These terms and conditions apply to all advertising placements accepted by Offsprings Group Pte. Ltd. (Company Registration Number: [201207497N]) (“Publisher”) and specifically excludes any other terms and conditions unless accepted in writing by the Publisher.
All bookings of advertising insertions made by the advertiser (“Advertiser”) are accepted subject to (1) the space being available and (2) the copy being acceptable to the Publisher.
The Publisher reserves the right to (1) allocate any advertisement placement unless otherwise stated by the Publisher, (2) reject any advertisement and (3) suspend/ postpone/ cancel the activation, at any time and for any reason and in doing so the Publisher shall not be liable to the Advertiser for any loss (consequential or otherwise), damage, costs, expenses or other claims for compensation (the “Losses”) whether or not the circumstances giving rise to such Losses may have been within the control of the Publisher. If the omission of any advertisement is the fault of the Advertiser, the full cost of the advertising insert remains payable to the Publisher. If the Publisher changes the size or placement of the advertisement, the Advertiser shall have the right to a pro rata credit without penalty. The Publisher shall not be liable for any Losses beyond its control including but not limited to acts of God, natural disasters, acts of terrorism, war, civil unrest, labour disputes or other similar situations.
Advertiser’s Warranties and Indemnity
The Advertiser specifically represents, warrants and undertakes to the Publisher that:
- the information and/or copy supplied for the advertisement does not (i) contravene any applicable law (ii) constitute a libel or slander of any person anywhere (iii) infringe any intellectual property rights (iv) inflict plagiarism;
- the information and/or copy supplied for the advertisement is true, accurate and not misleading in any respect and in the event such information is not true, accurate or is misleading to inform the Publisher immediately;
- it has full power and capacity to place an advertisement with the Publisher and to exercise all its rights and perform all its obligations under these terms and conditions;
- it has taken all necessary corporate action to authorise the placement of the advertisement with the Publisher;
- all necessary licenses, consents, permissions and other approvals from all authorities and persons (including all licensees and owners of intellectual property therein) have been obtained in connection with the placement of the advertisement with the Publisher (including in relation to the content specified therein); and
The Advertiser shall indemnify the Publisher from and against any and all Losses which it may incur or which may be made against it as a result of or arising out of, or in relation to, any breach of any of the representations, warranties or undertakings of or by the Advertiser contained in these terms and conditions (including but not limited to claims in respect of defamation and/or breach of intellectual property rights). Such indemnity shall extend to include all reasonable costs, charges and expenses which the Publisher may pay or incur in investigating, disputing or defending any claim or action or other proceedings in respect of which the Advertiser is or may be liable to indemnify under these terms and conditions and all reasonable costs, charges and expenses that are the subject of this indemnity shall be reimbursed by Advertiser on demand from the Publisher. Notwithstanding anything in these terms and conditions, this indemnity will survive the publishing of the relevant advertisement by the Publisher.
No cancellations will be accepted and the full cost of the advertising inserts remains payable to the Publisher.
Submission Requirements and Deadlines
The Advertiser would have to submit the copy or information before the given deadline. Failure to meet the submission requirements and/or deadline may result in the advertisement being excluded or appearing in an alternative position. In such situations, the full cost of the advertising insert and any applicable loadings remains payable. A handling fee may be imposed if the copy does not meet the submission requirements. All copies submitted to the Publisher will be disposed after 2 weeks. Accordingly, any request for return of advertising material must be made in writing prior to this deadline.
The Publisher takes every care to ensure that errors are minimized and where such errors are clearly the fault of the Publisher. The Publisher’s aggregate liability (and that of its shareholders and employees) to the Advertiser in respect of all causes of action whether arising at common law (including for negligence), in equity, under statute or otherwise, arising from or in connection with the advertisement is limited to the fees received for such advertisement. The Advertiser agrees to release the Publisher (and its shareholders and employees), from all claims arising from or in connection with the advertisement to the extent the Publisher (and its shareholders and employees’) aggregate liability in respect of those claims would exceed the fees received for the advertisement.
For the avoidance of doubt errors due to (1) the fault of the Advertiser, (2) incorrect instructions or (3) acts of third parties will not be entertained and the full cost of the advertising insertion remains payable.
All advertisement bookings must be paid within 14 working days from the date of activation. Invoices will be mailed to advertisers and advertising agencies before the activation date. Late payments are subject to an interest charge of 2% per month on the outstanding balance.
Advertising Master Contracts (Terminations)
The Publisher has the right to terminate the advertising master contract by giving the Advertiser 7 working days notice before the next activation. Any termination shall be without prejudice to any rights that either party may have against the other arising out of the advertising contract and shall not affect the obligations of the parties. All cancellations will be made in writing by the publisher.
Any liability to any party under these terms and conditions may in whole or in part be released, compounded or compromised, or time or indulgence given, by that party in its absolute discretion without in any way prejudicing or affecting its other rights against the other parties.
No failure to exercise, nor any delay in exercising, on the part of any party, any right or remedy under these terms and conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.
If a court of competent jurisdiction holds any provision of these terms and conditions to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions of these terms and conditions shall not be affected thereby.
A person who is not a party to these terms and conditions has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of these terms and conditions. Notwithstanding any terms of this these terms and conditions, the consent of any third party is not required for any variation (including any release or compromise of any liability under) of these terms and conditions.
These terms and conditions and any other documents delivered pursuant to these terms and conditions (1) contain the entire agreement of the parties with respect to the subject matter hereof and (2) supersede all prior agreements, arrangements, understanding, promises, covenants, representations and communications between the parties, whether written or oral, with respect to the subject matter hereof.
These terms and conditions shall be governed by, and construed in accordance with, the laws of Singapore and the Advertiser irrevocably submits to the non-exclusive jurisdiction of the Singapore courts with respect to any claim which may arise out of or in connection with these terms and conditions.