TERMS AND CONDITIONS OF ADVERTISING/MEDIA CONTRACT
1. DEFINITION

(a) The expression “the Company” shall mean 3thirds Inc Sdn. Bhd. and shall include its successors and assigns.

(b)The expression “the Advertiser” shall mean the person, firm or company placing the order and shall include its successors and assigns.

(c)The expression “working day” shall mean any day of the week from Monday to Friday inclusive, except any Public Holiday.

(d)The expression “in-charge date” shall mean the date from which the payment shall commence as specified.

(e)The expression “services” shall mean the services offered by the Company which shall at all times be limited to the services specified in the Company’s final proposal and quotation submitted to the Advertiser.

1.2 The headings in this Terms are inserted for convenience only and shall not affect the construction or interpretation of these terms.

2. ACCEPTANCE

2.1 The placing of an Order by the Advertiser with the Company shall constitute acceptance by the Advertiser of these terms and conditions, which shall override and exclude all prior agreements, undertakings and representations and exclude any other stipulated, incorporated or referred to by the Advertiser. No modification and or variations of these terms and conditions shall be effective unless agreed in writing between the parties.

2.2 No Order placed with the Company shall be deemed to be accepted until completion of the Acknowledgment of Order by the company.

3. COMMISSION

Agency Commission at the rate of up to 15% is payable to accredited advertising agencies where applicable and shall be on the next value of the media booking.

4. PAYMENT

4.1 An invoice shall be rendered by the Company to the advertiser within 30 days prior to the month of campaign execution.

4.2 Payment shall be made in Malaysia Ringgit (unless otherwise specified) at the office of the company without any deduction by reason of any alleged counterclaim or otherwise howsoever caused.

4.3 All payments are due on the date stipulated in the invoice.

4.4 Payment to the Company shall not be dependent upon your receiving payment from your client(s)

4.5 Time shall be of the essence as regards payments.

4.6 All payments made to the Company for any Order are non-refundable under any circumstances.

5. INTEREST

Interest of late payments shall accrue at the rate of 0.5% per day until payment is received after as well as before any judgment therefore.

6. CANCELLATION

There shall be no cancellation of this Order except under the following terms:

6.1 Upon written notice being Acknowledged by the Company, the following fifteen weeks rate card display charges are payable in full whether the sites are occupied by the Advertiser or not, and,

6.2 All space booked after this first period of fifteen weeks shall be payable at 50% of the unexpired rate card amount.

6.3 All cancellation charges are payable immediately unless the Company gives written notice of acceptance of the cancellation.

7. IN-CHARGE DATE

The Company may start posting content one day prior to the In-Charge Date and will complete the posting within 3 working days after the stipulated date. Removal of content will take place similarly during the allotted times prior to and after the dated fixed for the completion of an Order. The company reserves the right to alter these in-charge days by giving 4 weeks written notice to the Advertiser.

7. IN-CHARGE DATE

The Company may start posting content one day prior to the In-Charge Date and will complete the posting within 3 working days after the stipulated date. Removal of content will take place similarly during the allotted times prior to and after the dated fixed for the completion of an Order. The company reserves the right to alter these in-charge days by giving 4 weeks written notice to the Advertiser.

7. IN-CHARGE DATE

The Company may start posting content one day prior to the In-Charge Date and will complete the posting within 3 working days after the stipulated date. Removal of content will take place similarly during the allotted times prior to and after the dated fixed for the completion of an Order. The company reserves the right to alter these in-charge days by giving 4 weeks written notice to the Advertiser.

8. DISPLAY

The company shall use all reasonable endeavors to display the Advertisement on the in-Charge date specified in the contract. The company is entitled to commence the charge for the display of any advertisement effective from date specified in the contract. Under no circumstances shall the company be liable to compensate the Advertiser for damage or otherwise for non-display or late display of any advertisement for whatever notice or for any consequential loss or otherwise arising therefrom.

9. ACCESS TO SITE AND INFORMATION

Advertiser will provide for right of entry and access to all relevant sites, equipment and other information in its control or possession as is necessary for the Company to timeously and fully complete the Work. The Company is not responsible for the quality and accuracy of data or information, or for the methods from which the data was developed, where such information or data is provided by or through Advertiser or others that are not agents of the Company, and the Company has no obligation to investigate facts or conditions not disclosed to it by Advertiser.

10. DELIVERY

All appropriated content not produced by the Company shall be delivered to the Company not less than 7 working days prior to the date of commencement of display specified in the order.

11. LATE OR NON-DELIVERY

In the event of late or non-delivery of approved content not produced by the company, charges shall still be payable and shall accrue due as from the specified commencement date.

12. CHANGE OF ADVERTISEMENT

12.1 All advertisement must be approved before they may be posted.

12.2 All changes required at more frequent intervals than 4 weeks or which are required within a shorter time limit than specified, will be charged for. Where putting a cover on advertisement panels prior to posting is specifically asked for, the additional cost will be charged at the Company’s normal rate.

12.3 When an Advertiser is entitled to a change of content without separate charge and stipulates a date upon which such change should be commenced the company will complete change within 3 working days after the stipulate date.

12.4 Where an Advertiser requires a change of content in respect of which a separate charge is to be made, the Company shall complete such change within 3 working days after the stipulated date. Unless otherwise agreed by the Advertiser the company shall not commence such changes before the stipulate date.

13. CONDITION OF ADVERTISEMENT

All rates include public liability insurance and maintenance of the display of the Advertiser’s content in good conditions and for this purpose the Advertiser shall supply sufficient content not produced by the Company of the appropriate size and material but the Company shall only be liable in respect of any damaged or incorrect display of any content if the defects have not been remedied within 3 working days after notification of the same to the Company by the Advertiser.

14. DAMAGE OR LOSS

14.1 The company shall be under no liability for loss or for damage to posters, designs or advertisements supplied to the Company except insofar as such loss or damage arise due to the fault or negligence of the company or its employees and in any event the Company’s liability shall never exceed the charges for the display of that advertisement to the Advertiser.

14.2 The company’s liability for non-display, incorrect display or display of any damaged advertisement in all event, shall not exceed the charges for the display of that advertisement for the period of such non-display or incorrect display. The advertisers shall notify the Company immediately when the Advertiser becomes aware of any non-display, incorrect display or display of any damaged content.

15. RIGHT OF REJECTION

The company shall have the absolute right at any time to refuse to display or continue to display any advertisement which, in its opinion is objectionable, unsuitable, impracticable or likely to give offence, or for any other reason. In such an event the agreement in whole or in part maybe cancelled by the company forthwith without any responsibility or liability on the part of the Company and to the extent the Agreement shall continue in full force and effect.

16. STATUTORY REQUIREMENTS

16.1 The company accepts full responsibility for compliance with statutory requirements so far as concerns the use of any site for the display of advertisement to which a contract relates, but so far concerns the subject matter or content of the advertisement itself the Advertiser will indemnify the Company against all liability and will be responsible therefore.

16.2 The Advertisers warrants and undertakes that: -

  • (a) the advertisement copy will comply with all statutory and other legal requirements and provisions.
  • (b) the Advertiser will be responsible for payment obtaining any consent relating to license copyright material or the appearance of any person in his advertisement
  • (c) no Advertisement copy will breach the copyright or other Intellectual Property rights of or be defamatory to any third party.
  • (d) no Advertisement party will contain or be anything that is indecent or obscene.
  • (e) the Advertiser will indemnify and keep the Company indemnified against all actions, proceedings, costs, damages, expenses, penalties, claims, demands and liabilities arising from any breach of the above warranties or in any manner whatsoever or consequences of the use of any advertisement copy or matter supplied or displayed on his behalf.

16.3 The Advertiser must comply with the Malaysian Code of Advertising and Any Acts of Parliaments or subsequent legislation applicable and pay all fees and charges in connection therewith except the specific annual license fees issued by relevant local councils. The Advertiser shall keep the Company indemnified against all penalties and liabilities of every kind of breach of above stated Code, acts or legislation.

17. DESIGN APPPROVAL & LICENSING

All content design and where the advertisements are to be produced by the Company, visuals and artwork in electronic or otherwise format must be submitted to the company six weeks before the in-charge date. This is to facilitate approval sought from relevant local councils for the design.

18. FORCE MAJEURE

The due performance of any terms and conditions is subject to suspension, variation or cancellation by the company by the reason of war, strikes, industrial action short of strikes, lockout, accidents, fire, flood, riot, import or export embargo, natural catastrophes or any other causes beyond the control of the company.

19. COMPANY LIEN

The company shall be entitled to a general lien on advertisement in the Company’s possession for all sums whether liquidated or qualified or not, due from the Advertiser to the company.

20. ASSIGNMENT

The Advertiser should not assign any benefit under this contract without the consent in writing from the company.

21. SITE REMOVAL

The company shall have the right after giving reasonable notice, to alter the position of or withdraw temporarily or permanently any item of advertising media for operational aesthetic or other reasons and no claims of any nature shall be made against the Company the respect thereof.

22. DISCLAIMER

The Advertiser shall have no rights or make any claims against any Landlord or in connection arising out of the Agreement between the Company and the Advertiser.

23. NOTICES

23.1 Any notices or communications from the company to the Advertiser may be delivered personally by leaving the same at or sent by ordinary post or by facsimile of the Advertiser on the day of delivery, If delivered personally as aforesaid, or on the next business day after posting, if sent by post or on the day of dispatch of the facsimile. The Company may, through its representative, also orally give or to communicate to the Advertiser by telephone or in person. All oral notices and communications sent or given to or made with the Advertisers representatives, employees, servants or agents shall be binding on the Advertiser,

23.2 Any notice, request or instruction given by the Advertiser to the Company shall be given in writing and sent by registered post and shall take effect only one business day or such longer time as the Company may require after the Company’s actual receipt of such notice request or instruction. Notwithstanding the aforesaid the Company shall be entitled and its absolute discretion to rely and act on notices, request or instructions, which are or purport to be from or given on behalf of the Advertiser (whether or not they are genuine or given with the Advertiser’s consent or authority) and which are given orally or otherwise communicated to the company other than as provided as aforesaid, and any action on the Company’s part pursuant to such notices, request or instructions shall be binding on the Advertiser.

24. REACH BY THE ADVERTISER

Upon breach by the agreement by the Advertiser whether to make payment when due, or otherwise the company may either: -

24.1 elect to require payment by the Advertiser of the balance of monies payable whether or not the same are due, upon which the balance of monies payable shall immediately become due and payable and until such payment to the Company shall not be obliged to perform any further obligations under this Agreement, or

24.2 elect to terminate this Agreement in which event the Company shall retain all monies paid by the Advertiser on account of the prices and shall be release absolutely from any obligations under this payment.

25. EXTENSION OF CONTRACT

Automatic extension of site booking cannot be guaranteed, In the event the Advertiser intends to extend the period of display, it shall notify the Company in writing not less than 17 weeks before the expiry period of display, where upon the Company will attempt to accommodate such request for extension. In the event such request for extension cannot be accepted by the Company, the Company will attempt to provide an alternative site of equivalent value to the Advertiser. Nothing herein contained subject the company to an obligation express or implied, to grant an extension and or provide an alternative site for the Advertisers.

26. EARLY TERMINATION

This Agreement shall forthwith terminate at the Company’s discretion without any further notice, should the Advertiser hereto become insolvent or make or seek to make an arrangement with or assignment for the benefit or creditors, or if proceeding in voluntary or involuntary bankruptcy or pursuant to any other insolvency law are commenced by, on behalf or against the Advertiser should be appointed without prejudice or antecedents rights.

27. CONFIDENTIALITY

This Agreement shall forthwith terminate at the Company’s discretion without any further notice, should the Advertiser hereto become insolvent or make or seek to make an arrangement with or assignment for the benefit or creditors, or if proceeding in voluntary or involuntary bankruptcy or pursuant to any other insolvency law are commenced by, on behalf or against the Advertiser should be appointed without prejudice or antecedents rights.

28. CHANGES OF TERMS

The company reserves the right at any time by not less than 8 weeks’ notice in writing served on the Advertiser to alter the rates chargeable there under and to vary any of these terms and conditions. Any such alterations shall take effect on the date specified by the company or 8 weeks after service of such notice on the Advertiser whichever shall be the latter.

29. COST

The Advertises agrees to indemnify the company for all legal costs and fees (on a solicitor and client basis) incurred or to be incurred by the Company is consequence of or in connection with any default by the Advertiser in performing or observing any terms and conditions contained herein, including all costs and expenses in connection with demanding, obtaining and or enforcing payments from the Advertiser of all or any monies or damages due and claimed herein.

30. GOVERNING LAW

30.1 This agreement shall be deemed to be governed by and interpreted in accordance with the laws of Malaysia and the Advertiser submits irrevocably to the non-exclusive jurisdiction of the Courts of Malaysia.

30.2 The Advertiser hereby irrevocably agrees that the services of any Writ of Summons or Statement of Claims or other legal process or documents requiring personal service in respect of any action or proceedings under this Agreement may be effected on the Advertiser by sending such Writ of Summons or Statement of Claim or other legal process or documents by ordinary or registered post or by personal delivery by leaving it at the Advertisers last know or other address and such Writ of Summons or Statement of Claim or other legal process or documents shall be deemed to be duty served on the Advertiser on the day after posting or on the day of delivery if sent by personal delivery.