General Terms & Conditions
Updated as of 1 June 2023

  1. DEFINITIONS AND INTERPRETATION
    1. In these General Terms and Conditions (“Terms”), the following words and terms shall have the following meanings unless the context otherwise requires:
      “Advertiser” means the person that has entered into a contract for any advertising on any SPH Platform.
      “Advertising Contract” means any advertising contract between the Advertiser and SPH.
      “Agency” means any advertising agency, whether specified in any Advertising Contract or otherwise, appointed by the Advertiser from time to time to act as its advertising agent.
      “Agreement” means the Advertising Contract, these Terms and any applicable Platform T&Cs.
      “Business Day” means a day other than a Saturday, Sunday or public holiday in Singapore.
      “Platform T&Cs” means the terms and conditions applicable to advertising on a particular SPH Platform.
      “SPH” means SPH Media Limited and/or its related entities, affiliates and/or subsidiaries, as the context suggests.
      “SPH Advertising Material” means all materials which SPH creates or produces for the Advertiser, except for the Advertiser’s own copyright work that is incorporated into the said material created or produced.
      “SPH Platform” means any advertising platform of SPH including, without limitation, any publication (including online, mobile and internet editions), radio station or networks, outdoor or indoor advertising space, or website.
    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.
    3. The expression “person” means any individual, corporation, partnership, association, limited liability company, trust, governmental or quasi-governmental authority or body or other entity or organisation.
    4. The headings are for convenience only and shall not affect the interpretation of these Terms.
    5. References to a statute or statutory provision include that statute or provision as from time to time modified, re- enacted or consolidated, whether before or after the date of these Terms, so far as such modification, re-enactment or consolidation applies or is capable of applying to any transaction entered into in accordance with these Terms and (so far as liability thereunder may exist or can arise) shall include also any past statute or statutory provision (as from time to time modified, re-enacted or consolidated) which such statute or provision has directly or indirectly replaced.
  2. AGENCY
    1. SPH shall be entitled to treat the Agency and any parties who contract with SPH as agents for their principals as having the requisite authority, and the Agency and any parties who contract with SPH as agents for their principals shall be deemed to be warranted that it/they have the requisite authority, to act as the Advertiser’s agent with respect to all matters concerning the Advertiser’s advertising on any SPH Platform including the content, size and all other specifications, date(s) of publications and to receive all notices and other communications from SPH, 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 SPH to Agency shall be regarded as a notice or communication given or sent to the Advertiser.
    2. The Advertiser shall ratify all statements or actions of the Agency which purport to have been made or taken by the Agency on behalf of the Advertiser.
    3. The Advertiser shall not without the prior written consent of SPH:
      • terminate the appointment of any Agency without appointing any other agency which is at that time an advertising agency accredited or approved by SPH to act as its agent in place thereof; or
      • 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.
    4. SPH 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 or is not an advertising agency accredited or approved by SPH.
    5. In the event that SPH 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, SPH shall be entitled in its sole discretion to rely upon and act on any of those requests, 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.
    6. The Advertiser shall immediately inform SPH in writing in the event that the Advertiser has terminated the services of the Agency failing which SPH shall continue to treat the Agency as the agent of the Advertiser.
    7. In the event that the Advertiser engages an Agency, SPH will liaise directly with the Agency for all matters in relation to the Advertising Contract and the relevant advertisement(s) and invoice the Agency for the relevant sums payable, and all references in these Terms to the Advertiser shall, where the context requires, apply to Agency and vice versa. In the event that the Advertiser does not engage any Agency, all references to Agency in these Terms shall be disregarded.
  3. PAYMENT
    1. SPH 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 SPH for the payment of that amount unless and until that Agency has made full payment thereof to SPH.
    2. SPH reserves the right, in its sole and absolute discretion, to require the Advertiser and/or Agency to make a prepayment and/or to provide collateral prior to providing any advertising service under the Agreement. In addition, SPH reserves the right, in its sole and absolute discretion, to set a credit limit in respect of the advertising account of the Advertiser. In the event that an Advertiser is granted credit terms, subject to Clause 3.5 of these Terms and any contrary payment term under any applicable Advertising Contract, any and all amounts charged by SPH or amounts due from the Advertiser to SPH under any Advertising Contract shall be paid by the Advertiser not later than seven (7) days after the date of the statement or invoice from SPH relating thereto.
    3. Where SPH has agreed in writing to charge the Advertiser based on any rate specified in any currency other than Singapore Dollars, SPH may bill or invoice the Advertiser in Singapore Dollars with respect to any such charge, applying the rate of exchange determined by SPH 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 SPH’s invoice or statement with respect to such charge, as may be selected by SPH, and the Advertiser shall pay SPH the amount in Singapore Dollars stated to be due in any such invoice or statement.
    4. SPH 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 SPH, as selected by SPH, 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.
    5. Not with standing anything to the contrary, if any sum due remains unpaid after the expiry of the period for payment thereof, all sums stated to be due to SPH from the Advertiser in any invoice or statement of SPH (whether issued before or after the expiry of that period) shall become immediately due and payable by the Advertiser to SPH as from the date of such invoice or statement.
    6. The Advertiser or the Agency undertakes to verify the correctness of each invoice received from SPH and to inform SPH within one (1) month from the receipt thereof 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 SPH shall
      be free from all claims in respect of the invoice except as provided above.
    7. All charges of SPH for any advertising services pursuant to these Terms are exclusive of taxes, including Singapore Goods and Services Tax (“GST”) and other applicable taxes whether imposed by the tax authorities of Singapore or elsewhere. The Advertiser shall pay such additional amounts as may be necessary in order that, after deduction on account of any tax, assessment or other governmental charge imposed upon or as a result of such payment, every payment to SPH will not be less than the rates specified by SPH in its invoice or statement and shall be made without set-off, counterclaim or deduction of any kind.
    8. All withholding tax and other taxes, charges and levies of a similar nature imposed under any applicable laws, regulations, orders, guidelines or direction of any competent authority arising from the payment of fees, charges and interests by the Agency and/or the Advertiser shall be borne and settled with the relevant authority on a timely basis by the Agency and/or the Advertiser (as the case may be). The Agency and/or the Advertiser undertakes to be primarily responsible for the timely filing of all tax returns and accompanying documents (including, without limitation, any certificate of residence) with the relevant authority as required by any applicable laws, regulations, orders, guidelines or directions of any competent authority.
    9. Each of the Agency and the Advertiser shall indemnify and hold harmless SPH from and against all taxes, charges, levies, fines, penalties, costs, expenses, fees, losses and liabilities incurred by SPH, its directors, employees or any of its subsidiaries caused by or arising from the non-compliance or breach by Agency and/ or the Advertiser (as the case may be) of the laws, regulations, orders, guidelines or directions in Clause 3.8.
    10. SPH reserves the absolute right to introduce an electronic bill system, and each of the Agency and the Advertiser agrees to abide by all terms and procedures applicable to the use of such system, as notified by SPH.
    11. SPH shall have the right to set, revise and/or amend the advertising rates and services from time to time in its discretion by giving notice thereof to the Agency and/or the Advertiser, and the revised or amended rates and services shall, unless otherwise stated, take effect from the date of SPH’s notice to the Agency and/or the Advertiser.
    12. Any concessions or discounts in the fees or rates payable by the Advertiser and/or the Agency to SPH or any other entitlements shall be specified in, and subject to the terms of, the Advertising Contract provided always that SPH shall have the right to recover all such concessions, discounts and/or entitlements, at the applicable rates specified in the SPH Rate Book, should the Advertiser or the Agency (as the case may be) fail to fulfil the commitments specified in the Advertising Contract.
  4. ADVERTISER’S WARRANTIES AND INDEMNITIES
    1. In relation to any and all materials for advertising submitted to SPH by the Advertiser or on its behalf, the Advertiser shall be deemed to have represented and warranted to SPH 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, publish, display and/or broadcast in any SPH Platform in which such material is used, published, displayed and/or broadcast all the designs, photographs, names, representations and statements contained in any such advertising;
      • all designs, photographs and materials delivered to SPH for the use, publication, display and/or broadcast of any advertising are the property of the Advertiser and/or have been delivered with the consent of the owner thereof; and
      • that the use, publication, display and/or broadcast of any advertising in or on any SPH Platform would not:
        • infringe any intellectual property or other rights of any person anywhere;
        • constitute a libel or slander of any person anywhere; and
        • violate the laws of Singapore or any jurisdiction in which it is to be published.
    2. The Advertiser shall at all times indemnify SPH and all its subsidiaries, contractors, agents and employees fully from and in respect of any and all liabilities, losses and expenses incurred by SPH or any of its contractors, agents and employees caused by or arising from:
      • any breach of any of the obligations and warranties of the Advertiser under any Advertising Contract; or
      • any claim, action or proceeding against SPH or any of its contractors, agents and employees by any person:
        • for defamation or infringement of any rights of such person by reason of the use, publish, display and/or broadcast by SPH of any advertisement or of any retraction or apology of SPH or the Advertiser with respect to any matter contained in any such advertisement; or
        • to recover any amount with respect to the damage, destruction or loss of any design, photographs or materials delivered to SPH for the use, publish, display and/or broadcast of any advertisement.
    3. In the event that any claim or allegation is made by any person that any advertisement used, published, displayed and/or broadcast in or on any SPH Platform is defamatory of or infringes in any way any right of that person or any other person, SPH shall be entitled to publish an apology or retraction on that SPH Platform in such form and terms as it considers appropriate and/or enter into any compromise or settlement agreement with such person without any reference to or authority from the Advertiser and without further investigation or inquiry into the validity or merits of such claims, without incurring any liability to the Advertiser or any of the Agencies and without affecting the Advertiser’s obligations in this Clause 4 and the Advertiser shall not in such case make any claim whatsoever against SPH with respect to any such apology, retraction, compromise or settlement and shall procure that all the Agencies refrain from making any such claim against SPH.
    4. The Advertiser hereby waives all rights whatsoever against SPH in relation to any advertisement that may be used, published, displayed and/or broadcast by SPH in any SPH Platform, including but not limited to where such advertisement is placed by a competitor of the products or services being advertised by the Advertiser (“Products”) and where such advertisement makes reference directly or indirectly to the Products.
  5. MATERIALS
    1. SPH shall not in any circumstances assume the risk of loss, damage or destruction of any and all Materials delivered to SPH 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 SPH or its servants or agents against such loss, damage or destruction and SPH shall have no liability whatsoever in respect of any such loss, damage or destruction.
    2. SPH shall be entitled to destroy any of the materials which remain in the custody of SPH for more than one (1) week after the date of first display, publication or broadcast of the advertisement for which such materials were used.
    3. Where SPH produces any SPH Advertising Material for use in an advertisement of the Advertiser in or on any SPH Platform, the Advertiser hereby agrees and undertakes as follows
      • All rights including all copyright in the SPH Advertising Material shall vest exclusively in SPH, regardless of whether or not the Advertiser had paid for the SPH Advertising Material and the Advertiser shall not use and/or reproduce the SPH Advertising Material in any other publication or form, in any media whatsoever, without the prior written consent of SPH;
      • Any consent given by SPH pursuant to sub-paragraph (a) above may be subject to such further terms as may be agreed upon between SPH and the Advertiser; and
      • nothing shall prevent SPH from using and / or reproducing the SPH Advertising Material in any publication, website or form, or in any media whatsoever.
    4. All materials that are received from the Advertiser via electronic transmission (“ET Materials”) shall be further subject to the following terms and conditions:
      • ET Materials must comply with such specifications as SPH may stipulate, otherwise SPH shall not be liable whatsoever for any reproduction problem that might arise with non-conforming ET Materials;
      • all ET Materials shall be considered the final version notwithstanding that hard copies which are faxed or delivered are different from the ET Material version. For the avoidance of doubt, the Advertiser is wholly responsible for sending to SPH via ET the correct and accurate final version of the material and/or any advertisement to be used, displayed published or broadcast; and
      • a handling charge,at rates to be determined by SPH from time to time, shall be charged for all non-ET materials sent to SPH.
    5. Not with standing anything to the contrary herein, the Advertiser/Agency is solely responsible for ensuring that SPH has received all materials, advertisements and/or amendments thereof that it has sent, whether or not via electronic transmission. Such materials would only be deemed duly received by SPH where SPH has acknowledged receipt thereof. Under no circumstances will SPH be liable to the Advertiser/Agency in any way for any liability that may arise for not using such materials and/or amendments that SPH has not acknowledged receipt of.
    6. In the event of any discrepancy or difference (e.g. in the size and / or colour) between the booking instruction submitted to SPH, and the advertisement material instruction (or any other material), relating to the same Insertion, which is submitted to SPH, SPH reserves the right and is entitled to determine which instruction or material to follow or use for the relevant advertisement. In such circumstances, SPH shall not be liable to the Advertiser in any way for any liability that may arise from SPH’s choice of instruction or material.
    7. In respect of all advertisements that have been or will be used, displayed, published or broadcast in an SPH Platform, the Advertiser hereby:-
      • grants to SPH an irrevocable, perpetual and royalty-free licence; and/or
      • agrees to clear all necessary rights to enable SPH; to use and 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
        • display and publication on any other SPH Platform, or
        • SPH’s marketing and promotional purposes.
  6. TERMINATION
    1. SPH may terminate any Advertising Contract at any time by giving the Advertiser not less than fourteen (14) days’ advance written notice thereof.
    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:
      • 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);
      • the other party ceases or threatens to cease carrying on business;
      • 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; or
      • the other party commits a breach of any provision of these Terms or any term of an Advertising Contract 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.
    3. Any termination of any these Terms and/or 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 in connection with these Terms and/or Advertising Contract, and shall not affect the obligations of the parties with respect to reservations received and accepted by SPH prior to the termination and the provisions of any such Advertising Contract and these Terms shall continue to apply with respect to those reservations provided that SPH may in such event by written notice to the Advertiser or any Agency treat all subsisting reservations as having been cancelled by the Advertiser upon termination.
  7. NOTICES
    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 SPH 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 dispatch, and immediately if dispatched by facsimile transmission.
    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 SPH’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.
    3. Not with standing any other term in the Agreement, SPH 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 SPH 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.
  8. AGENCY’S LIABILITY
    1. The liability of the Agency to SPH under these Terms and in connection with the Advertising Contract or any advertisement made or submitted by or on behalf or for the account of the Agency to SPH:
      • shall be as principal notwithstanding that the Agency acts or purports to act as agent for the Advertiser and/or any person in respect of thereof; and
      • shall not determine or be discharged notwithstanding any recourse or right which SPH may have against the person for whose account the Advertising Contract and/or advertisement is made or submitted to SPH.
    2. The liability and obligations of the Agency under these Terms and/or the Advertising Contract shall be separate and independent from the obligation(s) assumed by any principal or Advertiser to SPH under any agreement between such principal or Advertiser with SPH, whether with respect to
      any advertisements, the payment of any sums due to SPH in respect advertisements or otherwise.
  9. PERSONAL DATA
    1. Each of the Advertiser and the Agency shall ensure the accuracy, authenticity and integrity of any and all personal information (as defined in the Personal Data Protection Act 2012 (“PDPA”)) (“Personal Data”) it furnishes to SPH, and agrees and undertakes to SPH that:
      • each of them will at all times comply with all applicable data protection and privacy laws and regulations (including amendments thereto) in connection with any Personal Data; and
      • the Advertiser/Agency shall have done all things necessary (including without limitation providing all relevant notifications and obtaining all necessary consents of data subjects) to ensure that the collection, use, disclosure and/or other processing (as defined in the PDPA) of the Personal Data by SPH and its service providers shall not be in contravention with any such laws and regulations.
    2. Each of the Advertiser and the Agency understands that Personal Data which is disclosed by such party to, and/or collected by, SPH and its related entities, affiliates and/or subsidiaries (“SPH Group”) in connection with the Agreement will be collected, used and/or disclosed by SPH Group in accordance with the SPH Privacy Policy available at https://www.sph.com.sg/tnc/privacy. In addition to the purposes identified in the SPH Privacy Policy, each of the Advertiser and the Agency agrees that SPH may collect, use and disclose Personal Data for the following purposes:
      • performing the services requested by the Advertiser or the Agency (as the case may be) including verifying the personal particulars and processing the payments made for the posting of the advertisements;
      • communicating with the Advertiser or the Agency (as the case may be) with regards to changes and development to SPH policies, terms and conditions and other administrative information, including for the purposes of servicing the Advertiser or the Agency (as the case may be) in relation to services provided or to be provided hereunder;
      • resolving complaints and handling requests and enquiries arising pursuant to or in connection with the Agreement;
      • conducting market research for statistical, profiling and statistical analysis for the improvement of services provided to the Advertiser or the Agency (as the case may be); and
      • complying with any order of court or directive from authorities investigating any alleged offence, misdeeds and/or abuse or for the purposes of taking legal action against any the Advertiser or the Agency (as the case may be) and/or in relation to any advertisement.
  10. CONFIDENTIALITY
    1. Each party undertakes to keep the other party’s confidential information confidential and to use the other Party’s Confidential Information solely for purposes of and related to the Agreement.
    2. The receiving party will not divulge or communicate the disclosing party’s confidential information to any person, except:
      • with the prior written consent of the disclosing party;
      • to its employees, consultants, professional advisors and authorized representatives, but only to the extent that such disclosure is necessary for the purposes hereunder; or
      • where disclosure is required by law, a court of competent jurisdiction, the rules of any stock exchange or other regulatory body.
    3. The non-disclosure obligations set forth herein shall not apply to information that the receiving party can document is or becomes generally available to the public (other than through breach of the terms of the Agreement), or was already lawfully in the receiving party’s possession at the time of receipt of the information from the disclosing party, was independently developed by the receiving party without breach of any obligation owed to the disclosing party, or is or was disclosed or made available to the receiving party by a third party which to the receiving party’s best of knowledge has a right to make the disclosure without breach of any obligation of confidentiality to the disclosing party.
  11. GENERAL
    1. Whilst SPH shall use reasonable care in processing every advertisement, it shall not in any circumstance whatsoever be liable in any way for any loss or expense incurred or suffered by the Advertiser and/or the Agency by reason of any error in an advertisement published or for any omission in publishing.
    2. It is the responsibility of the Advertiser and, where applicable, the Agency to verify the accuracy of any advertisement used, displayed, published and/or broadcast and where, for whatever reason, an advertisement is published with an error in it, the Advertiser and/or the Agency is responsible for informing SPH of the error prior to the advertisement being repeated. SPH 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.
    3. SPH shall not be liable to the Advertiser or any Agency for any delay or default in performance of its obligations under the Agreement caused by any event or occurrence beyond SPH’s reasonable control including but not limited to acts of God, natural disasters, war, civil unrests, labour disputes or other similar situations.
    4. To the fullest extent permissible pursuant to applicable law, SPH disclaims all warranties, express or implied, including, but not limited to, implied warranties of satisfactory quality, merchantability or fitness for a particular purpose, compliance with description, or the warranty of non-infringement.
    5. To the fullest extent permitted by law, and notwithstanding anything in the Agreement, under no circumstances whatsoever shall SPH be liable to the Advertiser, the Agency and/or any third party for any liability, damages, losses, costs or expense incurred or suffered by the Advertiser, the Agency and/or any third party as a result of any breach of or non-compliance with the terms of the Agreement by SPH and/or its agents or employees notwithstanding that SPH or its agents or employees are advised of the possibility of such liability, damages, losses, costs and/or expenses.
    6. Under no circumstances, including, but not limited to, negligence, shall SPH be liable for any indirect, special, consequential, or incidental damages arising from or relate to the Agreement or the use of, or the inability to use, any advertising service of SPH and/or any SPH Platform, even if SPH or a SPH authorised representative has been advised of, or should have foreseen, the possibility of such damages.
    7. The obligations of the Advertiser under the Agreement shall be separate and independent from the obligation(s) assumed by any Agency to SPH under any agreement with SPH, whether with respect to the placement of advertisements or the payment of any sums due to SPH in respect of the placement of advertisements in any SPH Platform.
    8. The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes and cancels any prior oral or written agreements, representation, understanding, arrangement, communication or expression of intent relating to the subject matter of the Agreement.
    9. The Advertiser shall not, without the written consent of SPH, assign, mortgage, charge, or dispose of any of its rights, sub-license or sub-contract or otherwise delegate any of its obligations, under the Agreement.
    10. SPH may amend and/or vary the Agreement at any time by giving written notice thereof to the Advertiser. Any such amendment shall be effective from the date specified therein, or in the absence of any such date, as from the date of the said notice.
    11. Nothing in the Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between SPH and the Advertiser and/or the Agency and, notwithstanding any other term in the Agreement, no party shall have any right or authority to enter into any contractual obligations or make any representation in the name of or on behalf of the another party.
    12. A failure by SPH to exercise or enforce any rights conferred upon it by the Agreement 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.
    13. If by any reason of any event of force majeure any party shall be delayed in, or prevented from, performing any of the provisions of the Agreement then such delay or non-performance shall not be deemed to be a breach of the Agreement and no loss or damage shall be claimed by either of the parties hereto from the other by reason thereof. Should the exercise of the rights and obligations under the Agreement be obstructed or delayed by reason of any event of force majeure, then the obligations of the parties shall be suspended during the period of such hampering, interference or interruption consequent upon event or events and shall be postponed for a period of time equivalent to the period or periods of suspension, and the parties hereto will use their best endeavours to minimise and reduce any period of suspension occasioned by any of the events aforesaid. Provided that where such period of obstruction or delay extends for more than 60 days, either party may terminate the Agreement upon giving 7 days’ written notice to the other party. The expression “an event of force majeure” shall mean and include fire, flood, casualty, lockout, strike, labor dispute, industrial action of any kind, national calamity or riot, Act of God, the enactment of any Act of Parliament or the act of any other legally constituted authority, any cause or event arising out of or attributable to war.
    14. The Agreement 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 Courts of the Republic of Singapore.
    15. Save for Clause 4, the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, shall not apply to the Agreement.
    16. In the event of any inconsistency among the terms in the Advertising Contract, these Terms and any Platform T&Cs, the terms in the Advertising Contract will prevail over the terms in any Platform T&Cs, and these Terms, and in the event of any inconsistency among the terms in these Terms and any Platform T&Cs, the terms in such Platform T&Cs will prevail over these Terms.
    17. The illegality, invalidity or unenforceability of any provision of the Agreement under the law of any jurisdiction shall not affect the legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision of the Agreement.
    18. The Agreement shall be binding on and ensure for the benefit of the parties and their respective successors and assigns. Any reference in these terms and conditions to the parties shall be construed accordingly. The Agreement shall be enforceable notwithstanding any change in the constitution of either party, or its amalgamation with or absorption of or succession to or by any other entity or the acquisition of all or any part of its undertaking, assets and liabilities by any other entity.