Terms

 

 

TERMS AND CONDITIONS

 

1.       DEFINITIONS

Unless otherwise stated the following words shall have the following meanings:-

“Solutions”                        means all types of media produced or marketed by OneVocal

“Packages”                      are also known as integrated media packages or any form of bundling of products, services and solutions.

“Platforms”                       means platforms for delivery of Advertisements which includes but not limited to print, internet and mobile.

“Affiliate”                           means any company, partnership or other entity which directly or indirectly controls or is controlled by or is under common control of ONEVOCAL.

“Agreement”                      means these terms and conditions as amended from time to time, the Insertion Order, Order Form or Quotation signed by the Advertiser and/or its authorised

representative and accepted by ONEVOCAL and ONEVOCAL’s 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.onevocal.com/terms.html

“Booking”                          means the submission of the Insertion Order, Order Form or Quotation for ONEVOCAL’s acceptance. “Booking Date”                        means the date indicated by the Client on the Insertion Order, Order Form or Quotation.

“Booking Deadline”          means the deadline for submission of the completed Insertion Order, Order Form or Quotation for any of ONEVOCAL’s offerings, including but not limited to

Directories and Other Products & Services.

“Broadcast/Activation Date” means the date where the Products & Services are scheduled to be broadcasted, activated or published.

“Business Solutions”       means products, services and solutions sold by ONEVOCAL that enable individuals, companies, partnerships and any other entity.

“Charges”                          means advertisement charges or any form of service fees and charges stated in the Insertion Order, Order Form or Quotation (as the case maybe) and referred to at Clause 6.

“Client Content”                means materials (including negatives) containing text, designs, drawings, artworks, trade marks, trade names, copyright, logos, designs, patents, know

-how, industrial property and other intellectual property recording media, transparencies, photographs and any other materials supplied by the Client which together constitute the whole or part of the advertisement or any other services stated and accepted in the Insertion Order, Order Form or Quotation.

“Client”                              means the individual, company, partnership or other entity named in the ”Insertion Order”, “Order Form” or “Quotation”.

“Copysheet”                      means the copysheet to be completed by the Client setting out the advertisement to be published and “Copy Deadline” means the deadline for submission of the Copysheet.

“ONEVOCAL”                    means OneVocal (A Partnership Company)

“Order Form”                      means the document from ONEVOCAL giving its pricing for the Products & Services which ONEVOCAL is prepared to offer and includes any document entitled

“Insertion Order” or “Order Form”.

“Products & Services”      means Advertising Solutions, Business Solutions and Data Solutions.

“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” means the rate published for display advertisements as at the date of signing of the Insertion Order, Order Form or Quotation. “Services”           means all type of services including but not limited to Advertising Solutions, Business Solutions and Data Solutions provided

by ONEVOCAL whether in print, internet, mobile, voice, etc. and shall include any other services covered under Advertisement Packages, Web Design and

Hosting, including but not limited to consultancy, administrative issues, support and maintenance. “Showproof”      means artwork prepared by ONEVOCAL for advertisement in printed or electronic form.

“Web Design & Hosting”       means the Web Hosting Services and Web Site Design and Development Services as set forth in the Insertion Order, Order Form or Quotation.

 

2.       THE AGREEMENT

2.1     The date of this Agreement shall be the date as stated in the Insertion Order, Order Form or Quotation by the Client or the date of receipt by ONEVOCAL whichever is earlier.

2.2     By signing the Insertion Order, Order Form or Quotation, the Client 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 ONEVOCAL’s various standard terms and conditions, the former shall prevail.

2.3     The period for the Services shall be stated in the Insertion Order, Order Form or Quotation and their respective commencement dates as stipulated by ONEVOCAL.

 

3.       COPYSHEET AND SHOWPROOF FOR ADVERTISING SOLUTIONS ONLY

3.1     The Client shall submit the Copysheet duly approved on or before the Copy Deadline or before service commencement date for electronic products whichever is the earlier.

3.2     With regard to EIS, the Client may request changes to be made including the updating of information during the period of Services. If ONEVOCAL agrees to the client’s request, the Client shall bear all requisite costs relating to the changes. There will be no refund, rebates or discount for the Client in the event changes requested by the Client are rejected by ONEVOCAL.

3.3     The Client may request for Showproof which will only be given at ONEVOCAL’s sole discretion. Showproof may be sent by fax, mail or email for approval. Whilst ONEVOCAL 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 ONEVOCAL be responsible for any inaccuracies or omissions which may be contained in the Showproof.

3.4     The Client must ensure that its written instructions and/or amendments on the Showproof are received by ONEVOCAL at the correct fax number and within the stipulated time, failing which the Showproof last provided to ONEVOCAL shall be deemed correct and approved.

3.5     Showproof Charges:

Changes up to 2nd showproof  – Free of charge

Changes on 3rd showproof  – $150

Changes on 4th showproof onwards –  $300 for each showproof

 

4.       SOLE DISCRETION OF ONEVOCAL

4.1     ONEVOCAL reserves the right to:-

4.1.1  impose restrictions on the style, size of or information and any other matters relating to the Services or make any alteration it considers necessary or desirable in the Services to conform with ONEVOCAL’s 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;

4.1.2  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.

4.1.3  where there is any error, misprint, omission or print defect in the Services, ONEVOCAL may but will not be obliged to insert the relevant or corrected information in the next available print or broadcast or make a reasonable refund or pro-rated adjustments to the Charges. Unless otherwise agreed in writing, ONEVOCAL is not obliged to comply with any conditions imposed by the Client for any insertion. No reinsertion, refund or pro-rated adjustments will also be made if in ONEVOCAL’s sole discretion, such defect does not materially detract from the Services. No form of compensation shall also be made in respect of Products & Services provided free of charge by ONEVOCAL.

 

5.       CLIENT CONTENT

5.1     All Client Content supplied must comply with ONEVOCAL’s prevailing practices and policies and the specifications of the Authorities and/or any Law.

5.2     Whilst every reasonable care is taken, neither ONEVOCAL nor its agents shall be responsible for loss or damage to the Client Content.

5.3     Unless notified to the contrary in writing, ONEVOCAL is entitled to destroy the Client Content after 1 month from the date of the latest publication or broadcast or activation date.

5.4     When the Copysheet &/or Client Content are not submitted concurrently with the Insertion Order, Order Form or Quotation, the relevant amendments and/or updates as the case may be, ONEVOCAL reserves the right to repeat the relevant Services with any necessary modifications or publish the Services with only the Client’s contact details known to ONEVOCAL as at the time of Booking and the Client would remain liable for full payment of the Charges.

 

6.       CHARGES AND PAYMENTS

6.1     The Client may be required to furnish security or make full or part payment of the Charges as a condition precedent to the provision of the Services by ONEVOCAL under this Agreement.

6.2     Notwithstanding Clause 6.1, ONEVOCAL shall invoice for the Charges/Services upon publication or broadcast or activation date or commencement of the Services, which is payable in full within 30 days from the invoice date for all Products & Services or on a per transaction basis. ONEVOCAL reserves the right to amend the term and manner of payment aforesaid as it shall deem fit.

6.3     The full rate for the duration stated in the Insertion Order, Order Form or Quotation will be charged, regardless of whether the Client uses up his entitlement for the Services and also where the Services are not published, broadcasted or commenced due to Client’s failure to submit the collaterals/Copysheet and/or Client Content which are to be submitted before the Copy Deadline or any relevant deadlines.

6.4     Additional charges at ONEVOCAL’s prevailing rates will be imposed for any additional services in excess of the Client’s entitlement and the same is payable at the time of usage or on a per transaction basis. Such additional services include but are not limited to annual renewal of the Services.

6.5     Interest at a rate of 8% p.a. is payable on unpaid outstanding from the due date of payment.

6.6     For the provisions of Advertising Solutions only, if the Advertising Solutions include provision of Chinese characters, only common Chinese characters will be provided. If assistance for construction of Chinese characters or translation is required, ONEVOCAL may assist at the Client’s cost and expense. The Chinese characters constructed shall conform with ONEVOCAL’s system and become ONEVOCAL’s property.

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 ONEVOCAL, the Client undertakes to bear the same.

6.8     Where two or more accounts pertaining to the Services are opened by the Client, ONEVOCAL is entitled to combine, consolidate or merge all or any client’s 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 ONEVOCAL. In particular, the same applies to Client, who is an individual and who maintains two or more of such accounts for his various businesses for which he is the sole-proprietors. ONEVOCAL also reserves the right at any time, to require the personal guarantee of a Client who is the sole individual shareholder of various private limited companies which maintain two or more of such accounts under different company names with ONEVOCAL.

 

7.       CANCELLATION POLICY AND CHARGES

7.1     The Client may with written consent of ONEVOCAL amend/withdraw/cancel the Insertion Order, Order Form or Quotation on written notice to ONEVOCAL which must be received by ONEVOCAL within 5 working days from the Booking Date. Thereafter no amendment/withdrawal/cancellation will be entertained for all solutions which is allowed upon payment of the cancellation charges or charges for any work done in respect thereof and as set out in the tables 7.1.1 to 7.1.3, below:-

7.1.1                                                                     Before Booking Deadline

 

Receipt date of written notification from Client	Charges for Work Done
Insertion Order, Order Form or Quotation date to 1st Showproof	5% of Published Rate of Display Advertisement
2nd Showproof	50% of Published Rate of Display Advertisement
More than 2nd Showproof	100% of Published Rate of Display Advertisement

 

7.1.2                                                                  After Booking Deadline

Receipt date of written notification from Client	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

 

For Bookings made or accepted after our booking deadline, the above charges will apply in the event of cancellation. For purposes of this Clause, the Booking Deadline shall be notified by ONEVOCAL 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 ONEVOCAL’s corporate website.

 

7.1.3                                                                          For Series Booking

Receipt date of written notification from Client	Cancellation Charges
After the publication of 1st issue	50% of the remaining contract
After the publication of 2nd issue	No cancellation is allowed

 

This cancellation policy is applicable only when a Client purchases 2 issues or more. Any granted discounts will only come into effect at billing of the last issue.

 

7.2     For Advertising Solutions, no partial cancellation is allowed in respect of Advertisement Packages except under clause 7.1.3.  The Advertisement Package is considered cancelled upon withdrawal of any item within the package and a cancellation charge of 30% will be imposed on the Charges for the entire package. Where items have been activated, consumed or deemed unable to cancel, the 30% cancellation charges will be imposed on the full rate of Charges for the entire Advertisement Package or the usual rates of the consumed/activated items whichever is higher. ONEVOCAL reserves the right to accept/reject cancellation requests and determine the items to be cancelled.

7.3     For Advertising Solutions, in the event that the Insertion Order, Order Form or Quotation is amended/withdrawn/cancelled with written consent of ONEVOCAL, in addition to the charges stated in Clauses 7.1, and 7.2 the Client will also be charged for the photography services rendered at $200 per photo-shoot session. In the event of cancellation or postponement of photo-shoot appointment without prior notice by Client, there will be a $30 charge.

 

8.       INTELLECTUAL PROPERTY

8.1     All trademarks, copyrights, designs, products, patents, know-how, techniques, improvements, developments, industrial property, mobile applications, web platforms, data, website development and design layout programming and all graphics produced and other intellectual property, and for Advertising Solutions comprised, made, conceived or developed in the performance of the Advertising Solutions and materials provided by ONEVOCAL including photographs and Showproof given in any form (“ONEVOCAL’s Intellectual Property”), are the exclusive property of ONEVOCAL, unless otherwise specifically assigned in writing to the Client. No use and reproduction of any part of the same in any manner is allowed without ONEVOCAL’s prior written approval. For the avoidance of doubt, in respect of Advertising Solutions all modifications to the Website shall automatically become the copyright or intellectual property right of ONEVOCAL until all outstandings are paid.Client agrees that ONEVOCAL may retain a copy of the client’s website to be displayed in ONEVOCAL’s portfolio.

8.2     The Client shall fully indemnify ONEVOCAL in respect of all losses, damages, costs and expenses which may be suffered by ONEVOCAL from the unauthorised use of ONEVOCAL’s Intellectual Property through breach by the Client of this Agreement or its negligence or otherwise.

 

9.       NON PUBLICATION/ BROADCAST/ ACTIVATION AND PAYMENTS

9.1     ONEVOCAL reserves the right not to publish/broadcast/activate any item/services submitted without explanation notwithstanding acceptance of full or part payment of the Charges.

9.2     ONEVOCAL may refuse or require amendment of Services that are to be performed for any reason including to avoid infringing a third party’s rights and any prevailing laws.

9.3     ONEVOCAL may at its sole discretion at any time before the Publication/Broadcast/Activation Date:-

9.3.1 reject or decline to perform the Services without any explanation and shall refund any payment that may have been made even if a similar service had been published/broadcasted/activated previously; and/or

9.3.2  require the Client to amend or edit the contents submitted to ONEVOCAL as set out in the Order Details Form/Copysheet according to the requirements of ONEVOCAL; and if the Client disagrees, any payment that may have made will be refunded; and/or

9.3.3  by  written  notice  state  that  it  will   not  publish/broadcast/activate  the  service  on  the  scheduled  Publication/Broadcast/Activation  Date  but  on  an   alternative

Publication/Broadcast/Activation Date provided that if the Client disagrees, any payment it may have made will be refunded; and/or

9.3.4  delete or otherwise remove any service without explanation and refund any payment made by the Client without any liability. The Client shall have no claim against ONEVOCAL.

9.4     ONEVOCAL may at its sole discretion, discharge and satisfy any claim and settle or defend any action or threatened action without reference to the Client.

9.5     ONEVOCAL is not liable for any unsatisfactory publication/broadcast/activation of services if any Client Content submitted do not comply with its requirements.

9.6     ONEVOCAL shall not be responsible for any mispronunciation of the Client’s name or any product or service name or otherwise in the Services.

9.7     The Client Content and/or other property submitted are held by ONEVOCAL at the Client’s risk and any relevant insurance with respect to such property shall be arranged and paid by the

Client.

9.8     Any complaint on Services, together with all relevant details shall be lodged within 1 month after Publication/Broadcast/Activation Date after which none will be entertained.

9.9     Except where the Client has been delinquent in its payments, where the Products & Services have been in part published/broadcasted/activated/processed or some items have been published/broadcasted/activated on a pro-rated basis of service, ONEVOCAL shall not be liable to refund more than the Charges paid. If payment is tendered with the Insertion Order, Order Form or Quotation and any or some of the items is unpublished/not broadcasted/not activated, a refund will be made to the extent of the items unpublished/not broadcasted/not activated.

9.10   If default in payment occurs, ONEVOCAL may refuse to insert, publish, activate or broadcast the items without notice to the Client.

9.11   If the Client is permitted to pay by instalments or per transaction, failure to effect any instalment shall forthwith entitle ONEVOCAL to demand and collect the entire balance in one lump sum.

9.12   If any incentive has been given to the Client by way of free or bonus Products & Services or rebates (if applicable) (“the Incentives”), the time of placement of these Incentives shall be at ONEVOCAL’s sole discretion. If however default in payment occurs, or if there is a breach of this Agreement by the Client or the criteria set by ONEVOCAL for the Incentives is not met, ONEVOCAL 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.

9.13   ONEVOCAL reserves the right to modify, add on, suspend or terminate the Incentives without prior notice but notice shall be deemed given to the Client by posting notice on websites or by ordinary mail/email to the last known address of the Client in ONEVOCAL’s records or the last known email address in ONEVOCAL’s records and the Client shall be bound by the same from the date as determined by ONEVOCAL or if no date is specified from the date of such posting.

 

10.     CLIENT’S WARRANTIES

10.1   The Client warrants that:-

10.1.1 it has the right or obtained all necessary licenses, copyrights, approvals and permissions from all relevant authorities (“Authorities”) and parties to use all materials, data, photographs, names or representations pertaining to all items to be published through the Advertising Solutions and if any demand, claim or criminal charge arising therefrom is made against ONEVOCAL, it will indemnify ONEVOCAL from any such costs, damages, fines, penalties or charges.

10.1.2 it is authorised, entitled to advertise and permits ONEVOCAL to reproduce and otherwise use the business/service/product described in all documents submitted in relation to the

Services.

10.1.3     all statements, representations (including but not limited to pictorial representations) and references found in the Client Content are accurate and true and not defamatory of any person.

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 ONEVOCAL and the Authorities from time to time.

10.1.5 nothing shall be included in the Product & Services which shall constitute a breach or infringement of any copyright, trademark, tradename, design, patent, know-how, or intellectual property right owned by any third party or be in any way illegal, scandalous or libelous and it will indemnify ONEVOCAL against any liability in respect thereof and shall pay all damages, losses, costs and expenses which may be incurred thereto.

10.1.6 it is solely responsible for and liable in respect of the content, accuracy and completeness of the Services, ONEVOCAL 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.

10.1.7 the individual who signs on his behalf is duly authorised to enter into this Agreement.

10.1.8 it shall be solely responsible for notifying ONEVOCAL 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. ONEVOCAL 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.

 

11.     LIMITATION OF LIABILITY AND INDEMNITY

11.1   Except as expressly stated herein, (a) ONEVOCAL grants no other warranties relating to provision of the Services & all other conditions, warranties, stipulations or other statements whatsoever, whether express or implied, by statute at common law or otherwise howsoever, relating to the Services, are hereby excluded; in particular (but without limitation to the foregoing), ONEVOCAL grants no warranties regarding the fitness for purpose, performance, use, quality or merchantability of goods that may be provided hereunder (if applicable), whether express or implied, by statute at common law or otherwise howsoever; & (b) no claim shall be made against ONEVOCAL in respect of any rejection, delay, inaccuracy arising from amendment of the advertisement or the Services or rescheduling of the Publication/Broadcast/Activation Date and ONEVOCAL shall not be subjected to any liability for any costs, expenses or claims, damages or losses to Client or to any third party resulting from any reason or cause howsoever and whatsoever arising under this Agreement including but not limited to omission to publish/broadcast/activate the service on the Publication/Broadcast/Activation Date due to the unavailability of space or/and capacity or otherwise, non-transmission (due to the failure or breakdown of ONEVOCAL system or otherwise) or non-receipt of any message through the Services whether the same, shall arise from accident, omission, negligence or any other act of ONEVOCAL, their employees, partners or agents.

11.2   Subject to Clause 4.1.3, the total liability of ONEVOCAL for any error, misprint or omission shall not exceed the amount of a full refund of any charges paid to it for the particular service in connection with which liability arose or the cost of a further or consecutive service of a type and standard reasonably comparable to that in connection with which liability arose.

11.3  The Client hereby irrevocably and unconditionally undertakes to keep ONEVOCAL 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 ONEVOCAL howsoever arising, whether by itself or with the intervention of other causes, from the publishing/broadcasting of the Services or enforcing ONEVOCAL’s rights under this Agreement.

 

12.     GOODS & SERVICES TAX

12.1   All prices quoted shall be exclusive of Goods and Services Tax (“GST”) and the Client shall be liable for any GST at the prevailing rates prescribed by the laws of Singapore.