Advertising Specifications

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.
"Amendment" means any proposed amendment or revision of any Insertions submitted to SPHM for publication.
"Advertiser" means the person named as 'Advertiser' in any Advertising Contract.
"Advertising Contract" means any Advertising Contract.
"Agency" means any of the advertising agencies specified in any Advertising Contract and such other person appointed by the Advertiser in addition thereto or place thereof in accordance with the terms of any Advertising Contract.
"Business Day" means any day other than a Saturday, Sunday or public holiday in Singapore.
"SPHM" means SPH Magazines Pte Ltd.
"Cancellation" means the cancellation of any Reservation.
"Cancellation Deadline" in relation to any Cancellation means the time stipulated in the Cancellation Deadline Notice current or applicable at the time when the Cancellation is submitted to SPHM as the time by which that Cancellation must be submitted to SPHM.
"Cancellation Deadline Notice" in relation to any Cancellation means the notice of SPHM to the Advertiser or an Agency specifying the time by which Cancellation(s) must be submitted to SPHM.
"Compliant PDF/X-1a file" in relation to file submission means the accepted PDF file that complies to all the pre-flight pre-requisites.
"Condition" means a term or condition of any Advertising Contract.
"Copy Deadline" in relation to any Insertion or Amendment means the time stipulated in the Copy Deadline Notice current or applicable at the time when that Insertion or Amendment is submitted to SPHM as the time by which a copy of that Insertion or Amendment must be submitted to SPHM.
"Copy Deadline Notice" in relation to any Insertion or Amendment means the Notice of SPHM to the Advertiser or Agency specifying the time by which a copy thereof must be submitted to SPHM for the purpose of publication.
"Copy Deadline Surcharge Notice" means the notice of SPHM to the Advertiser or any Agency setting out the amount of Surcharge(s) for failure of the Advertiser to meet the Copy Deadline in relation to any Insertion or Amendment.
"Designated Address" in relation to any Cancellation or any copy of any Insertion or Amendment to be submitted by the Advertiser to SPHM means the address designated by SPHM for the submission of the same to SPHM.
"Insertion" means any display, supplement, feature, recruitment, notices or classified advertisement with respect to the Advertiser and/or the Advertiser's business, operations, products and/or services.
"Person" means any natural person, firm or body corporate.
"Photograph" shall include drawing, chart, graph and other artwork.
"Publication" means any of the publications specified in any Advertising Contract, including the internet editions of such publications as SPHM may determine from time to time.
"Reservation" means a reservation of space in any edition of any Publication for the publication of an Insertion in such edition.
"Scheduled Insertion Date" in relation to any Insertion means the date of the edition of a Publication specified by the Advertiser for publication of that Insertion provided that where any edition is published with respect to any period and does not bear any specific date, the Scheduled Insertion Date shall be the first day of that period.
"Specified Budget" means the amount stated in any Advertising Contract as the 'Specified Budget'.
"Specified Period" means the period stated in any Advertising Contract as the 'Specified Period'.
"Specified Rate" in relation to the publication of any Insertion in any Publication means SPHM's rate [subject to Goods & Service Tax (GST)] for the publication of that Insertion in that Publication current or applicable at the time when such Insertion is published.
"SPH" means Singapore Press Holdings Limited.
"Standard Colour Proof" means in relation to file submission digital proof that is output from the submitted file based on the specifications of digital proofing.

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.

1.3 The headings to the Conditions are to facilitate references and shall not affect or influence in any way the construction of any of the Conditions.

2. Agency

2.1 The Agency shall act as the Advertiser's agency:
(a) with respect to all matters regarding Insertions placed or to be placed during the Specified Period in any Publication, including but not limited to the content, size and all other specifications thereof, date(s) of publication, the submission of copies of Insertions or Amendments and the rate or charges therefore; and
(b) for the receipt of notices and other communications from SPHM; and the instruction, direction or agreement of the Agency with respect to any such matter shall constitute the instruction, direction or agreement, as the case may be, of the Advertiser and any notice or communication given or sent by SPHM to Agency shall be regarded as a notice or communication given or sent to the Advertiser.

2.2 The Advertiser shall ratify all statements or action of the Agency which purport to have been made or taken by the Agency on behalf of the Advertiser.

2.3 The Advertiser shall not without the prior written consent of SPHM:
(a) Terminate the appointment of any Agency during the Specified Period without appointing any other agency accredited or approved by SPH to act as its agent in place thereof; or
(b) Appoint any other person as its agent whether in addition to or in replacement of any Agency who is not at that time an advertising agency accredited or approved by SPH.

2.4 SPHM shall be entitled to refuse to deal with or act on any request, instruction or notice of any person acting as an agent of the Advertiser who is not an Agency.

2.5 In the event that SPHM receives contradictory or inconsistent requests, instructions or notices with respect to any matter from the Advertiser and an Agency or from more than one Agency purporting to act on behalf of the Advertiser, SPHM shall be entitled to rely upon and act on any of those request, instructions, or notices to the exclusion of the others and/or to deal with only the Advertiser or one of those Agencies with respect to that matter.

3. Reservations / Confirmation of reservations

3.1 All Reservations shall be made only by the Advertiser itself or through an Agency.

3.2 Each Reservation shall specify the date of the publication of the Insertion, the Publication in which the Insertion is to be published, the size and colour of the Insertion and the page or position in the Publication where the Insertion is to be published.

3.3 Nothing in any Advertising Contract shall be construed to impose upon SPHM any obligation to accept any Reservation.

3.4 SPHM shall have no obligation whatsoever in respect of any Reservation which SPHM before the Cancellation Deadline for that Reservation notifies the Advertiser or its Agency that it is unable to accept or act upon.

3.5 Any Reservation made shall not be revised or amended in any way by the Advertiser or the Agency on behalf of the Advertiser except with the prior written consent of SPHM or in accordance with Condition 9.1. No Reservation shall be cancelled or withdrawn except in accordance with the terms of any Advertising Contract or with the prior written consent of SPHM.

3.6 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 SPHM 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.

3.7 In the event that the Advertisement positions are adjusted or changed whether in terms of size, configuration or otherwise, SPHM reserves the right to re-position any Advertisements provided that the value of the position allocated by SPH is equivalent to the Specified Rates.

3.8 Online Placements

3.8.1 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 SPHM agrees otherwise.

3.8.2 The Agency/Advertiser shall supply details of the 3rd Party Ad Server to SPHM 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 SPHM's prior consent.

3.8.3 SPHM 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 SPHM'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 Advertising Fees provided that SPHM delivers an additional 20% 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 SPHM's activity reports shall be conclusive evidence of the Advertisements delivered.

4. Cancellation

4.1 In the event that the Advertiser wishes to effect a Cancellation, the Advertiser shall submit to SPHM at the Designated Address a written request therefor by the Cancellation Deadline provided always that the Advertiser shall not be entitled to cancel any reservation for insertions that SPHM has designated as non-cancellable due to the position of the insertion or otherwise.

4.2 In the event that the Advertiser fails to meet the Cancellation Deadline in relation to any Cancellation, SPHM shall be entitled, at SPHM's discretion, to ignore the Cancellation entirely or with respect to any part thereof.

4.3 In the event that any Cancellation is received after the Booking Deadline and acted upon by SPHM, SPHM shall be entitled to charge the Advertiser a cancellation charge determined as follows:
(a) where the notice is received by SPHM before the Material Deadline, the cancellation charge shall be the amount which is greater of:
(i) the sum equal to twenty-five percent (25%) of the total sum which would have been payable by the Advertiser to SPHM under any Advertising Contract for the publication of the Insertion to which the Cancellation relates, and
(ii) sum of Singapore Dollars Five Hundred only ($500), and
(b) where the notice of Cancellation is received by SPHM two days, after material deadline, the cancellation charge shall be the amount equal to the total sum which would have been payable by the Advertiser to SPHM under any Advertising Contract for the publication of the Insertion to which the Cancellation relates.

4.4 SPHM shall be entitled to revise and amend from time to time the contents of any Cancellation Deadline Notice by giving notice thereof to any Agency or the Advertiser.

5. Copy Deadlines and Insertions

5.1 The Advertiser shall submit to SPHM at the Designated Address a copy initialled by the Advertiser or an Agency:
(a) of every Insertion corresponding in every aspect to the Insertion intended to be published: and
(b) of each Amendment setting out exactly the manner in which the Amendment relates is proposed to be amended or revised by the Copy Deadline relating thereto unless the Reservation in respect thereof has been cancelled in accordance with the terms of this Advertising Contract.

5.2 SPHM shall be entitled (but not obliged):
(a) to regard any initial appearing on any copy of any Insertion as the initial of the Advertiser or an Agency in the absence of any indication to the contrary in such copy;
(b) to treat any copy of any Insertion submitted to SPHM as corresponding in every aspect to the Insertion intended to be published; and
(c) to disregard and ignore any Amendment which does not set out exactly the manner in which the Insertion to which the Amendment relates is proposed to be revised.

5.3 In the event that the Advertiser fails to fully comply with Condition 5.1 by the Copy Deadline in relation to any Insertion, SPHM shall be entitled to charge the Advertiser for the entire space reserved for that Insertion as if such Insertion had been published in its entirety in the edition of the Publication reserved by the Reservation for that Insertion notwithstanding that space or any part thereof may have been re-sold and/or otherwise used by SPHM.

5.4 In the event that the Advertiser fails to fully comply with Condition 5.1 by the Copy Deadline in relation to any Amendment, SPHM shall be entitled to ignore that Amendment and to publish the Insertion without that Amendment.

5.5 In the event that:
(a) any Insertion is published in the Publication notwithstanding the failure of the Advertiser to fully comply with Condition 5.1 by the Copy Deadline with respect to that Insertion; or
(b) any Insertion is published incorporating any amendment notwithstanding the failure of the Advertiser to fully comply with Condition 5.1 by the Copy Deadline with respect to that Amendment, SPHM shall be entitled to charge the advertiser a surcharge of the amount(s) in respect thereof stipulated in the Copy Deadline Surcharge Notice current or applicable at that time.
5.6 If in the opinion of SPHM:
(a) the publication of any Insertion or Amendment 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; or
(ii) constitute a libel of any person; or
(iii) offend public standards of, morality or decency; or
(iv) offend racial or religious sensitivities; or
(v) violate any law in Singapore or any jurisdiction in which the same would be published; or
(vi) be contrary to any policies of SPHM; or
(b) any consent or approval required to be obtained for the publication of any Insertion or Amendment or the use of any design, photograph or material in any Insertion or Amendment has not been obtained; or
(c) the copy of the Insertion or Amendment submitted to SPHM has not been initialled by the Advertiser or an Agency, SPHM shall be entitled, at its absolute discretion, to:
(i) refuse to accept any copy of any Insertion or Amendment and/or to publish any Insertion or Amendment: or
(ii) require that the Advertiser make such revision or modification to the form and/or content of the Insertion or Amendment by a deadline specified by SPHM before it publishes the Insertion or Amendment, with such revision or modification; or
(iii) edit, revise, re-arrange, amend or modify the form and/or content of the Insertion on its own accord and in such manner as it considers appropriate before it publishes the Insertion or Amendment.

5.7 In any case where SPHM refuses to accept any copy of any Insertion or Amendment pursuant to Condition 5.6 SPHM shall be entitled to cancel the Reservation with respect to the relevant Insertion whether before or after the Cancellation Deadline and decline to publish the same.
5.8 SPHM reserves the right to insert the word "Advertisement" on any Insertion which contains any editorial format or editorial text, where appropriate.
5.9 SPHM shall be entitled to revise and amend from time to time the contents of any Copy Deadline Notice and Copy Deadline Surcharge Notice by giving notice thereof to any Agency or the Advertiser.

6. Rates and Payment

6.1 The Advertiser shall pay SPHM for each Insertion published in an edition of any Publication the Specified Rate with respect thereto subject to such discount, reductions, rebate privileges or concessions, if any, as SPHM may agree in writing to grant the Advertiser.

6.2 SPHM may bill or invoice the Advertiser or any Agency with respect to any sum payable by the Advertiser under any Advertising contract. Notwithstanding that any Agency has been billed or invoiced with respect to any amount due from the Advertiser under any Advertising Contract, the Advertiser shall nevertheless remain liable to SPHM for the payment of that amount unless and until that Agency has made full payment thereof to SPHM. SPHM has appointed SPH to be its Collecting Agent and SPH is authorised to collect all debts and manage all invoices owing to SPHM in accordance with the invoices and account statements issued by SPHM. All payments due to SPHM shall be made directly to SPH at 1000 Toa Payoh North News Centre Singapore 318994. Cheques should be crossed and made payable to "Singapore Press Holdings Ltd"

For Telegraphic Transfers:
Remit your payment in Singapore Dollars to Citibank N.A. Singapore, No.3 Temasek Avenue #11-00 Centennial Tower, Singapore 039190. Account No : 0-707563-052 (SPH Current Account)

6.3 Subject to Condition 6.7 and any contrary payment term under any applicable Advertising Contract, any and all amounts charged by SPHM or amounts due from the Advertiser to SPHM under any Advertising Contract shall be paid by the Advertiser not later than seven (7) days after the date of the statement from SPHM relating thereto.

6.4 Where SPHM has agreed in writing to charge the Advertiser based on any rate specified in any currency other than Singapore Dollars, SPHM may bill or invoice the Advertiser in Singapore Dollars with respect to any such charge applying the rate of exchange determined by SPHM in good faith to be the prevailing rate of exchange at the time of the publication of the Insertion in relation to which such charge was incurred or as at the date of SPHM's invoice or statement with respect to such charge, as may be selected by SPHM, and the Advertiser shall pay SPHM the amount in Singapore Dollars stated to be due in any such invoice or statement.

6.5 SPHM shall be entitled to appropriate in any order it chooses and with respect to any sum stated in any invoice or statement to be due to SPHM as selected by SPHM any payment received from or for the account or on behalf of the Advertiser notwithstanding any specific appropriation to the contrary by the Advertiser or the person making such payment.

6.6 Notwithstanding anything to the contrary, if any sum due remains unpaid after the expiry of the period provided in Condition 6.3 for payment thereof, all sums stated to be due to SPHM from the Advertiser in any invoice or statement of SPHM (whether issued before or after the expiry of that period) shall become immediately due and payable by the Advertiser to SPHM as from the date of such invoice or statement. Late payment interests shall be levied in accordance to the prevailing rates chargeable by SPHM from time to time. SPHM reserves the right to suspend display of any Advertisements in the event that the Agency/Advertiser fails to pay any sums due within the stipulated period.

6.7 The Advertiser or the Agency undertakes to verify the correctness of each invoice received from SPHM and to inform SPHM within one (1) month from the receipt thereof of any discrepancies, omissions, inaccuracies or incorrect entries in the invoice and that at the end of the said period of one (1) month the said invoice shall be conclusive evidence without further proof that the invoice is and entries therein are correct (except as to any alleged errors so notified) and SPHM shall be free from all claims in respect of the invoice except as provided above.

6.8 SPHM shall be entitled to set, revise and amend from time to time the Specified Rates, and the terms relating thereto, with respect to the publication of Insertions in Publications by giving notice thereof to any Agency or the Advertiser.

6.9 All charges of SPHM for the publication of Insertions and for the provision of Box Service or any other services or materials shall be subject to Goods and Services Tax in Singapore which shall be borne and paid for by the Advertiser.

6.10 SPHM reserves the absolute right to introduce an electronic bill system.

7. Revocation of Discount, Privileges and Concessions

7.1 In the event that either:
(a) the total number of the Insertions of the specifications set out in any Advertising Contract for which Reservations have been made during the Specified Period is less than the Minimum Number; or
(b) the total revenue derived by SPHM with respect to Insertions made during the Specified Period is less than the amount of the Specified Budget, SPHM shall be entitled to revoke all discounts, reductions, rebates, privileges and concessions granted for which SPHM may have agreed to grant to the Advertiser with respect to Reservations effected and/or Insertions published during the Specified Period.

7.2 The revocation of all such discounts, reductions, rebates, privileges and concessions pursuant to Condition 7.1 shall be retroactive to the date of commencement of the Specified Period and the Advertiser shall pay SPHM and all amounts due to SPHM as a consequence of such revocation within seven (7) days of the date of invoice, notwithstanding that the Advertiser or any Agency may have been billed and/or may already have paid for those Insertions published during the Specified Period at the discounted or reduced rate(s) or may have been granted the rebates, privileges and concessions.

8. Measurement and Quality

8.1 All insertions must comply with the size and other specifications of SPHM which may vary from time to time at SPHM's sole discretion. Insertion space will be measured in accordance with the head to foot rule used by SPHM.

8.2 SPHM shall be entitled to charge the Advertiser a fee for each of the following services at such rate or rates as SPHM may determine from time to time;
(a) translation of any Insertion.
(b) the copywriting of any Insertion; and
(c) the artwork of any Insertion.

8.3 SPHM shall not be responsible or liable for any deficiency in the quality of reproduction of any design or photograph in the publication of any Insertion in any Publication in the event that the designs, photographs and materials provided to SPHM for the purpose do not meet the standards and requirements stipulated by SPHM.

8.4 In the event that the Advertiser is dissatisfied with the production quality of any Insertion the Advertiser shall lodge a formal complaint with SPHM within 10 days of publication, after which no complaint will be entertained.

9. Re-scheduling and Repositioning

9.1 The Advertiser may re-schedule the Scheduled Insertion Date once with respect to any Insertion which is the subject of a Reservation provided that:
(a) written notice thereof is given to SPHM at the Designated Address not less than eight (8) weeks before the issue date for an advertisement; and
(b) the re-scheduled date shall not extend beyond three (3) issues from the original Scheduled Insertion Date; and
(c) where any Scheduled Insertion Date with respect to any Insertion has been rescheduled under this Condition, the Reservation with respect to that Insertion shall not be subsequently cancelled by the Advertiser.

9.2 Notwithstanding that SPHM may have accepted a Reservation with respect to any Insertion in any edition of any Publication, in the event that publication of that edition of the Publication is delayed or deferred, or ceases, for any reason whatsoever or in the event that SPHM considers that it is impractical to publish the Insertion in that edition of the Publication or in any page of that edition and or of the size specified by the Advertiser given the prevailing constraints and/or any change of circumstances, SPHM shall be entitled:
(a) to postpone or re-schedule the publication of that Insertion and any such postponement or rescheduling shall not affect the obligations of the Advertiser to pay for the publication of the Insertion at the rate(s) applicable if that Insertion had been published on schedule;
(b) to reposition any Insertion to another page or section of the Publication and/or
(c) to publish the insertion in an alternative SPHM publication.

For the avoidance of doubt, SPHM reserves the right to cancel or revise any special discounts granted previously as a result of the changes or revisions requested by the Advertiser. Under no circumstances shall SPHM be liable to the Advertiser for any liability, damages, losses, costs or expenses incurred by the Advertiser arising from or in connection with such postponement or re-scheduling of the publication or repositioning of any insertion, or the publication of the insertion in an alternative publication to SPHM.

10. Advertiser's Warranties and Indemnities

10.1 In relation to every copy of any Insertion or Amendment submitted to SPHM, the Advertiser shall be deemed to have represented and warranted to SPHM as follows:
(a) that it and its Agencies have obtained the necessary licenses, consents, permissions and other approvals from all authorities and persons (including all proprietors and licensees of the intellectual property therein) to use and publish in any edition of any Publication in which that Insertion or Amendment is published all the designs, photographs, names, representations and statements contained in that Insertion or Amendment;
(b) that all designs, photographs and materials delivered to SPHM for the publication of any Insertion are the property of the Advertiser or have been delivered with the consent of the owner thereof; and
(c) that the publication of that Insertion and that Amendment in any edition of any Publication 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;
(iii) would not violate the laws of Singapore or any jurisdiction in which it is to be published.

10.2 The Advertiser shall at all times indemnify SPHM and all its subsidiaries fully from and in respect of any and all liabilities, losses and expenses incurred by SPHM or any of its subsidiaries caused by or arising from:
(a) any breach of any of the obligations and warranties of the Advertiser under any Agreement; or
(b) any claim, action or proceeding against SPHM or any of its subsidiaries by any person:
(i) for defamation or infringement of any rights of such person(s) by reason of the publication by SPHM of any Insertion or any Amendment or of any retraction or apology of SPHM or the Advertiser with respect to any matter contained in any such Insertion; or
(ii) to recover any amount with respect to the damage, destruction or loss of any design, photographs or materials delivered to SPHM for the publication of any Insertion.

10.3 In the event that any claim or allegation is made by any person that any Insertion published in any edition of any Publication is defamatory of or infringes in any way any right of that person or any other person, SPHM shall be entitled to publish an apology or retraction in any subsequent edition of that Publication in such form and terms as it considers appropriate and/or enter into any compromise or settlement agreement with such person without incurring any liability to the Advertiser or any of the Agencies and without affecting the Advertiser's obligations in Condition 10.2 and the Advertiser shall not in such case make any claim whatsoever against SPHM with respect to any such apology, retraction, compromise or settlement and shall procure that all the Agencies refrain from making any such claim against SPHM.

10.4 The Advertiser hereby waives all rights whatsoever against SPHM in relation to any advertisement that may be published by SPHM in any of SPHM's publications, whether or not such advertisement is placed by a competitor of the products or services being advertised by the Advertiser ("Products"), and whether or not such advertisement makes reference directly or indirectly to the Products.

11. Materials

11.1 SPHM shall not in any circumstances assume the risk of loss, damage or destruction of any and all designs, photographs and materials delivered to SPHM or its servants or agents by or for the Advertiser or any Agency, the risk of which shall always remain with the Advertiser who shall adequately insure the same at all times whilst they remain in the possession of SPHM or its servants or agents against such loss, damage or destruction and SPHM shall have no liability whatsoever in respect of any such loss, damage or destruction.

11.2 SPHM shall be entitled to destroy any of the materials which remain in the custody of SPHM:
(a) after publication in the case of advertisements; or
(b) for more than one (1) month in the case of other Insertions, after the latest scheduled Insertion Date in relation to the Insertion for which such material is provided.

11.3 Where SPHM produces any SPHM Advertising Material (as defined below) for use by the Advertiser in an Insertion in a Publication, the Advertiser hereby agrees and undertakes as follows:
(a) All rights including all copyright in the SPHM Advertising Material (which shall mean all material which SPHM creates or produces for the Advertiser, except for the Advertiser's own copyright work that is incorporated into the said material created or produced) shall vest exclusively in SPHM, regardless of whether or not the Advertiser had paid for the SPHM Advertising Material and the Advertiser shall not use and/or reproduce the SPHM Advertising Material in any other publication or form, in any media whatsoever, without the prior written consent of SPHM.
(b) Any consent given by SPHM pursuant to sub-paragraph (a) above shall be subject further to the following terms, and such other terms as may be agreed upon between SPHM and the Advertiser:
(i) a fee as stipulated by SPHM shall be payable by the Advertiser; and
(ii) the SPHM Advertising Material must first have been published in the Publication before its use and/or reproduction in any other publication or form, in any media; and
(iii) nothing shall prevent SPHM from using and/or reproducing the SPHM Advertising Material in any publication or form, or in any media whatsoever.

11.4 All materials that are received from the Advertiser shall be further subject to the following terms and conditions:
(a) Advertising Materials must comply with SPHM specifications & Colour Standards otherwise SPHM would not be liable whatsoever for any reproduction problem that might arise with non-conforming Materials; and
(b) The Advertiser is wholly responsible for sending to SPHM the correct and accurate final version of the material and/or Inserting and/or Amendment to be published; and
(c) A handling charge, at rates to be determined by SPHM from time to time, shall be charged for all non-compliant materials sent to SPHM.

11.5 Notwithstanding anything to the contrary herein, the Advertiser/Agency is solely responsible for ensuring that SPHM has received all Amendments that it has sent. An Amendment would only be deemed duly received by SPHM where SPHM has acknowledged receipt of that particular Amendment. Under no circumstances will SPHM be liable to the Advertiser/Agency in any way for any liability that may arise, for not using Amendments that SPHM has not acknowledged receipt of.

11.6 In respect of any Reservation, where no Amendment is involved but where there is any discrepancy or difference (eg. in the size and/or colour) between the booking instruction submitted to SPHM, and the advertisement material instruction (or any other material), relating to the same Insertion, which is submitted to SPHM, SPHM reserves the right and is entitled to determine which instruction or material to follow or use for the Insertion, In such circumstances, SPHM shall not be liable to the Advertiser in any way for any liability that may arise from SPHM's choice of instruction or material.

11.7 In respect of Insertions that have been published in a Publication, the Advertiser hereby
(a) grants to SPHM a licence; and/or
(b) agrees to clear all necessary rights to enable SPHM; to reproduce, at no additional charge, such Insertion, in whole or in part, and to resize, translate or in any other way modify the said Insertion for purposed only of publication in a document which is not for sale. The primary purpose for the said reproduction of the Insertion would be the publication of examples or samples of Insertions which appear in the Publications.

12. Materials

12.1 SPHM shall not be responsible for any erroneous reproduction of the advertisement copy if the Advertiser or Agency fails to comply with the pre-requisite of file stated in the SPH technical specifications during the production of the advertisement copy or file submission. The SPHM technical specifications may be varied and amended by SPHM from time to time.

12.2 All files supplied must be accompanied by a Standard Colour Proof. The specifications of digital proofing is listed below:
(a) Colour proof must be generated from the PDF file that is submitted.
(b) Colour proof must be prepared to the correct size.
(c) Colour control strip must be included in every proof.
(d) The colour control strip should not be edited, resized or altered in any way to ensure 100% accuracy.

12.3 SPHM shall not be responsible for any erroneous reproduction of the advertisement copy if a Standard Colour Proof is not supplied.

12.4 SPHM will not accept dangerous items/highly flammable or poisonous substances or liquids contained in packaging to be attached or bound into SPHM publications.

12.5 Advertiser or Agency must ensure that all additional insertions can be attached by SPHM specified methods and any insertions shall be at the cost as determined by SPHM. SPHM reserves the right to request for samples to facilitate any trial productions or sample testings.

13. Termination

13.1 SPHM may terminate any Advertising Contract at any time by giving the Advertiser not less than thirty (30) days' advance written notice thereof.

13.2 Either party shall be entitled to terminate any Advertising 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; or
(c) the other party fails to pay any sum due under any Advertising Contract to the party seeking to terminate any Advertising Contract after the expiry of thirty (30) days after notice requiring payment thereof has been served on the other party;
(d) the other party commits a breach of any Condition 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.

13.3 Any termination of any Advertising 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 any Advertising Contract and shall not affect the obligations of the parties with respect to Reservations received and accepted by SPHM prior to the termination and the provisions of any Advertising Contract shall continue to apply with respect to those Reservations provided that SPHM may in such event by written notice to the Advertiser or any Agency treat all subsisting Reservation as having been cancelled by the Advertiser upon termination.

14. Notices

14.1 All notices, demands or other communications required or permitted to be given or made hereunder to the Advertiser may be delivered personally or sent by prepaid registered post or despatched by facsimile transmission to the Advertiser or any Agency to the address or facsimile transmission number stated in any Advertising Contract or to such other address or number as may be notified to SPHM by the Advertiser or Agency. Any notice, demand or communication so addressed and despatched shall be deemed to have been duly served forty-eight (48) hours after posting if given or made by letter to or from an address within the country of despatch, seven (7) days after posting if given or made by letter to or from an address outside the country of despatch, and immediately if despatched by facsimile transmission.

14.2 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 the SPHM'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.

14.3 Notwithstanding any other term in this Agreement, SPHM may from time to time at its discretion send to the Advertiser or Agency invoices and statements by electronic means, at the transmission address notified to SPHM by the Advertiser or Agency, whether in addition to or in lieu of any other mode of transmission, and the Advertiser and the Agency shall accept such electronic transmission as valid and binding.

General

15.1 Whilst SPHM shall use reasonable care in processing every Reservation, Insertion and Amendment, it shall not in any circumstance whatsoever be liable in any way for any loss or expense incurred or suffered by the Advertiser by reason of any error in an advertisement published or for any omission in publishing.

15.2 It is the responsibility of the Advertiser to verify the accuracy of its published advertisement and where, for whatever reason, an advertisement is published with an error in it, the Advertiser is responsible for informing SPHM of the error prior to the advertisement being repeated. SPHM must be notified of errors in published advertisements on the day of publication or the following working day at the latest, failing which no complaint will be entertained.

15.3 SPHM shall not be liable to the Advertiser or any Agency for any delay or default in performance of its obligations under this Advertising Contract caused by any event or occurrence beyond SPHM's reasonable control including but not limited to acts of God, natural disasters, war, civil unrests, labour disputes or other similar situations.

15.4 Notwithstanding any statements which may be made by SPHM or any of its employees or agents to the contrary, SPHM makes no representation or warranty that.
(a) any of its firmware, bios, data, computer systems, printing systems, communication systems or other automated 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 automated systems whether provided, supplied or licensed by or to SPHM, its agents or subcontractors will continue to function without error or interruption prior to, or after 1 January 2000, and any implied warranties to such effect are hereby excluded to the fullest extent permitted by law.

15.5 To the fullest extent permitted by law, under no circumstances whatsoever shall SPHM be liable to the Advertiser for any liability, damages, losses, costs or expense incurred by the Advertiser arising from or in connection with any electronic, electric, 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 automated systems aforesaid in Condition 15.4 of this Advertising Contract prior to, on or beyond 1 January 2000, notwithstanding that SPHM or its agents or employees are advised of the possibility of such liability, damages, losses, costs and/ or expenses.

15.6 The obligations of the Advertiser under this Advertising Contract shall be separate and independent from the obligation(s) assumed by any Agency to SPHM under any agreement with SPHM, whether with respect to Insertions or the payment of any sums due to SPHM in respect of Insertions published in the Publications.

15.7 This Advertising Contract constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes and cancels any prior oral or written agreement, communication or expression of intent relating to the subject matter of this Advertising Contract.

15.8 The Advertiser shall not, without the written consent of SPHM, assign, mortgage, charge, or dispose of any of its rights, sub-license or sub-contract or otherwise delegate any of its obligations, under this Advertising Contract.

15.9 SPHM may amend the terms and conditions of this Advertising Contract any time varying supplementing and/or deleting any one or more of the terms and conditions of this Advertising Contract by giving written notice thereof to the Advertiser. Any such amendment by SPHM in the notice thereof, shall be effective from the date specified therein, or in the absence of any such date, as from the date of the said notice.

15.10 A failure by either party hereto to exercise or enforce any rights conferred upon it by this Advertising Contract 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.

15.11 This Advertising Contract 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 Corts of the Republic of Singapore.

15.12 SPHM shall be entitled but not obliged to publish any Insertion on the Internet editions of the Publication provided always that under no circumstances whatsoever shall SPHM be liable to the Advertiser for any liability, damages, losses, costs or expenses incurred by the Advertiser arising from or in connection with any omission to do so. Additionally, SPHM does not warrant that the provision of an Internet edition of any Publication would be uninterrupted or free from error or that any identified defect will be corrected; nor does SPHM give any warranty that the Internet edition, or the website on which it is hosted, would be free from any virus or other malicious, destructive or corrupting code, programme or macro.

15.13 Save for Clause 10, the Contracts (Rights of Third Parties) Act (Cap.53B) shall not apply to the Advertising Contract entered between the Advertiser and SPHM whether or not a benefit is or purported to be conferred on anyone else directly or indirectly.

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