertisements are displayed, Published, broadcast or disseminated and shall include Print, Online, Mobile, On-air and Out-of-home and/or such media as may be stated in the Ad Sales Contract.
“Fees” means all fees and charges payable for the Publication of Advertisements or developing, designing and/or hosting of Website.
"Agency" means the advertising agency of the Advertiser.
"Amendment" means any proposed amendment or revision of any Advertisement or Materials submitted to SPH for Publication or developing, designing and/or hosting of Website.
“Business day" means any day other than a Sunday or public holiday in Singapore.
"Copy Deadline" in relation to any Advertisement or Amendment means the time stipulated in the Copy Deadline Notice current or applicable at the time when that Advertisement or Amendment is submitted to SPH as the time by which a copy of that Advertisement or of that Amendment must be submitted to SPH.
"Copy Deadline Notice" in relation to any Advertisement or Amendment means the notice of SPH to the Agency/Advertiser specifying the time by which a copy thereof must be submitted to SPH for the purpose of Publication or developing, designing and/or hosting of Website.
"Materials" means all designs, artwork, photographs, negatives, diskettes, drawing, chart, graph, audio/audio-visual recording, graphics, user-interface, 'look-and-feel', programming code, scripts, CGI applications, PHP scripts and software and other materials and supplies provided for or relating to the Publication of any Advertisement or Amendment or developing/designing/hosting of Website.
“Mobile” means SMSes, MMSes, WAP sites or other mobile communications sent through or accessed via Singtel, M1, Starhub or other mobile phone or mobile device service operators.
“On-air” means radio stations 91.3FM and 100.3FM or such other stations as may be owned by SPH or its subsidiaries/related companies.
“Online” shall include but is not limited to ST701 and other online websites, emails and other internet technologies.
“Out-of-home” means digital screens (including LCD, Plasma, LED or other forms), interactive directories, wall projections, ambient media platforms and static posters, banners, billboards, 2D/3D displays located in or on buildings which are non- residential.
“Print” means newspapers, supplements, magazines and printed materials published by SPH and its subsidiaries/related companies.
“Publication” or “Publish” shall include the display, publication, broadcast and dissemination of Advertisements.
“Service” means the Publication of the Advertisements/Amendments by SPH, and any other service provided by SPH in support of or related to the same, as may be set out or referred to in the Ad Sales Contract.
"Specified Rate" means SPH's rate for the Publication of Advertisements.
“Website” means the internet website or micro-site developed, designed and/or hosted by SPH for the Agency/Advertiser for the duration specified in the Ad Sales Contract.
1.2 Unless the context otherwise requires or permits, references to a singular number or entity shall include references to the plural number or entity and vice versa; and words denoting any gender shall include all genders. The reference to a 'person' in this Agreement includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state (in each case, whether or not having separate legal personality).
1.3 The headings to the Terms and Conditions are to facilitate reference and shall not affect or influence in any way the construction of any of the Terms and Conditions.
2.1 The Agency shall act as the Advertiser’s agent:
(a) with respect to all matters regarding the Advertisements, including but not limited to the content, size and all other specifications thereof, the date for first Publication, the submission of the Materials, Amendments and the Fees; and
(b) for the receipt of notices and other communications from SPH and the instructions, directions or agreement of the Agency shall constitute the instructions, directions or agreement of the Advertiser.
2.2 The Advertiser shall ratify all statements or actions of the Agency in relation to the Ad Sales Contract and the Advertisements, Amendments and Materials.
2.3 The Advertiser shall immediately inform SPH in writing in the event that the Advertiser has terminated the services of the Agency failing which SPH shall continue to treat the Agency as the agent of the Advertiser.
2.4 In the event that SPH received contradictory or inconsistent requests, instructions or notices with respect to any matter from the Advertiser and the Agency or from more than one Agency purporting to act on behalf of the Advertiser, SPH shall be entitled to act on any of those requests, instructions, or notices to the exclusion of the others and/or to deal only with the Advertiser or any one of the Agencies.
2.5 In the event that the Advertiser engages an Agency, SPH will liaise directly with the Agency for all matters in relation to the Ad Sales Contract and the Advertisements, Amendments, Materials and invoice the Agency for the Fees. In the event that the Advertiser does not engage any Agency, all references to Agency in these Terms and Conditions shall be disregarded.
3. Copy Deadlines
3.1 All Materials or any amendments thereto shall be submitted to SPH by the Copy Deadline relating thereto failing which the date for first Publication of the Advertisement would be postponed correspondingly and SPH shall not be liable to the Agency/Advertiser(s) for such delay.
3.2 SPH shall be entitled to treat all Materials submitted by the Agency/Advertiser as the correct representation of the Advertisement. The Agency/Advertiser shall ensure that all Materials are in compliance with the specifications set out in the SPH rate card.
3.3 In the event that any Amendments are not received by SPH by the Copy Deadline, SPH shall be entitled but not obliged to use the Materials previously submitted, if any.
3.4 If at any time (whether before or after first Publication of any Advertisement) in the opinion of SPH:
(a) the Publication of any Advertisement would by reason of any of the contents thereof (including any design, photograph, text or statement therein):
(i) infringe the intellectual property or other rights of any person;
(ii) constitute a libel of any person;
(iii) offend public standards of morality or decency;
(iv) offend racial or religious sensitivities;
(v) violate any law in Singapore or any jurisdiction in which the same would be Published;
(vi) be contrary to any policies of SPH; or
(b) any consent or approval required to be obtained for the Publication of any Advertisement or the use of any design, photograph or material in any Advertisement has not been obtained, SPH shall be entitled, at its absolute discretion, to:
(aa) decline to Publish or cease the Publication of that Advertisement;
(bb) require that the Agency/Advertiser makes such revision or modification to the form and/or content of that Advertisement by a deadline specified by SPH, with such revision or modification;
(cc) edit, revise, re-arrange, amend or modify the form and/or content of the Advertisement on its own accord and in such manner as it considers appropriate before it Publishes the Advertisement; or
(dd) allow its partners to reproduce the Advertisement on its partners’ website.
3.5 In any case where SPH declines to Publish or ceases to Publish any Advertisement, or the Agency/Advertiser fails to make revision or modification to the form and/or content of that Advertisement to the satisfaction of SPH within the deadline specified by SPH, SPH shall not be (a) liable to the Agency and/or its Advertiser for any damages and/or loss suffered by the Agency and/or its Advertiser; or (b) required to refund the Agency/Advertiser for any payments already made by the Agency/Advertiser.
3.6 SPH shall be entitled to revise and amend from time to time the contents of any Copy Deadline Notice by giving notice thereof to the Agency/Advertiser.
3.7 Unless otherwise expressly specified in the Ad Sales Contract, SPH makes no guarantees with respect to usage statistics or levels of impressions, page views, click-throughs or other similar statistics whatsoever (collectively the "Statistics") for any Advertisement. The Agency/Advertiser acknowledges that the Statistics provided by SPH are the definitive measurements of SPH's performance on any delivery obligations provided in the Ad Sales Contract. No other measurements or usage statistics (including those of the Agency/Advertiser or a third party ad server) shall be accepted by SPH. The Agency/Advertiser further acknowledges that all Statistics provided by SPH are purely estimates and should not be detrimentally relied on. Accordingly, SPH makes no representation or warranty with respect to such Statistics whatsoever or with respect to its accuracy.
4.1 All Fees due from the Agency/Advertiser to SPH under this Agreement shall be paid by the Agency/Advertiser as stated in the invoice of SPH by such means and on such dates as shall be specified by SPH.
4.2 The Agency/Advertiser shall pay SPH interest on any amount due and payable to SPH calculated at the rate of 0.75% per month from the date when that amount becomes due and payable until full payment thereof is made (whether before or after judgment). SPH reserves the right to suspend display of any Advertisements in the event that the Agency/Advertiser fails to pay any sums due within the period stipulated in Clause 4.1.
4.3 SPH shall be entitled to appropriate in any order it chooses and with respect to any sum stated in any statement to be due to SPH as selected by SPH any payment received from or for the account or on behalf of the Agency/Advertiser notwithstanding any specific appropriation to the contrary by the Agency/Advertiser or the person making such payment.
4.4 Notwithstanding anything to the contrary, if any sum due remains unpaid after the expiry of the period provided in Clause 4.1 for payment thereof or the Agreement is terminated for any reason, all sums stated to be due to SPH from the Agency/Advertiser in any statement of SPH (whether issued before or after the expiry of that period) shall become immediately due and payable by the Agency/Advertiser to SPH as from the date of such statement or upon termination, whichever is earlier.
4.5 The Agency/Advertiser undertakes to verify the entries and amounts stated in each statement of account received from SPH and to notify SPH in writing within thirty (30) days from the receipt thereof from SPH of all discrepancies, inaccuracies, errors and omissions with respect to any entry or amount therein. Each such statement shall constitute conclusive evidence as against the Agency/Advertiser without further proof that all the entries and amounts stated therein to be due to are true, correct and accurate except to the extent of the discrepancies, inaccuracies, errors and omissions so notified to SPH within the said period of thirty (30) days.
4.6 In the event that advertisement spaces selected by the Agency/Advertiser are not immediately available, the Agency/Advertiser agrees that the Publication of the Advertisement shall be deferred until such time as the selected advertisement space becomes available provided always that SPH shall be entitled to set and revise and amend from time to time the Specified Rates with respect to the selected positions as of the date of first Publication of the Advertisement by giving notice thereof to the Agency/Advertiser.
4.7 All charges of SPH for the Publication of Advertisements or any other services or materials shall be subject to goods and services tax in Singapore (if applicable) which shall be borne and paid for by the Agency/Advertiser.
4.8 SPH reserves the right to introduce an electronic billing system, and the Agency/Advertiser agrees to abide by all terms and procedures applicable to the use of such system, as notified by SPH.
5.1 For SEM, a management fee as determined by SPH (the “Management Fee”) shall be borne by the Agency/Advertiser. These Management Fees shall be collected in addition to the actual campaign budget spent. SPH reserves the right to change the amount it charges for its Management Fees at any time. Management Fees are not refundable.
5.2 The Agency/Advertiser shall inform SPH of the commencement date of the SEM campaign (“Commencement Date”) failing which SPH shall be entitled to invoice the Agency/Advertiser the Management Fee in full. SPH shall further have the option to cancel the contract and use the Fees for a fresh SEM campaign which shall include fresh Management Fee.
5.3 Commencement Date shall be no later than six (6) months after date of the Ad Sales Contract.
Except as provided in Clause 5.2 above, no cancellation of Ad Sales Contracts is permitted. In the event that the Agency/Advertiser requests that the Advertisements be withdrawn from Publication, the full Fees shall nonetheless be payable.
7. Re-scheduling and Repositioning
7.1 Advertisements may be displayed in random rotation and the Agency/Advertiser agree that advertisement spaces on which the Agency's/Advertiser's Advertisements are displayed may display advertisements from other agencies/advertisers by rotation. Advertisements which are disseminated by SPH through emails will be sent to email addresses found in SPH's database. The Agency/Advertiser agrees that SPH shall be under no obligation to provide such email addresses and other details of persons and/or companies which the Advertisements are sent to.
7.2 Display of Advertisements are subject to space availability. In the event that any selected space is not available, SPH reserves the right to re-schedule the date of first Publication of any Advertisement to the next available period.
7.3 The Agency/Advertiser may re-schedule the commencement of any Ad Sales Contract once provided that:
(a) written notice thereof is given to SPH not less than seven (7) business days before the original scheduled date; and
(b) the re-scheduled date shall not extend beyond forty-five (45) Business days from the original scheduled date.
In the event that the Agency/Advertiser is unable to meet one or both sub-clauses (a) and (b) above, SPH may still accede to Agency/Advertiser's request subject to such other terms and conditions which SPH may impose on Agency/Advertiser which Agency/Advertiser shall agree to.
7.4 Notwithstanding acceptance of re-scheduling by SPH, SPH shall be entitled to postpone or re-schedule the Publication of such Advertisement without affecting the obligation of the Agency/Advertiser to pay for the Publication of the Advertisement and SPH shall not be liable to the Agency/Advertiser for any liability, damages, losses, costs or expense incurred by the Agency/Advertiser arising from or in connection with such postponement or re-scheduling of the Publication of any Advertisement.
7.5 In the event that the Advertisement positions are adjusted or changed whether in terms of size, configuration or otherwise, SPH reserves the right to re-position any Advertisements provided that the value of the position allocated by SPH is equivalent to the Fees.
8. Advertiser's/Agency’s Warranties, Indemnities and Undertakings
8.1 In relation to every copy of any Advertisement or Amendment submitted to SPH, the Agency/Advertiser shall be deemed to have represented and warranted to SPH as follows:
(a) that it has been duly authorised by all the persons whose business, activities, products or services are the subject of the Advertisement or Amendment to submit the same to SPH for Publication;
(b) that all the necessary licences, consents, permissions and other approvals from all authorities and persons (including all proprietors and licensees of the intellectual property therein) have been obtained to use and Publish the Advertisement or Amendment;
(c) that all designs, photographs and materials delivered to SPH for the Publication of any Advertisement are the property of the Agency/Advertiser or have been delivered with the consent of the owner thereof; and
(d) that the Publication of that Advertisement and that Amendment would not:
(i) infringe any intellectual property or other rights of any person anywhere;
(ii) would not constitute a libel or slander of any person anywhere; and
(iii) would not violate the laws of Singapore or elsewhere.
8.2 The Agency/Advertiser shall at all times indemnify SPH, its directors, employees and all its subsidiaries fully from and in respect of any and all liabilities, losses and expenses incurred by SPH, its directors, employees or any of its subsidiaries caused by or arising from:
(a) any breach of any of the obligations and warranties of the Agency/Advertiser under this Agreement; or
(b) any claim, action or proceeding against SPH, its directors, employees or any of its subsidiaries by any person:
(i) for defamation or infringement of any rights of such person by reason of the Publication by SPH of any Advertisement or any Amendment or of any retraction or apology of SPH, the Agency/Advertiser with respect to any matter contained in any such Advertisement; or
(ii) to recover any amount with respect to the damage, destruction or loss of any Materials delivered to SPH for the Publication of any Advertisement.
The Contracts (Rights of Third Parties) Act 2001 applies to this Clause 8.2.
8.3 In the event that any claim or allegation is made by any person that any Advertisement is defamatory of or infringes in any way any right of that person or any other person, SPH shall be entitled to cease or suspend further Publication of such Advertisement forthwith and/or publish an apology or retraction in such form and terms as it considers appropriate and/or enter into any compromise or settlement agreement with such person without any further reference or authority from the Agency/Advertiser, without further investigation or inquiry into the validity or merits of such claims, without incurring any liability to the Agency/Advertiser and without affecting the Agency's/Advertiser's obligations in Clause 8.2 and the Agency/Advertiser shall not in such case make any claim whatsoever against SPH with respect to any such decision to cease or suspend Publication, apology, retraction, compromise or settlement and shall procure that the person whose business, activities, products or services are advertised or promoted by Publication of the Advertisement refrain from making any such claim against SPH.
9.1 SPH shall not in any circumstances assume the risk of loss, damage or destruction of any and all Materials delivered to SPH or its servants or agents and shall have no liability whatsoever in respect of any such loss, damage or destruction.
9.2 SPH shall be entitled to destroy any of the Materials which remain in the custody of SPH for more than one (1) month after the date of first Publication of the Advertisement for which such Materials were provided unless SPH shall have received from the Agency/Advertiser prior thereto written instructions relating to their return or disposal.
9.3 All intellectual property rights in all Advertisements/Amendments or Materials created by SPH under this Agreement belongs to SPH. The Agency/Advertiser may request for one revision of the Advertisement/Amendment or Materials after reviewing the initial submission by SPH to the Agency/Advertiser. Any further rounds of revision or new items requested for by the Agency/Advertiser shall be charged on a time and materials basis. In respect of any intellectual property rights belonging/licenced to the Agency/Advertiser and contained in such Advertisements/Amendments or Materials, the Agency/Advertiser hereby:
(a) grant to SPH an irrevocable, perpetual and royalty-free licence; or
(b) agree to obtain an irrevocable, perpetual and royalty-free licence at no charge;
of such intellectual property rights to enable SPH to use and reproduce all such Advertisements/Amendments or Materials in whole or in part, and to resize, translate or in any other way modify the Advertisements/Amendments or Materials for: (i) Publication on any Advertising Media or (ii) SPH's marketing and promotional purposes.
9.4 If at any time (whether before or after first Publication of any Advertisement or Amendment or developing/designing/hosting of Website) in the opinion of SPH:
(a) the Publication of any Advertisement/Amendment or the developing/designing/hosting of Website would by reason of any of the contents thereof (including any design, photograph, text or statement therein):
(i) infringe the intellectual property or other rights of any person;
(ii) constitute defamation of any person;
(iii) offend public standards of morality or decency;
(iv) offend racial or religious sensitivities;
(v) violate any code, regulation, directive or law in Singapore or any jurisdiction; or
(vi) be contrary to any policies of SPH or contracts entered into between SPH and third parties;
(b) any consent or approval required to be obtained for the Publication of any Advertisement/Amendment, the developing/designing/hosting of Website or the use of any Material in any Advertisement/Amendment or Website has not been obtained;
SPH shall be entitled, at its absolute discretion, to:
(i) decline to (A) Publish or cease the Publication of that Advertisement/Amendment; or (B) develop/design/host the Website;
(ii) require that the Agency/Advertiser make such revision or modification to the form and/or content of that Advertisement/Amendment or Website by a deadline specified by SPH; or
(iii) edit, revise, re-arrange, amend or modify the form and/or content of the Advertisement/Amendment or Website on its own accord and in such manner as SPH considers appropriate before it Publishes the Advertisement/Amendment or develop/design or host the Website and all costs incurred by SPH in this regard shall be borne by the Agency/Advertiser.
9.5 In any case where SPH declines to Publish or ceases to Publish any Advertisement/Amendment and/or develop/design/host a Website by reason of Clause 9.4(a) or (b), or the Agency/Advertiser failed to make revision or modification to the form and/or content of that Advertisement/Amendment and/or Website to the satisfaction of SPH within the deadline specified by SPH, SPH shall not be liable to the Agency/Advertiser for any damages and/or loss suffered by the Agency/Advertiser.
9.6 In the event that any claim or allegation is made by any person that any Advertisement/Amendment or Website is defamatory of or infringes in any way any right of that person or any other person, SPH shall be entitled to cease or suspend further Publication of such Advertisement/Amendment or developing/designing/hosting of Website forthwith and/or SPH shall Publish an apology or retraction in such form and terms as it considers appropriate and/or enter into any compromise or settlement agreement with such person without (a) any further reference or authority from the Agency/Advertiser; (b) further investigation or inquiry into the validity or merits of such claims; and (c) incurring any liability to the Agency/Advertiser. The Agency/Advertiser shall not in such case make any claim whatsoever against SPH with respect to any such decision to cease or suspend developing/desiging/hosting of the Website, Publication, apology, retraction, compromise or settlement.
10.1 SPH shall own the Website, graphics, user interface, screen designs and the overall 'look and feel' and all programming codes contained therein.
10.2 SPH shall not be liable for any damages, losses, costs, claims and expenses incurred by the Agency/Advertiser due to virus, malfunction, interruption, unavailability, maintenance, suspension and downtime occurring on the Website or any part of it. SPH shall have the right to suspend the Website or the services thereat at any time and for any reason, with or without notice, but if such suspension lasts or is to last for more than seven (7) days the Agency/Advertiser will be notified of the reason.
10.3. SPH shall be entitled to use all information contained in the Website including but not limited to the Agency/Advertiser's information and content submitted by the Agency/Advertisers for:
10.3.1. responding to the Agency/Advertiser’s requests and queries;
10.3.2. providing goods and services to the Agency/Advertisers;
10.3.3. verifying and processing the Agency/Advertiser’s personal particulars;
10.3.4. communicating with the Agency/Advertiser;
10.3.5. enforcing SPH’s contractual and legal rights and obligations;
10.3.6. marketing research, user profile and statistical analysis;
10.3.7. sending the Agency/Advertiser information, promotions, updates and marketing and advertising materials in relation to SPH's goods and services and those of third party organisations';
10.3.8. complying with law, the requests of law enforcement and regulatory officials, or orders of court; and
10.3.9 any other purpose for which SPH has obtained the Agency/Advertiser’s consent.
11. Third Party Server
11.1 In the event that the Agency/Advertiser utilizes a 3rd Party Ad Server to host any Advertisement, the Agency/Advertiser shall ensure the following:
(a) that the Advertisement must be available on such 3rd Party Ad Server at least 24 hours before commencement of the advertising campaign and remain on such 3rd Party Ad Server until at least 24 hours after the end of such campaign; and
(b) such 3rd Party Ad Server shall reside in data centers located in Singapore unless SPH agrees otherwise.
11.2 The Agency/Advertiser shall supply details of the 3rd Party Ad Server to SPH at least 7 working days prior to the commencement of the advertising campaign. The Agency/Advertiser shall not substitute the 3rd Party Ad Server without SPH's prior consent.
11.3 SPH and the Agency/Advertiser or 3rd Party Ad Server will track delivery of the Advertisements through their respective ad server. In the event that there are discrepancies in the activity reports and SPH's measurements are higher than that of the Agency/Advertiser or 3rd Party Server (as the case may be), the Agency/Advertiser shall nevertheless effect payment of the full Fees provided that SPH delivers an additional 10% of Advertisements. For the avoidance of doubt, such additional Advertisements shall be the Agency's/Advertiser's sole remedy in the event of discrepancies and SPH's activity reports shall be conclusive evidence of the Advertisements delivered.
12.1 Either party shall be entitled to terminate the Ad Sales Contract forthwith upon the occurrence of one or more of the events in relation to the other:
(a) the other party enters into any composition or arrangement with its creditors or has a receiver appointed over any of its assets or is the subject of any resolution or petition for winding up or judicial management (other than for the purpose of amalgamation or reconstruction);
(b) the other party ceases or threatens to cease carrying on business;
(c) the other party fails to pay any sum due under this Agreement to the party seeking to terminate this Agreement after the expiry of thirty (30) days after notice requiring payment thereof has been served on the other party; or
(d) the other party commits a breach of any Clause and fails to fully rectify and remedy the effects of such breach (if capable of rectification) within fourteen (14) days of service of a notice in writing requiring the other party to rectify and remedy such breach.
12.2 Any termination of the Ad Sales Contract shall be without prejudice to any rights (whether accrued or otherwise) which either party may have against the other arising out of or connected with the Ad Sales.
13. Agency's Liability
13.1 The liability of the Agency to SPH under this Agreement and in respect of any Ad Sales Contract, Advertisement, Amendment or Materials made or submitted to SPH by or on behalf or for the account of the Agency:
(a) shall be as principal notwithstanding that the Agency acts or purports to act as agent for any person in respect of thereof; and
(b) shall not determine or be discharged notwithstanding any recourse or right which SPH may have against the person for whose account the Ad Sales Contract, Advertisement or Amendment is made or submitted to SPH.
13.2 The liability and obligations of the Agency under this Agreement shall be separate and independent from the obligation(s) assumed by any principal or Advertiser to SPH under any agreement between such principal or Advertiser with SPH, whether with respect to Advertisements and/or Websites, the payment of any sums due to SPH in respect Advertisements and/or Websites or otherwise.
14. Limitation of Liability
14.1 Whilst SPH shall use reasonable care in processing every Advertisement and Amendment, it shall not, save for gross negligence or willful misconduct (in which event SPH's liability shall be subject to Clause 14.2 below), be liable in any way for any loss or expense incurred or suffered by the Agency/Advertiser by reason of any error or omission in Publication and/or delay or default in performance of its obligations under this Agreement, or arising directly or indirectly in connection with the Services and/or this Agreement. The Services and all content, information, materials, services and functions contained therein are provided "as is" and "as available". No warranty of any kind, implied, express or statutory, including but not limited to any warranties of title, non-infringement of third party rights, merchantability, satisfactory quality, fitness for a particular purpose and freedom from virus, is given in conjunction with the Services or any information and materials provided through the same. In particular, SPH does not warrant that any Service will be uninterrupted or free from defect, error, omission, or any virus or that any identified defect, error or omission will be corrected or virus removed. SPH may, at its sole discretion, grant a pro rata refund of the Fees or Publish the Advertisement at another time.
14.2 Notwithstanding the generality of Clause 14.2 above, In no event shall SPH be liable to the Agency and/or Advertiser whether in contract, tort (including negligence), or otherwise for any sum exceeding the Advertising Fee paid by the Advertiser in respect of the relevant Ad Sales Contract or for any indirect, incidental or consequential damages (including loss of sales and profits, lost data, business interruption or solicitors' fees), even if notified in advance of such possible damages.
15.1 All communications required or permitted to be made to the Agency/Advertiser may be delivered personally or sent by prepaid registered post, facsimile or electronic mail to the Agency/Advertiser to the address, fax number or email address stated in this Agreement or to such other address or number as may be notified to SPH by the Agency/Advertiser. Any communication shall be deemed to have been duly served forty-eight (48) hours after posting if given or made by letter, and immediately if despatched by facsimile transmission or electronic mail.
15.2 In proving service it shall be sufficient to prove that personal delivery was made, or that such notice, demand or other communication was properly addressed, stamped or posted or in the case of a facsimile message that an activity or other report from SPH's facsimile machine can be produced in respect of the notice, demand or other communication showing the recipient's facsimile number and the number of pages transmitted.
16.1 SPH shall not be liable to the Agency/Advertiser for any delay or default in performance of its obligations under this Agreement caused by any event or occurrence beyond SPH's reasonable control including but not limited to acts of God, natural disasters, war, civil unrests, interruptions in transmission lines or equipment, breakdown of computer and/or telecommunication systems, labour disputes or other similar situations.
16.2 Notwithstanding any statements which may be made by SPH or any of its employees or agents to the contrary, SPH makes no representation or warranty that:
(a) any of its firmware, bios, data, computer hardware or software, computer systems, printing systems, communication systems or other systems, or its operations or services as a whole or any part thereof; or
(b) any firmware, bios, data, computer hardware or software, computer systems, printing systems, communication systems or other systems whether provided, supplied or licensed by or to SPH, its agents or subcontractors
will continue to function without error or interruption, and any implied warranties to such effect are hereby excluded to the fullest extent permitted by law.
16.3 To the fullest extent permitted by law, SPH shall not be liable to the Agency/Advertiser for any liability, damages, losses, costs or expense incurred by the Agency/Advertiser arising from or in connection with any electronic, electrical, mechanical or other failure, error, omission, interruption or delay howsoever caused with respect to such firmware, bios, data, computer hardware or software, computer systems, printing systems, communication systems or other systems aforesaid in Clause 15.2 of these Terms and Conditions, notwithstanding that SPH or its agents or employees are advised of the possibility of such liability, damages, losses, costs and/or expenses.
16.4 The Agency/Advertiser must ensure the accuracy, authenticity and integrity of all personal information furnished to SPH. The Agency/Advertiser consent to the use of such information by SPH and its related companies, designated representatives and/or business partners for:
(a) the provision of the Service, or any part thereof;
(b) verification and processing of payments;
(c) verification and record of the Agency/Advertiser‟s personal particulars including comparing it with information from other sources;
(d) conducting statistical analysis of customers for purposes of its business plans, the enhancement of products and services and targeted advertisements, including conveying such information in broad terms to third parties whom it has or proposes to have business dealings;
(e) sending information, promotions and updates including marketing and advertising materials in relation to its goods and services and those of selected third party organisations;
(f) inclusion into any directory accessible by the public and managed and/or Published by SPH or its related companies; and
(g) complying with any order of court or directive from authorities investigating
16.5 This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes and cancels any prior oral or written agreements, representations, understanding, arrangement, communication or expression of intent relating to the subject matter of this Agreement.
16.6 The Agency/Advertiser shall not, without the written consent of SPH, assign, mortgage, charge, or dispose of any of its rights, sub-license or sub-contract or otherwise delegate any of its obligations, under the Ad Sales Contract.
16.7 SPH may amend these Terms and Conditions at any time by varying supplementing and or deleting any one or more of these Terms and Conditions by giving written notice thereof to the Agency/Advertiser. Any such amendment by SPH shall take effect on the date specified by SPH in the notice thereof, or in the absence of any such date, as from the date of the said notice.
16.8 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act to enforce any term of this Agreement, except and to the extent (if any) that this Agreement expressly provides for such Act to apply to any of the terms. The parties to this Agreement may by agreement rescind or vary this Agreement or any terms herein without the consent of the third parties referred to in Clause 8.2 above
16.9 A failure by either party hereto to exercise or enforce any rights conferred upon it by these Terms and Conditions shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
16.10 The Ad Sales Contract and these Terms and Conditions shall be construed in accordance with the laws of the Republic of Singapore and both parties agree to submit to the non-exclusive jurisdiction of the Courts of the Republic of Singapore.