| 1. |
DEFINITIONS |
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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 6.
"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 Advertiser which together
constitute the whole or part of the
advertisement.
"Advertisement
Packages" are also known
as integrated media packages or any
form of bundling initiated by YPS.
"Affiliate" means any company, partnership or
other entity which directly or indirectly
controls or is controlled by or is
under common control of YPS.
"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 YPS 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.
"Advertiser" means the individual, company, partnership
or other entity named in the "Insertion
Order".
"Booking" means the submission of the Insertion
Order for YPS' acceptance
"Booking
Date" means the date indicated
by the Advertiser on the Insertion
Order.
"Booking
Deadline" means the deadline for submission
of the completed Insertion Order for
advertisements in Directories and
in Other Products & Services.
"Copysheet" means the copysheet to be completed
by the Advertiser setting out the
advertisement to be published and "Copy
Deadline" means the deadline
for submission of the Copysheet.
"Directories" means all directories published by
YPS including but not limited to Singapore
Phone Book, Yellow Pages, all YPS
CD-ROMs, Singapore Infocomm Directory,
Visitors' Guide, and
other overseas directories published
by third parties.
"Insertion
Order" means the advertisement
order for the Services overleaf.
"Other
Products & Services" means all other YPS' products and
services not defined under "Directories".
"Print
Advertisements" means
all hard copy advertisements in Directories
and in Other Products & Services.
"Publication
Date" means the date on
which the Advertiser desires its advertisement
to be published in the Directories
and in Other Products & Services
and for which publication thereof
has been scheduled.
"Published
Rate of Display Advertisement" means the rate published for display
advertisements as at the date of signing
of the Insertion Order.
"Services" means all advertising services provided
by YPS whether in printed or electronic
form and shall include advertising
services covered under Advertisement
Packages.
"Showproof" means artwork prepared by YPS for
advertisement in printed or electronic
form.
"YPS" means Yellow Pages (Singapore) Limited.
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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 Insertion Order
by the Advertiser or the date of receipt
by YPS whichever is earlier. |
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| 2.2 |
By signing the Insertion Order, the
Advertiser agrees to be bound by and
shall comply with this Agreement. Except
for Electronic Information Services
("EIS"), the Copysheet, Showproof
and otherwise stated herein, in the
event of conflict between these terms
and conditions and YPS' various standard
terms and conditions, the former shall
prevail. |
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| 2.3 |
The advertising period for the Services
shall be stated in the Insertion Order
and their respective commencement dates
as stipulated by YPS. |
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| 3. |
COPYSHEET
AND SHOWPROOF |
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| 3.1 |
The
Advertiser shall submit the Copysheet
duly approved on or before the Copy
Deadline. |
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| 3.2 |
With
regard to EIS, the Advertiser may request
changes including the updating of information
during the period of advertisement.
If allowed, the Advertiser shall bear
all requisite costs relating thereto.
There are no rebates or discount as
regards any change offered by YPS which
is not accepted. |
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| 3.3 |
The
Advertiser may request for Showproof
which will only be given at YPS' sole
discretion. Showproof may be sent by
fax, mail or Internet for approval.
Whilst YPS shall use its best endeavours
to ensure that the colours in the Showproof
conform with that later advertised,
it is not responsible for any non-conformance
thereof. Neither will YPS be responsible
for any inaccuracies or omissions which
may be contained in the Showproof. |
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| 3.4 |
The
Advertiser must ensure that its written
instructions and/or amendments on the
Showproof are received by YPS at the
correct fax number and within the stipulated
time, failing which the Showproof last
provided to YPS shall be deemed correct
and approved. |
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| 3.5 |
If
the Advertiser requests for any amendments
to the Showproof (within the stipulated
time frames), YPS may allow up to 2
Showproofs, free of charge. No further
requests shall be entertained and YPS
may at its sole discretion, allow further
Showproofs upon payment of an additional
sum of 10% of the cost of the booking
fee or S$350 whichever is higher. |
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| 4. |
SOLE
DISCRETION OF YPS |
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| 4.1 |
YPS
reserves the right to:- |
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| 4.1.1 |
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 YPS'
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; |
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| 4.1.2 |
to
omit, suspend or change the position
and sequence, text either words,
audio or visual or any format
of the Services, even after acceptance
for publication or broadcast and
even if it has been previously
published or broadcasted and such
amendment shall include amendment
to Chinese characters. |
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| 4.1.3 |
where
there is any error, misprint,
omission or print defect in the
Services, YPS may but will not
be obliged to insert the corrected
information in the next available
print or broadcast or make, a
reasonable refund or pro-rated
adjustments to the Advertisement
Charges. Unless otherwise agreed
in writing, YPS is not obliged
to comply with any conditions
imposed by the Advertiser for
any insertion. No reinsertion,
refund or pro-rated adjustments
will also be made if in YPS' 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 YPS. |
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| 5. |
ADVERTISING
MATERIAL |
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| 5.1 |
All
Advertising Materials supplied must
comply with YPS' prevailing practice
and policies and the specifications
of the Authorities and/or any Law, which
are available upon request. |
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| 5.2 |
Whilst
every reasonable care is taken, neither
YPS nor its agents shall be responsible
for loss or damage to the Advertising
Materials. |
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| 5.3 |
Unless
notified to the contrary in writing,
YPS is entitled to destroy the Advertising
Materials after 1 month from the date
of the latest publication or broadcast. |
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| 5.4 |
When
the Copysheet &/or Advertising Materials
are not submitted concurrently with
the Insertion Order, the relevant amendments
and/or updates as the case may be, YPS
reserves the right to repeat the relevant
advertising service with any necessary
modifications or publish the advertisement
with only the Advertiser's contact details
known to YPS as at the time of Booking
and the Advertiser would remain liable
for full payment of the Advertisement
Charges. |
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| 6. |
ADVERTISEMENT
CHARGES AND PAYMENTS |
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| 6.1 |
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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| 6.2 |
Notwithstanding Clause 6.1, YPS shall invoice for the annual Advertisement Charges upon publication or commencement of the Advertising Services, which is payable in full within 30 days from the invoice date for all Products & Services. 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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| 6.3 |
The
full rate for the duration stated in
the Insertion Order will be charged,
regardless of whether the Advertiser
uses up his entitlement for the Services
and also where the advertisement is
unpublished due to Advertiser's failure
to submit the Copysheet and/or Advertising
Materials which are to be submitted
before the Copy Deadline or any relevant
deadline. |
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| 6.4 |
Additional charges at YPS' prevailing
rate will be imposed for any additional
services in excess of the Advertiser'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. |
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| 6.5 |
Interest
at a rate of 8% p.a. is payable on outstanding
payment from the invoice date or the
last payment date, whichever is later. |
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| 6.6 |
If the Services include provision of
Chinese characters, only common Chinese
characters will be provided. If assistance
for construction of Chinese characters
is required, YPS may assist at the Advertiser's
cost and expense. The Chinese characters
constructed shall conform with YPS'
system and become YPS' property. Likewise
YPS is entitled to determine the charge
for translation of any advertisement
in the Copysheet. |
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| 6.7 |
If the Services allow a direct connection
to mobile telephone services, pursuant
to IDA's present policies, the subscriber
shall bear the cost of the connection.
If IDA imposes any charge on YPS, the
Advertiser undertakes to bear the same. |
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| 6.8 |
Where 2 or more accounts pertaining
to the Services are opened by the Advertiser,
YPS 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 YPS. In particular, the same applies
to an Advertiser, who is an individual
and who maintains 2 or more of such
accounts for his various businesses
for which he is sole-proprietors of.
YPS also reserves the right at any time,
to require the personal guarantee of
an Advertiser who is the sole individual
shareholder of various private limited
companies which maintain 2 or more of
such accounts under different company
names with YPS. |
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| 7. |
CANCELLATION
POLICY AND CHARGES |
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| 7.1 |
The
Advertiser may with written consent
of YPS amend/withdraw/cancel the Insertion
Order 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 no amendment/withdrawal/cancellation
will be entertained in particular for
EIS, CS, IYP, save for cancellation
for Print Advertisements which is allowed
upon payment of the cancellation charges
or charges for any work done in respect
thereof and as set out in the table
below:- |
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Receipt
date of written notification
from Advertiser |
Charges for
Work Done |
Insertion
Order 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 |
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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 |
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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
& Services, or by way of public
announcement in the media or on the
YPS' corporate website. |
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| 7.2 |
No partial cancellation is allowed in
respect of Advertisement Packages. The
Advertisement Package is considered
cancelled upon withdrawal of any advertising
item within the package and a cancellation
charge of 30% will be imposed on the
Advertisement Charges for the entire
package. Where advertising items have
been activated, consumed or deemed unable
to cancel, the 30% cancellation charges
will be imposed on the full rate of
Advertisement Charges for the entire
Advertisement Package or the usual rates
of the consumed/activated advertising
items whichever is higher. YPS reserves
the right to accept/reject cancellation
requests and determine what are the
advertising items deemed able to be
cancelled or not. |
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| 7.3 |
In
the event that the Insertion Order is
amended/ withdrawn/ cancelled with written
consent of YPS, in addition to the charges
stated in Clauses 7.1, 7.2 and 7.3,
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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| 8. |
INTELLECTUAL
PROPERTY |
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| 8.1 |
All
trademarks, copyright, designs, patents,
know-how, industrial property and other
intellectual property comprised in the
Services and materials provided by YPS,
including photographs and Showproof
given in any form ("YPS' Intellectual
Property") are the exclusive property
of YPS. No use and reproduction of any
part of the same in any manner is allowed
without YPS' prior written approval. |
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| 8.2 |
The
Advertiser shall fully indemnify YPS
in respect of all losses, damages, costs
and expenses which may be suffered by
YPS from the unauthorised use of YPS'
Intellectual Property through breach
by the Advertiser of this Agreement
or its negligence or otherwise. |
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| 9. |
NON
PUBLICATION/BROADCAST AND PAYMENTS |
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| 9.1 |
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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| 9.2 |
YPS
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. |
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| 9.3 |
YPS
may at its sole discretion at any time
before the Publication Date:- |
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| 9.3.1 |
reject
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 published previously;
and/or |
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|
| 9.3.2 |
require
the Advertiser to amend or edit
the advertisement submitted to
YPS as set out in the Copysheet
according to the requirements
of YPS; and/or |
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| 9.3.3 |
by
written notice state that it will
not publish the advertisement
on the scheduled Publication Date
but on an alternative Publication
Date provided that if the Advertiser
disagrees, any payment it may
have made will be refunded; and/or |
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| 9.3.4 |
delete
or otherwise remove any advertisement
without explanation and refund
any payment made by the Advertiser
without any liability. The Advertiser
shall have no claim against YPS. |
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| 9.4 |
YPS
may at its sole discretion, discharge
and satisfy any claim and settle or
defend any action or threatened action
without reference to the Advertiser. |
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| 9.5 |
YPS
is not liable for any unsatisfactory
publication of advertisements if the
Advertising Materials submitted do not
comply with its requirements. |
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| 9.6 |
YPS shall not be responsible for any
mispronunciation of the Advertiser's
name or any product or service name
or otherwise in the Services. |
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| 9.7 |
The
Advertising Materials and/or other property
submitted are held by YPS at the Advertiser's
risk and any relevant insurance with
respect to the such property shall be
arranged and paid by the Advertiser.
No such claims will be entertained more
than 1 month after submission. |
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| 9.8 |
Any complaint on advertisements, together
with all relevant details shall be lodged
within 3 months after Publication Date
after which none will be entertained. |
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| 9.9 |
Except where the Advertiser has been
delinquent in its payments, where the
advertising item has been in part published/broadcasted/processed
or some items have been published/broadcasted
for the balance of the advertising period,
YPS 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. |
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| 9.10 |
If default in payment occurs, YPS may
refuse to insert, publish or broadcast
the advertising items without notice
to the Advertiser. |
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| 9.11 |
If the Advertiser is permitted to pay
by instalments, failure to effect any
instalment shall forthwith entitle YPS
to demand and collect the entire balance
in one lump sum. |
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| 9.12 |
If any incentive has been given to the
Advertiser by way of free or bonus advertisements
or rebates (if applicable) ("the
Incentives"), the time of placement
of these Incentives shall be at YPS'
sole discretion. If however default
in payment occurs, or if there is a
breach of this Agreement by the Advertiser
or the criteria set by YPS for the Incentives
is not met, YPS 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. |
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| 9.13 |
YPS
reserves the right to modify, add on,
suspend or terminate the Incentives
without prior notice but notice 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 the same from the date as
determined by YPS or if no date is specified
from the date of such posting. |
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| 10. |
ADVERTISER'S
WARRANTIES |
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|
| 10.1 |
The
Advertiser warrants that:- |
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| 10.1.1 |
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 Services and if any
demand, claim or criminal charge
arising therefrom is made against
YPS, it will indemnify YPS from
any such costs, damages, fines,
penalties or charges. |
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| 10.1.2 |
it is authorised, entitled to
advertise and permit YPS to reproduce
and otherwise use the business/service/product
described in all documents submitted
in relation to the Services. |
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| 10.1.3 |
all 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. |
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| 10.1.4 |
the 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
YPS and the Authorities from time
to time. |
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| 10.1.5 |
nothing 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 libellous and it
will indemnify YPS against any
liability in respect thereof and
shall pay all costs and expenses
which may be incurred thereto. |
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| 10.1.6 |
it is solely responsible for and
liable in respect of the content,
accuracy and completeness of the
Services, YPS 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. |
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| 10.1.7 |
the individual who signs on his
behalf is duly authorised to enter
into this Agreement. |
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| 10.1.8 |
it shall be solely responsible
for notifying YPS and the telecommunication
company prior to the stipulated
deadline, by written notice of
any change pertaining to its details
already listed with the telecommunication
company and all matters relating
or incidental to the telecommunication
company with whom it has subscribed.
YPS shall not be responsible for
all matters arising in relation
to the services provided by the
telecommunication company and
in particular arising as a consequence
of any change of the telecommunication
company which it shall not have
notified YPS. |
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| 11. |
LIMITATION
OF LIABILITY AND INDEMNITY |
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| 11.1 |
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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| 11.2 |
Subject
to Clause 4.1.3, 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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| 11.3 |
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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| 12. |
GOODS
& SERVICES TAX |
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| 12.1 |
All
prices quoted shall be exclusive of
Goods and Services Tax ("GST")
and the Advertiser shall be liable for
any GST at the prevailing rates prescribed
by the laws of Singapore. |
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| 13. |
ASSIGNMENT |
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| 13.1 |
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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| 13.2 |
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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| 14. |
MISCELLANEOUS |
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| 14.1 |
Clauses 10 and 11 shall survive termination
of this Agreement. |
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| 14.2 |
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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| 14.3 |
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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| 14.4 |
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. |
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| 14.5 |
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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| 14.6 |
YPS 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
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. The terms
and conditions herein are applicable
so long as the Services are utilised
notwithstanding that no Advertisement
Charges are payable for the same. |
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| 14.7 |
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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| 14.8 |
A 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. |
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