| 1. |
DEFINITIONS |
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| 1.1 |
Unless
otherwise stated the following words
shall have the following meanings:-
"Advertisement
Charges" means advertisement
charges stated in the Contract Form
and referred to at Clause 5.
"Agreement" means these terms and conditions as
amended from time to time, the Contract
Form signed by the Advertiser and/or
its authorised representative and
accepted by YPS, the Terms and Conditions
For Insertion Order For Advertising
Services and YPS' various relevant
standard terms and conditions governing
the Services in printed or electronic
form and which are available upon
request or can be viewed from www.yps.com.sg/terms.html.
"Booking" means the submission of the Contract
Form for YPS' acceptance.
"Booking
Date" means the date indicated
by the Advertiser on the Contract
Form.
"Booking
Deadline" means the deadline
for submission of the completed Contract
Form for advertisements in the SPB
Directories.
"New
Advertisers" means new
advertisers in Singapore Phone
Book Directories.
"Program" means "Try It Out" Program
and "Contract
Form" means the form for the Services under
the Program found overleaf.
"SPB" means Singapore Phone Book Directories.
"YPS" means Yellow Pages (Singapore) Limited.
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| 1.2 |
Except
as specifically provided for herein,
where applicable, all term references
not defined herein shall bear the respective
meanings given to such terms in the
terms and conditions for Insertion Order
For Advertising Services (which terms
and conditions are available upon request
or can be viewed from www.yps.com.sg/terms.html)
with the appropriate additions, deletions
and substitution thereto including without
limitation, the substitution of the
reference "Insertion Order"
for " Contract Form". |
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| 2. |
THE AGREEMENT |
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| 2.1 |
The
date of this Agreement shall be the
date as stated in the Contract Form
by the Advertiser or the date of receipt
by YPS whichever is earlier. |
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| 2.2 |
By signing the Contract Form, the Advertiser
agrees to be bound by and shall comply
with this Agreement. Except for Clauses
3, 4, 5 and 6 herein, in the event of
conflict between these terms and conditions,
the Terms and Conditions For Insertion
Order For Advertising Services and YPS'
various standard terms and conditions,
the Terms and Conditions For the Insertion
Order For Advertising Services shall
prevail. |
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| 2.3 |
The advertising period for the Services
is for 2 consecutive years and the respective
publication dates shall be stated in
the Contract Form. |
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| 3. |
QUALIFYING CRITERIA |
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| 3.1 |
This Program is only applicable to New
Advertisers and the last date for advertisers
to apply to be under this Program is
31 March of the publication year. YPS reserves the right
to extend the program to existing advertisers & beyond the stipulated
deadline as it deems fit. |
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| 3.2 |
This Program is not available for prime
advertising positions in all SPB Directories. |
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| 3.3 |
This Program is also not available for
advertisements pertaining to advertising
agencies, escort services and massage
parlours. YPS also reserves the right
from time to time to restrict the type
of advertisements that come under the
purview of this Program. |
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| 4. |
PROGRAM MECHANICS |
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| 4.1 |
The
Advertiser must purchase certain advertising
items stated as mandatory by YPS at
the full published rate for 2 consecutive
years in the SPB in order to qualify
for this Program based on the mechanics
as follows: |
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| 4.1.1 |
in
the first year of this Program,
the Advertiser is entitled to
a second advertising item free
of charge ("Free of Charge
Item"), which is of the same
size, and/or the same value as
the first paid mandatory advertising
item purchased whichever is the
lower; and |
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| 4.1.2 |
in
the second year of this Program,
the Advertiser is entitled to
purchase the same second advertising
item at 50% off the published
rate. |
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| 4.2 |
The second advertising item may be consumed
across the SPB Directories and is subject
to the maximum colour band of each publication. |
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| 4.3 |
If the Advertiser wishes to purchase
the second advertising item(s) on discount
in the second year, the Advertiser has
to confirm the booking by 31 March of the publication year.
Any further extension of time is at
YPS' sole discretion. |
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| 4.4 |
The
charge for the second advertising item(s)
on discount for the second year shall
be based on the prevailing rates of
the same advertising item(s) that has
been given free of charge in the 1st
year. |
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| 5. |
ADVERTISEMENT CHARGES |
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| 5.1 |
The
Advertiser 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 YPS under this Agreement. |
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| 5.2 |
Notwithstanding Clause 5.1, YPS
shall invoice for the annual Advertisement
Charges upon publication of each issue
of SPB which is to be payable in full
within 30 days from the invoice date.
Provided always that YPS reserves the
right to amend the term and manner of
payment aforesaid as it shall deem
fit. |
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| 6. |
TERM AND TERMINATION |
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| 6.1 |
YPS reserves the right not to publish/broadcast any item submitted without explanation notwithstanding acceptance of full or part payment of the Advertisement Charges. |
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| 6.2 |
This Agreement shall commence on the
date stated by the Advertiser in this
Contract Form or the date of receipt
by YPS whichever is earlier ("the
Commencement Date") and shall be
for term of 2 years from the Commencement
Date. |
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| 6.3 |
The
Advertiser may with the written consent
of YPS amend/withdraw/cancel the Contract
on written notice to YPS which must
be received by YPS within 5 days from
the Booking Date or the date of receipt
by YPS whichever is earlier. Thereafter
cancellation charges or charges for
any work done will be imposed in the
manner set out in the tables below:
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Table
A: Cancellation Made in the
First Year Before Booking Deadline |
Receipt
date of written notification
from Advertiser |
Charges for
Work Done |
Contract Form
date to 1st Showproof |
5% of Published
Rate of Display Advertisement* |
2nd Showproof |
10% of Published
Rate of Display Advertisement* |
3rd Showproof |
15% of Published
Rate of Display Advertisement* |
4th Showproof |
20% of Published
Rate of Display Advertisement* |
5th Showproof |
25% of Published
Rate of Display Advertisement* |
*If cancellation is made in the Second
Year Before Booking Deadline, the Advertiser
will also be charged for the Free of
Charge Item in the First Year at the
published rate in addition to the Charges
for Work Done in the Second Year as
stated in the Table A above.
Table
B: Cancellation Made in the
First Year After Booking Deadline |
Receipt
date of written notification
from Advertiser |
Cancellation
Charges |
Within 30
days after Booking Deadline |
30% of the
cost of Booking # |
| After
30 days after Booking Deadline |
100%
of the cost of Booking & Free
of Charge Item at Published rate^ |
# If cancellation is made in the Second
Year within 30 days after Booking Deadline,
the Advertiser will also be charged
for the Free of Charge Item in the First
Year at the published rate in addition
to the Cancellation Charges of 30% of
the cost of Booking for the Second Year
as stated in the Table B above.
^ If cancellation is made in the Second
Year after 30 days after Booking Deadline,
the Advertiser will also be charged
for the Free of Charge Item in the
First Year of the published rate and
the discounted item(s) (if any) in
the Second Year at 50% of the published
rate in the second year in addition
to the Cancellation Charges of 100%
of the cost of Booking for the Second
Year as stated in the Table B above.
For purposes of this Clause, the
Booking Deadline shall be notified
by YPS by ordinary mail confirming
acceptance of booking, or by way of
a notice advertised in the Directories
or in Other Products and Services
or by way of public announcement in
the media or on the YPS' corporate
website. |
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| 6.3 |
YPS
reserves the right to accept/reject
cancellation requests and determine
what are the advertising items that
are deemed able to be cancelled or not. |
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| 6.4 |
In
the event of default in payment of the
Advertising Charges or any breach of
the terms and conditions herein on the
part of the Advertiser, YPS is entitled
to terminate this Agreement and the
Advertiser shall be liable to pay the
full price for the contracted advertising
item and the consumed Free of Charge
Item at published rates, if any, and/or
the consumed discounted ad item/items
at published rates. |
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| 6.5 |
In
the event that the Contract Form is
amended/ withdrawn/ cancelled with written
consent of YPS, in addition to the charges
stated in Clause 6.2, the Advertiser
will also be charged for the photography
services rendered at commercial rates,
which charges shall take into account
the number of pictures taken. |
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| 7. |
LIMITATION OF LIABILITY AND INDEMNITY |
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| 7.1 |
Except as expressly stated herein, no
claim shall be made against YPS in respect
of any rejection, delay, inaccuracy
arising from amendment of the advertisement
or the Services or rescheduling of the
Publication Date and YPS shall not be
subjected to any liability for any costs,
expenses or claims, damages or losses
to Advertiser 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
Publication Date due to the unavailability
of space or otherwise, non-transmission
(due to the failure or breakdown of
YPS 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 YPS, their employees or agents. |
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| 7.2 |
Except as specifically stated, the total
liability of YPS 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. |
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| 7.3 |
The Advertiser hereby irrevocably and
unconditionally undertakes to keep YPS
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 YPS howsoever
arising, whether by itself or with the
intervention of other causes, from the
publishing/broadcasting of the Services
or enforcing YPS' rights under this
Agreement. |
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| 8. |
ASSIGNMENT |
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| 8.1 |
YPS shall be entitled without prior
written consent of the Advertiser 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 YPS under this Agreement
being assigned transferred or otherwise
made over. |
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| 8.2 |
This 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. |
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| 9. |
MISCELLANEOUS |
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| 9.1 |
YPS shall not be liable to the Advertiser
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. |
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| 9.2 |
No
failure or delay on YPS' 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
YPS of its right or remedy of any breach
by the Advertiser 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. |
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| 9.3 |
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 this
Contract Form 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. |
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| 9.4 |
This
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. |
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| 9.5 |
YPS
reserves the right to modify, suspend
or terminate this Program and/or otherwise
impose such further terms and conditions
and changes to this Agreement without
notice as it may in its discretion deem
fit. The Advertiser'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
Advertiser by posting notice by ordinary
mail to the last known address of the
Advertiser in YPS' records and the Advertiser
shall be bound by any amendments or
changes to this Agreement from the date
as determined by YPS or if no date is
specified, from the date of such posting. |
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| 9.6 |
The
terms and conditions herein are applicable
so long as the Services are utilised
notwithstanding that no Advertisement
Charges are payable for the same and
notwithstanding that there is acceptance
of full or part payment of the Advertisement
Charges or refund of payments made to
the Advertiser without any liability
on the part of YPS. The Advertiser hereby
acknowledges and agrees that no claim
shall be made against YPS in respect
of the matters covered under Clauses
9.5 and 9.6 and YPS shall not be liable
in any such claim. |
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| 9.7 |
This
Agreement is governed by the laws of
Singapore and the parties agree to submit
to the non-exclusive jurisdiction of
the Singapore courts. |
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Except
as specifically provided for herein,
in the event of conflict between the
terms and conditions herein and that
found in the Terms and Conditions For
Insertion Order For Advertising Services
which is available on request or can
be viewed from www.yps.com.sg/terms.html or YPS' various relevant standard terms
and conditions governing the Services,
the terms and conditions for Insertion
Order shall prevail and all definitions,
terms and conditions for Insertion Order
shall apply equally to this Agreement
with all appropriate additions, deletions
and substitution where applicable including
without limitation, the substitution
of the reference "Insertion Order"
for "Contract Form" and all
other substitutions where appropriate. |
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