Astro Power Hour 2020 Advertising Terms and Conditions
ACCEPTANCE OF AIRTIME BOOKINGS AND ADVERTISEMENTS
- The Astro Power Hour is a special campaign organised by MBNS which offers Advertisers airtime at special rates if Advertisers confirm their Airtime Booking at such time(s) and location(s) specified by MBNS.
- NO cancellation of Airtime Booking or early termination of this Advertising Agreement by the Advertiser is permitted. A 100% surcharge will be imposed for any cancellation of Airtime Booking or early termination of this Advertising Agreement.
- All Airtime Bookings are subject to MBNS’ approval. MBNS shall be entitled to reject any Airtime Bookings and/or Advertisers without assigning any reasons whatsoever at any time during the Term (as defined below).
- Utilisation of Airtime Bookings shall be within the period of 1 January 2020 to 31 December 2020 (“Term”). No extension(s) of the Term shall be permitted unless otherwise agreed by MBNS in writing.
- Airtime Bookings are strictly not transferable or assignable.
- The Channels on which the Advertisements will be transmitted and the airtime entitlements are as provided in the Advertising Agreement and the Airtime Booking depending on the package selected by the Advertisers.
- Each Advertisement placed by an Advertiser shall only be used to promote a maximum of two (2) products or services. For the avoidance of doubt, a product/service is defined as an item or a service that is sold/charged at a price.
- All terms & conditions in the prevailing General Terms and Conditions For The Provision Of Airtime http://quake.com.my/rate-card will apply save as otherwise provided in the terms and conditions of this Advertising Agreement.
The Advertiser shall ensure that all Advertisement Material and/or materials provided to MBNS:-
- complies with all laws, rules or regulations from time to time enforced in Malaysia concerning advertisement;
- complies with the “Advertising Code for Television and Radio” and/or the “Content Code” and any other advertising code or guidelines issued or adopted by the Communication and Multimedia Ministry or the Communications and Multimedia Commission from time to time and any amendments/revisions thereto; and
- must be delivered to MBNS not less than seven (7) working days prior to the date of first transmission.
- MBNS reserves the right to reject any Advertisement Material or fade, edit or cut the Advertisement Material or any part thereof which in the opinion of MBNS contains unsuitable material for broadcast or which are not in compliance with Clause 2.1 above.
In the event the Advertiser requires the Advertisement Material to be produced by MBNS or any other production company appointed by MBNS, MBNS or the appointed production company will produce, at MBNS’ cost, one (1) x fifteen (15) second commercial (one language) with Made in Malaysia (MIM) Censorship application (the production value will be no more than RM7,000, subject to MBNS’ discretion) (“Complimentary Advertisement Material”), subject to the following conditions:
- The creative aspects and all decisions pertaining to the production of the Complimentary Advertisement Material to be produced by MBNS shall vest with MBNS absolutely.
- Any additional Advertisement Material so required by the Advertisers shall be subject to such additional fee as may be charged by MBNS or the production company appointed by MBNS. If the Advertiser wishes to upgrade or make any special requests on the Advertisement Materials (“Upgraded Advertising Material”), the Advertiser shall pay MBNS (or such other party to be determined by MBNS) for such additional cost (which shall be agreed upon between the parties) within such period prescribed by MBNS.
- The value of such Complimentary Advertisement Material cannot be utilized for any other products or airtime.
- The completed Complimentary Advertisement Material can only be broadcast on MBNS’ Channels. In the event the Advertiser wishes to broadcast the Complimentary Advertisement Material on other platforms, the Advertiser shall pay MBNS for the cost of producing the Complimentary Advertisement Material.
- Utilization and production of the one (1) x fifteen (15) second Complimentary Advertisement Material produced by MBNS in Clause 2.3 above shall be within the Term. In the event the benefit at Clause 2.3 above is not utilized within the Term, such benefit will be forfeited and no extension of the Term shall be permitted, unless otherwise agreed by MBNS in writing.
The Advertiser shall comply with the following requirements when submitting online materials:
Specification for images and logos:
- Adobe Photoshop (*psd);
- Adobe Illustrator (*ai);
- JPEG (*.jpg); and/or
- GIF (*.gif).
Specification for flash files:
- .fla (creation template) and .swf (flash file)
Specification for audio file:
- .mp3; or
Specification for video files:
- Quicktime (.mov); or
- Specification for images and logos:
- The Advertiser shall ensure that all Advertisement Material and/or materials provided to MBNS:-
DATES AND TIMES OF TRANSMISSIONS
- Scheduling of the transmission time of the Advertisements on the Channels shall be at MBNS’ discretion and subject to availability.
- MBNS reserves the right, in its absolute discretion and without incurring any liability whatsoever:- (a) to reschedule confirmed bookings of airtime if conflicts arise between products or programmes as a result of bookings for sponsorship; or (b) to place the airtime spots booked for one programme or channel to another programme or channel without reference to the Advertiser; or (c) to re-schedule the Date of Transmission to another date provided that it shall be in such segment bearing the same value as that originally booked; or (d) block certain dates and/or programming for any reasons whatsoever.
- If services tax or tax of similar nature (“Government Indirect Tax”) is required by law to be paid by MBNS to the relevant authorities in Malaysia for the goods or services supplied hereunder, the Advertiser agrees that any sum payable by the Advertiser to MBNS for the goods or services supplied hereunder shall be deemed to be exclusive of any Goverment Indirect Tax. In such an event, the Advertiser shall pay to MBNS a sum equal to the amount of such Goverment Indirect Tax under each invoice subject always to the following: (a) MBNS is duly licensed by the relevant Malaysian authorities to collect such Government Indirect Tax; (b) the appropriate Government Indirect Tax for each invoice is included under the relevant invoice at the time of the issuance of the invoice; and (c) all invoices provided by MBNS to the Advertiser comply with the relevant law of Government Indirect Tax enforced by the Malaysian authorities. MBNS hereby agrees that no Government Indirect Tax shall be due and payable by the Advertiser unless MBNS has complied with the provisions of this Clause. The parties agree to use reasonable efforts to do everything required by the relevant GST law or tax law of similar nature to enable or assist the other party on Government Indirect Tax to enable or assist the other Party on Government Indirect Tax documentation such as credit note to claim or verify any input tax credit, set off, rebate or refund in respect of any Government Indirect Tax paid or payable in connection with goods or services supplied under this Advertising Agreement.
- All payment shall be made in Ringgit Malaysia and payable in the mode and manner set out in the Advertising Agreement. Payments shall not be refundable nor transferable.
- Unless the Advertiser opts for 100% upfront payment, the Advertiser shall pay the total advertising fees in either four (4) or six (6) payments, pursuant to the payment schedule to be determined by MBNS, depending on the type of package purchased. The first and last payments (“Advance”) shall be due and payable within fourteen (14) working days prior to the production of the Complimentary Advertisement Material (where the Advertiser elects to obtain the Complimentary Advertisement Material) or fourteen (14) working days prior to the first transmission date of the Advertiser’s Advertisement Material. For the remaining payment(s), each of these payment(s) shall be due and payable fourteen (14) working days prior to the relevant transmission date as set out in the Airtime Booking or any other date agreed by MBNS. If payment is not made in accordance with the aforesaid due date(s), MBNS shall be entitled to withhold the transmission of the Advertisements. At MBNS’ sole discretion, if MBNS transmits the Advertisement prior to receiving the relevant payment, it shall be without prejudice to MBNS’ right to claim for the said payment and any other costs incurred. The Advertiser shall not be entitled to set off any Advance or any other monies paid hereunder against any advertising fee (whether committed hereunder or any other advertising arrangement with MBNS) save for the last payment.
- If the Advertiser opts for 100% upfront payment, the Advertiser shall be entitled to the additional benefits as detailed in the Advertising Agreement (if any), subject to 100% payment within fourteen (14) working days prior to the production of the Complimentary Advertisement Material (where the Advertiser elects to obtain the Complimentary Advertisement Material) or fourteen (14) working days prior to the first transmission date of the Advertiser’s Advertisement Material.
- The Advertisers acknowledge that MBNS has allocated limited airtime and packages for the Astro Power Hour campaign and the rate enjoyed by the Advertisers hereunder is a promotional rate offered by MBNS. Therefore, the Advertisers agree that in the event of any cancellation of Airtime Booking, non-confirmation or non-placement of any airtime by Advertisers at any time during the Term, or termination by MBNS of this Advertising Agreement in accordance with Clause 7 hereof, in addition to its other rights and remedies under the law or equity, MBNS shall be entitled to declare all advertising fee and any other monies then due or to become due under this Advertising Agreement to become immediately due and payable. The Advertisers shall also on demand, pay MBNS any legal fees and expenses incurred in connection with the enforcement of this Advertising Agreement.
- The rate for the airtime booked by the Advertiser is as set out in the Advertising Agreement (“Package Rate”).
WARRANTIES AND INDEMNITIES
- Advertisers warrant and undertake that:- (a) the Advertisement Material and/or materials provided to MBNS complies with the requirements set out in Clause 2 above; (b) necessary licenses and consents for the use of any copyright material or the appearance of any person in its Advertisement and Advertisement Material have been obtained; (c) the Advertisement Material does not contain false, inaccurate or misleading information about the product/service or other object of the promotion; statements defamatory or libel to any persons.
- Advertisers shall indemnify and keep MBNS, its affiliates, its agents, its directors and officers indemnified from and against all actions, proceedings, penalties, claims, damages, losses and demands arising in any manner whatsoever including the Advertiser’s breach of any of the Terms and Conditions hereunder and/or as a result of the use, recording or broadcasting of the Advertisement Material.
MBNS may terminate or suspend the Advertising Agreement at any time upon seven (7) days written notice to the Advertisers if:-
- the Advertiser commits any breach of the Terms & Conditions hereunder;
- the Advertiser becomes insolvent, has a receiving order in bankruptcy filed or entered against it, compounds with its creditors or fails to satisfy any judgement entered against it within ten (10) days after entry of such judgement.
- Termination or suspension of this Advertising Agreement shall be without prejudice to any other rights and/or remedies of MBNS.
- MBNS may terminate or suspend the Advertising Agreement at any time upon seven (7) days written notice to the Advertisers if:-
INTELLECTUAL PROPERTY RIGHTS
- The Advertiser acknowledges that all copyright, conceptual rights and any other rights relating to the Astro Power Hour campaign and the Complimentary Advertisement Material (ready Advertisement Materials provided by the Advertiser to MBNS are excluded) shall remain sole and exclusive property of MBNS. In the event the Advertiser wishes to use the Complimentary Advertisement Material and/or any material arising from Astro Power Hour campaign for any purpose other than for provided hereunder, it shall first obtain the prior written consent from MBNS who may at its discretion impose a charge on the Advertiser for the use thereof.
- MBNS shall not be liable nor it be deemed in breach of the Advertising Agreement, and Terms and Conditions hereof, for transmission failure or delay in transmitting the Advertisements caused beyond its reasonable control including but not limited to any act of God, fire, flood, earthquake, windstorm or other natural disaster; act of any sovereign, war, invasion, act of foreign enemies’ hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction, embargo or similar action; act of government or governmental instrumentality, law, judgement, order, decree; embargo, blockade, labour dispute including but not limited to strike, lockout or boycott; interruption or failure of utility service including but not limited to electric power, gas, water or telephone service; interruption or failure or unavailability of any equipment including but not limited to decoders, satellite dishes, satellites or transponders.
- This Advertising Agreement shall be subject to and construed in accordance with Malaysian Laws and the parties shall submit to the exclusive jurisdiction of the Malaysian Courts.
- This Advertising Agreement sets out the entire agreement between the parties with respect to the subject matter hereto and supersedes any prior arrangements, understandings or agreements whether written or oral between the parties relating thereto and may not be varied except by instrument in writing signed by the parties.
- Time wherever mentioned shall be of the essence in respect of the performance of the obligations hereunder.
- No failure or delay on the part of MBNS relating to the exercise of any right, power, privilege or remedy provided under this Advertising Agreement shall operate as a waiver of such right, power, privilege or remedy or as a waiver of any preceding or succeeding breach by the other party to this Advertising Agreement.
- If any provision of this Advertising Agreement shall be prohibited by or adjudged by a court to be unlawful, void or unenforceable, such provision shall to the extent required, be severed from this Advertising Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Advertising Agreement and shall not in any way affect any other provisions of this Advertising Agreement or the validity or enforcement of this Advertising Agreement.
In these Terms and Conditions, unless the context requires otherwise, the following words and expressions shall have the following meanings:
“Advertisement” means the advertisement so placed by or for the Advertiser.
“Advertisement Material” means the materials for the Advertisement provided by the Advertisers or produced by MBNS for the Advertisers.
“Advertiser” means a person, firm or company making an Airtime Booking for the transmission of Advertisement Material and includes its successors-in-title and permitted assigns.
“Airtime Booking” means the booking or placement of Advertisements selected by the Advertiser, by way of MBNS’ prescribed form during the Astro Power Hour campaign, which is subject always to MBNS’ approval.
“Application” means a software application owned and/or managed/operated by MBNS and/or its affiliate.
“Channels” means the channels in which the Advertisements will be transmitted.
“Date of Transmission” means the date of the transmission of the Advertisement so scheduled by MBNS.
“MBNS” means Measat Broadcast Network Systems Sdn Bhd (Company No. 240064-A), its successors-in-title and assigns.
“Online” means any Services to be provided via the internet through Website, Applications and/or such other platform, whether known now or in the future, made available by MBNS from time to time.
“Website(s)” means all websites operated and/or managed by MBNS.