Advertising Standard Terms & Conditions
Version 2012-08-01
These terms and conditions shall apply to all Advertisements submitted to and accepted by Traveller Food Guide LLP (“TFG”). An Advertisement submitted to TFG shall not be deemed to have been accepted unless and until either confirmed in writing by TFG or the campaign commences and the first Advertisement appears in the relevant Publication or Internet Site. By submitting an Advertisement to TFG the Customer agrees to be bound by these terms and conditions as principal, even if it is acting as agent or buyer for the actual advertiser.
1. Definition
In these terms and conditions the following definitions shall apply:
“Advertisement” means an advertisement published, reproduced or inserted in or on any Publication or Internet Site pursuant to an Advertisement Order;
“Advertisement Order” means any order submitted to TFG for the publication, reproduction of Material in or on any Publication or Internet Site;
“Customer” means the person who submits the Advertisement Order even if it is acting as agent or buyer for the actual advertiser;
“Internet Site” means any internet site operated, owned or controlled by TFG;
“Publication” means any guide, brochure or other publication published by or on behalf of TFG;
“TFG” means Traveller Food Guide Limited Liability Partnership, registered in Republic of Singapore whose registered office is 10 Anson Road #26-04, International Plaza, Singapore 079903;
“Material” means any advertising material/copy, artwork, photographs or other material provided or to be provided by the Customer in connection with the Advertisement Order,
2. Warranties and Indemnity
a) The Customer hereby warrants and represents that:
i. all information and Material supplied to TFG is true, accurate and not misleading, and nothing contained in it is liable to bring TFG or the Journal into disrepute;
ii. the Material is not obscene, defamatory or libellous and it will not infringe the intellectual property rights or any other rights (including any right of privacy or confidence) of any third party;
iii. the Material complies with all applicable legislation and codes of practice in the countries in which the Material is to be published; and
iv. it has all necessary rights, licenses and consents (including where necessary regulatory consents and consents from persons or entities cited or quoted in the Material) needed to permit TFG to use, display, reproduce, insert or publish the Material pursuant to the Advertisement Order.
b) The Customer shall indemnify, defend and/or settle any claims against TFG and keep TFG indemnified against all losses, damages, expenses (including legal expenses), charges or other costs (including any settlement payments) suffered or incurred by TFG as a result of a breach, or alleged breach, of any of the warranties contained in clause 2.a above.
3. Limitation of Liability
a) TFG shall not be liable to the Customer in contract, tort (including negligence) or otherwise for any indirect loss of profits, business, contracts, orders, revenue, goodwill or anticipated savings or for any special or consequential loss or damage.
b) TFG will have no liability in respect of any and all claims (whether in contract or tort) arising out of or in connection with an Advertisement or Advertisement Order.
c) TFG shall not be liable for any loss of any Material.
d) It is the Customer’s responsibility to ensure that all Advertisements are correct, accurate and not misleading. TFG accepts no responsibility for any errors in an Advertisement.
e) The services provided hereunder are provided “as is”. Except as otherwise expressly provided herein, TFG makes no warranties of any kind, either express or implied, including, but not limited to, warranties of satisfactory quality, accuracy or fitness for a particular purpose.
f) TFG does not warrant that any Internet Site will be uninterrupted or error-free or accessible at any particular time or free of infection from viruses or other code that manifests contaminating or destructive properties.
g) TFG agrees to use its reasonable endeavours to run requested positions of Advertisements in a Publication which have been agreed by it in writing, but is unable to guarantee this.
h) TFG will use all reasonable endeavours to reproduce Customer’s trademarks and logos featured in Advertisements correctly in accordance with written instructions given to it, but is unable to guarantee this.
i) Except as otherwise expressly provided herein, all conditions, warranties, terms, prior representations, and undertakings express or implied, statutory or otherwise in respect of the services provided hereunder are to the fullest extent permitted by law expressly excluded.
j) TFG is not responsible for errors made in any Advertisement that result from changes or alterations made by TFG at the Customer’s request.
4. Payment
a) Unless otherwise agreed by TFG in writing, TFG shall invoice the Customer for all amounts as they become due, which shall be after the date of Advertisement Order acceptance by TFG. Invoices must be paid within 30 days of date of such invoice.
b) TFG may charge interest on all sums outstanding beyond the date on which they are due for payment. Interest may be charged on that basis from the due date of payment until the actual date payment is paid at the rate of 2% per month.
c) Where applicable, all applicable taxes, including without limitation GST, will be the responsibility of the Customer and shall be paid in addition by the Customer.
5. Cancellation
a) Once an Advertisement Order has been accepted, a Customer can only cancel or alter the Advertisement Order up to 8 weeks from the agreed commencement date of the relevant Advertisement in the Publication. After this date the written consent of TFG is required for any cancellation or alteration. If such consent is not granted then the Customer will be liable for all sums due to TFG under the Advertisement Order.
b) Cancellation by TFG will be notified to the Customer within reasonable time. Customer agrees to accept the cancellation unconditionally and will not demand any forms of compensation from TFG. TFG will refund all payment made by Customer to TFG within 60 days from the date of notice of cancellation.
6. Intellectual Property Rights
a) No transfer of ownership of any intellectual property will occur under this Agreement. Customer grants HP a non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for HP and its designees to perform the ordered services. If deliverables are created by HP specifically for Customer and identified as such in Supporting Material, HP hereby grants Customer a worldwide, non-exclusive, fully paid, royalty-free license to reproduce and use copies of the deliverables internally.
7. Confidentiality
a) Information exchanged will be treated as confidential.
b) Confidential information may only be used for the purpose of fulfilling obligations or exercising rights under this Agreement, and shared with employees, agents or contractors with a need to know such information to support that purpose.
c) Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the date of receipt or (if longer) for such period as the information remains confidential.
d) These obligations do not cover information that:
i. was known or becomes known to the receiving party without obligation of confidentiality;
ii. is independently developed by the receiving party; or
iii. where disclosure is required by law or a governmental agency.
8. General
a) The Customer hereby grants TFG all rights that TFG requires to fulfil the Advertisement Order.
b) TFG may either (as it shall choose at its discretion) refuse or require to be amended any Material relating to an Advertisement that does not comply with TFG’s standards or which, in the reasonable opinion of TFG, is or may be, defamatory, obscene, illegal, infringe the intellectual property rights or other rights of a third party or fail to comply with any relevant legislation or code of practice.
c) TFG reserves the right to place the word “Advertisement” in any Advertisement containing Material which in TFG’s opinion resembles editorial matter. Such Advertisements must additionally conform with TFG’s guidelines concerning advertising that resembles editorial matter (Advertisement Features, Advertorial) that are available to the Customer on request, or via the TFG advertising website .
d) TFG shall not be liable for delay or failure caused by acts of God, suppliers, contractors, distributors, any government, flood, insurrection, embargo, strikes whether legal or illegal or other contingencies beyond TFG’s control.
e) All Advertisement Orders and correspondence relating to any Advertisement Order should be addressed to Traveller Food Guide LLP at Anson Road #26-04, International Plaza, Singapore 079903.
f) The Customer shall provide TFG with all necessary Material by any date stipulated by TFG. If the Customer fails to provide such Material by such date then TFG does not guarantee to fulfil its obligations under the Advertisement Order and accepts no liability for a failure to do so. (This is in addition to TFG’s rights under clause 5 above).
g) If any provision of these terms and conditions is held for any reason to be ineffective or unenforceable in whole or in part this shall not affect the validity or enforceability of the other terms and conditions set out herein.
h) No waiver by TFG of any breach if these terms and conditions will be treated as a waiver of any subsequent breach of the same or any other provision.
i) Variations to these terms and conditions will only be effective if made in writing and signed by the managing partner of TFG.
j) TFG employees are not authorised to make any representations concerning TFG’s services unless confirmed by TFG in writing.
k) Traveller Food Guide and TFG are registered trademarks of Traveller Food Guide LLP and TFG does not permit the use of its registered trademarks by third parties without a written licence agreement expressly authorising the specific use in question.
l) These terms and conditions shall be governed by and construed in accordance with the laws of Republic of Singapore without regard to the principles of conflict of laws. The parties hereto submit to the exclusive jurisdiction of the Republic of Singapore courts.
