Terms and Conditions

Terms and Conditions

  1. The Agency helps to create public awareness of its clients’ products and services, including but not limited to organizing road shows, placing outdoor billboard advertisements and creating mobile phone applications known as Apps and launching regular marketing campaigns (“the Services”).

 

  1. The Client appoints the Agency to carry out and the Agency agrees to provide the Services to the Client in Singapore including but not limited to advertising on the World Wide Web or any other globally accessible medium in accordance with this Agreement.

 

  1. The Agency will perform the Services detailed in Schedule 1 for the Client.

 

  1. The Client will give the Agency clear instructions and ensure that all the facts given about the Services are accurate.

 

  1. The Client will not use another agency to provide any of the Services during the term of this Agreement.

 

  1. The Agency shall, after obtaining the Client’s written approval of its campaign plans, submit to the Client for its specific written approval:

 

  • copy, layouts, artwork, storyboards and/or scripts;
  • media schedules for time, space and other facilities; and
  • estimates or quotations of the cost of the various items of advertising and other services covered by this Agreement together with terms of payment.

 

  1. The Client’s written approval of the copy, layouts or artwork will be the Agency’s authority to purchase production materials and prepare proofs; publish the Client’s written approval of television, cinema and radio scripts and/or storyboards; enter into production contracts and engage performer; make reservations and contracts for space, time and other facilities under the terms and conditions required by media or supplier and carry out all other acts incidental or necessary to provided the Services, whether or not these are described in detail in the written approval.

 

  1. The Agency will advise the Client immediately of any changes in the estimated cost of items of advertising or any changes in plans, schedules or work in progress previously approved in writing by the Client.

 

  1. The Client may request the Agency to cancel or amend any and all plans, schedules or work in progress. The Agency will take all reasonable steps to comply with any such request provided that the Agency is able to do so within its contractual obligations to media and suppliers. In the event of any such cancellation or amendment the Client will reimburse the Agency for any charges or expenses incurred by the Agency to which the Agency is committed. The Client shall also pay the Agency’s remuneration covering the cancelled or amended Services as well as any charges imposed on the Agency by third parties arising from the cancellation or amendment.

 

  1. The Client shall pay the Agency a fee of S$_____ for each Year in respect of the Services, payable in equal monthly installments. For the avoidance of doubt, this fee shall be payable in addition to all payments for production and/or media [or The Agency’s charges for the Services shall be calculated using the hourly charge out rates shown in Schedule 5 to this Agreement, provided that the total charge in each Year, shall not exceed S$_____. For the avoidance of doubt, these charges shall be payable in addition to all payments for production and/or media or the Agency’s income will be calculated on the following basis: the Agency shall include in its invoices to the Client a commission of X% on the net cost to the Agency (“the Agreed Commission”) (equivalent to Y% of the gross cost) of all [media] [and production] [and other services] purchased on the Client’s account].

 

  1. The Agency’s total remuneration for each Year will not be less than S$_____. If during any Year the Agreed Commission in respect of the Accounts is less than this sum, the Client will pay the Agency the difference between the two amounts. If it is more the Agency will retain the excess. If the Term ends part way through a Year this provision shall apply pro rata on a [daily] [monthly] basis.

 

  1. The terms of remuneration set out above do not cover Services in respect of Advertising outside the Territory or services not included in the Services listed in Schedule 1. If such services are required a separate remuneration arrangement will be negotiated.

 

  1. GST will be included and itemized separately on Agency invoices, where appropriate, at the rate prevailing from time to time.

 

  1. The Agency will invoice the Client in respect of Agency fees [monthly in advance] [monthly in arrears] on the [first] [last] [_____] Working Day of each month and the Client will pay the invoice within _____ days.

 

  1. The Agency reserves the right to charge interest on all invoices presented to the Client which are not paid by the relevant due date at the annual rate of _____ % above the base rate from time to time of [insert name of Agency’s bank] Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which the Agency receives the full outstanding amount together with all accrued interest.

 

  1. Where a surcharge is levied by a supplier of media or other supplier against the Agency due to late payment and this result from late payment by the Client, the Client shall immediately reimburse to the Agency the amount of such surcharge, together with any accrued interest charged by the supplier in respect of the overdue amount. If late copy charges are levied by a media owner against the Agency and such charges do not result from the negligent or willful act or omission of the Agency, the Client shall immediately reimburse the amount of such late copy charges to the Agency.

 

  1. All Advertising prepared by the Agency and paid for by the Client will be the Client’s property but the Client will not necessarily own the copyright(s) or other Rights in it. For the avoidance of doubt, the Client shall not own the copyright in ‘stock’ photographs obtained from news or photographic agencies for particular advertisements or to photographic or film negatives or to any other medium in which this material may be supplied.

 

  1. The parties acknowledge a duty not to disclose without the other’s prior written permission any confidential information either concerning the other’s business, its business plans, customers or associated companies or resulting from studies or surveys commissioned and paid for by the Client. In particular the Agency acknowledges its responsibility to treat in complete confidence all the marketing and sales information and statistics relating to the Client’s business with which the Client may supply the Agency in the course of any work for the Client.

 

  1. For the avoidance of doubt, the restrictions in this Clause shall not prevent the disclosure or use of Information in the proper performance of the Agency’s duties; the disclosure of Information if required by law and the disclosure of Information which has come into the public domain otherwise than through unauthorized disclosure.

 

  1. The Client acknowledges that nothing in this Agreement shall affect the Agency’s right to use as it sees fit any general marketing or advertising intelligence gained by the Agency in the course of its appointment.

 

  1. If there is an error in Advertising as published or publication is delayed or does not occur as planned, the Agency will not be liable unless this is caused by its default or neglect.

 

  1. The Client accepts full legal responsibility in respect of any Advertising approved by it for publication and will indemnify the Agency in respect of any loss or liability, costs (including legal costs) or damages incurred as a result of any use of the Advertising by the Client for advertising purposes. The Client confirms that it is expressly understood and agreed that in planning and buying the Clients’ media activity, the Agency shall use its reasonable endeavours to ensure the accuracy of all estimated and target figures relating to:

 

  • The number, proportion or type of people likely to be exposed to the Advertising;
  • The number of exposures each person is likely to receive; and
  • The cost of achieving these exposures.

 

Since these are matters which are ultimately beyond the Agency’s control, no warranties can be given by the Agency as to the accuracy of such estimates/targets or as to the figures actually occurring and no liability shall attach to the Agency in respect of any losses suffered by the Client or by any third party by reason of the Client’s reliance on such estimates/targets.

 

  1. The Agency’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed[the total remuneration payable to the Agency hereunder during the preceding 12 months and The Agency will not be liable under this Agreement for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

 

  1. This Agreement states the full extent of the Agency’s obligations and liabilities in respect of the Advertising and the performance of the Services. The parties agree that any condition, warranty representation or other term concerning the Advertising and/or the performance of the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.

 

  1. After the Initial Period, either party may terminate this Agreement forthwith by notice in writing to the other if the other party: is in material breach of any of the terms of this Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within [30] days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it; or being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or being a partnership or other unincorporated association is dissolved or (being a natural person) dies; or becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or ceases, or threatens to cease, to carry on business; or for any reason whatsoever decides not to continue with this Agreement.

 

  1. The parties’ rights, duties and responsibilities shall continue in full force during the agreed period of notice and whether or not there is a period of notice, the Client shall pay all sums due in respect of work done and expenditure committed by the Agency until the end of the Term.

 

  1. Upon the termination of this Agreement and payment by the Client of all items properly chargeable to the Client hereunder, the Agency will give the Client all reasonable co-operation in transferring, subject to the approval of third parties where required, all reservations, contracts and arrangements with media or others for space, time or materials yet to be used and all rights and claims thereto.

 

  1. If the Client wishes to place Advertising direct or through another agency during the agreed period of notice it may do so provided that it pays the Agency a sum equivalent to the remuneration which the Agency would have been entitled to receive had it placed the Advertising under this Agreement.

 

  1. If, prior to notice of termination of this Agreement, the Agency has at the request of the Client prepared detailed plans or proposals for future advertising in respect of which the Agency has not been remunerated, the Agency shall be entitled to receive from the Client payment on the basis of fair compensation for work done the equivalent of […]% of the remuneration received by the Agency from the Client in the [12] months prior to the date of notice], less any remuneration which the Agency may otherwise receive from the Client in respect of its work under this Agreement during the period of notice.

 

  1. If the Client wishes to use, after the Term and through another agency, a media plan drawn up by the Agency during the Term for the Client’s future use, the Client shall not do so without the Agency’s prior written consent and agreement being reached regarding appropriate remuneration for the Agency.

 

  1. Both parties shall comply with all applicable laws and Advertising Regulations issued, made or given by any Advertising Regulator. The parties will co-operate with each other in ensuring that suitable objective factual product and other information is available as required to satisfy the requirements of any applicable law or Advertising Regulation. The Client shall inform the Agency without delay if the Client considers that any Advertising submitted to the Client by the Agency for approval is false or misleading or in any way contrary to law or to any applicable Advertising Regulation.

 

  1. Each party shall ensure that any mailing list or customer database supplied to the other party shall comply with the requirements of all legislation in force from time to time including, without limitation, the Personal Data Protection Act 2012 (“the Act”), and that each party shall comply with the relevant obligations of the Act.

 

  1. The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to this Agreement shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it.

 

  1. Neither party shall be liable for any failure to perform or delay in performance of any of its obligations under this Agreement caused by circumstances beyond the reasonable control of a party to this Agreement.

 

  1. The parties agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organization or otherwise and whether directly or indirectly during or for a period of _____ months from the end of the this Agreement solicit or entice away or attempt to solicit or entice away or authorize the taking of any such action by any other person any key executive of the other party who has worked on the Advertising at any time during the last 12 months of the Term.

 

  1. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then 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 for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

 

  1. Neither party shall assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of the other party, such consent not to be unreasonably conditioned, withheld or delayed.

 

  1. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any term of this Agreement.

 

  1. This Agreement and the documents referred to in it constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. The parties agree that neither of them have been induced to enter into this Agreement in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in this Agreement as a warranty. The only remedy available to the parties for breach of the warranties shall be for breach of contract under the terms of this Agreement and the parties unconditionally and irrevocably waive any other claims, rights or remedies that may otherwise be available. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.

 

  1. No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.

 

  1. Any notice, invoice or other communication which either party is required by this Agreement to serve on the other party shall be sufficiently served if sent to the other party at its specified address at clause 1 (or such other address as is notified to the other party in writing) as follows:

 

  • by hand;
  • by registered or first class post or recorded delivery; or
  • by facsimile transmission confirmed by registered or first class post or recorded delivery.

 

Notices sent by registered post or recorded delivery shall be deemed to be served three (3) Working Days following the day of posting. Notices sent by facsimile transmission shall be deemed to be served on the day of transmission if transmitted before 4.00 p.m. on a Working Day, but otherwise on the next following Working Day. In all other cases, notices are deemed to be served on the day when they are actually received.

 

  1. This Agreement shall be governed by and construed in accordance with the law of Singapore and each party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of Singapore over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.