Terms & Conditions

ACCSS Digital Pte Ltd (ACCSS) Standard Service(s) Terms & Conditions (T&Cs)

1. Provision of Service(s)

1.1 By signing the Insertion Order(IO) Form, You engage ACCSS to provide to You the Service(s) as set out in the Service(s) overleaf, subject to the terms and conditions hereto

1.2 Advertiser represents and warrants that the Ads and Advertising Materials do not contain viruses or similar harmful technology.

1.3 The parties recognize the importance of consumer privacy. ACCSS shall adhere to the Network Advertising Initiative’s Code of Conduct, the Digital Advertising Alliance’s Self-Regulatory Principles, the Digital Advertising Alliance of Canada’s Canadian Self-Regulatory Principles and the IAB Europe EU Framework for Online Behavioural Advertising, each as applicable (collectively, the “Self-Regulatory Programs”). You shall comply with the Self-Regulatory Programs. The Self- Regulatory Programs require ACCSS and Yourself to place the AdChoices icon on creatives in connection with many types of ad campaigns. ACCSS will automatically attempt to place such icon on Your creatives and charge you applicable fees for same. ACCSS shall not knowingly receive, collect or transmit Personally Identifiable Information (“PII”) in connection with this Agreement, and You shall not provide any PII to ACCSS.

1.4 ACCSS will allocate budgets and choose strategies based on performance needs. In campaigns specifying dCPM Deliverables, actual number of impressions and final CPM will depend on tactics used.

1.5 ACCSS will use commercially reasonable efforts to set up this IO, and any changes to this IO, within two business days of receipt of all necessary materials. You may request a faster set-up. If ACCSS attempts to comply with the request, You will be liable for all errors and associated costs.

1.6 For managed service campaigns that require accesses, You shall provide access to any platforms’ accounts as administrator.

1.7 ACCSS will use commercially reasonable efforts to deliver ad impressions to geographic regions defined by You. You acknowledge that geographic targeting is not 100% accurate and is responsible for impressions served outside of specified regions.

1.8 ACCSS reserves the right to offer beta products for your use. ALL BETA PRODUCTS ARE MADE AVAILABLE TO YOU “AS IS”, WITH NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND.

1.9 You acknowledge and agree that the T&C sets out the respective obligations of each of ACCSS and Yourself during the term of Service(s), and that ACCSS’s obligation and ability to provide the Service(s) to You are dependent on You complying with Your obligations as stipulated and in accordance with the timelines set out overleaf (if any).

1.10 Where ACCSS provides to You any Service(s) in addition to the Service(s) (if instructed, directed or requested by You and agreed to by ACCSS), ACCSS shall charge for the same, and You agree to make payment, at ACCSS’s then prevailing rates.

1.11 You hereby grant consent and authorise ACCSS and its Related Corporations to collect, use and disclose any information in relation to You (and all other information which ACCSS may obtain as a result of the provision of the Service(s)) for the purposes of providing the Service(s) to You.

1.12 You acknowledge that You are required to commence the Service(s) within three (3) months from the date of the Insertion Order Form (unless otherwise stated in this form) or at the time that ACCSS informs You that it has completed the necessary preparatory work for the Service(s), whichever is later (the “Commencement Date”). Failure to do so shall be deemed to be a termination by You in accordance to Clause 6.1.

1.13 Notwithstanding Clause 1.13, ACCSS may extend the Commencement Date (without prejudice) at its discretion, where it is in the interest of both parties to do so.

1.14 For the avoidance of doubt, You acknowledge that You are required to continue the Service(s) and fulfil the term of the Service(s) without interruption and pay the Fees as set out in Clause 2 once the Service(s) has(have) commenced.

2. Payment

2.1 In consideration of ACCSS agreeing to provide the Service(s), You shall pay the Fee as set out in the Service Fee overleaf within the period prescribed in the invoice issued by ACCSS or such other notification from ACCSS of the Fee being payable. You agree to pay the Fee free and clear of and without any deduction in respect of any demand, set-off, counterclaim or other dispute or in respect of any withholding or other taxes or duties of any nature. If such deduction or withholding is required by law, You shall nevertheless ensure that the amount paid and remitted to ACCSS is the amount ACCSS would have received in the absence of any such deduction or withholding.

2.2 Where any part of the Fee is specified as payable as a deposit, the payment of such deposit does not relieve You from any of Your obligations to pay to ACCSS any amounts payable under this Insertion Order Form as they become due and payable. ACCSS shall be entitled to retain all such deposits until the expiry or termination of the term, save where such termination is as a result of or in connection with a breach by You of any of the terms of this T&C, in which case You agree that ACCSS shall be entitled to retain such deposit (in whole or in part) notwithstanding the termination of the term. ACCSS may, at any time, utilise any or all deposits to set-off against or otherwise settle any amount due, payable or owed to ACCSS by You.

2.3 ACCSS’s fees are exclusive of any Taxes. “Taxes” means any sales, use, transfer, privilege, excise, VAT, GST, consumption tax, or other similar taxes and duties, whether foreign, national, state or local, however designated, present or future, which are levied or imposed by reason of the performance by ACCSS or Yourself under this Agreement, excluding taxes on ACCSS’s net income. You will be responsible for paying, at the same time it pays the fees, any Taxes imposed on ACCSS’s fees. You will be responsible for timely paying in full all other Taxes. If You are required to make any deduction, withholding or payment on account of any Taxes in any jurisdiction in respect of any amounts payable hereunder by Yourself to ACCSS, such amounts will be increased to the extent necessary to ensure that after the making of such deduction, withholding or payment, ACCSS receives when due and retains (free from any liability in respect of any such deduction, withholding or payment) an amount equal to what would have been received and retained had no such deduction, withholding or payment been required or made.

2.4 All payments made to ACCSS by You shall either be by cheque, credit card, Paynow or telegraphic transfer to such bank account as ACCSS may designate from time to time for such purpose, or by such other means as ACCSS may hereafter prescribe..

2.5 If the details of Service(s) are deemed by ACCSS to have been changed over the course of the project, ACCSS reserves the right to re-scope and re-price the Service and the Client shall pay to ACCSS any additional fees that may be payable in respect of the re-scoped and re-priced Service.

3. Intellectual Property Rights and Confidentiality

3.1 Unless expressly stated otherwise in the Insertion Order Form, all rights, title and/or interest (including but not limited to intellectual property rights) in and to all data, information (confidential or otherwise), technology, platforms, deliverables, plans, work product, designs, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative works of the foregoing (collectively, “Material”), resulting from or used in providing the Service(s) shall be retained by ACCSS. If You come to possess any of the foregoing, You undertake that You shall not at any time use, disclose, publish, disseminate, modify, transfer, transmit, or reproduce, and shall take reasonable precautions to prevent any unauthorised use, disclosure, publication, dissemination, modification, transfer, transmission or reproduction of, the same.

3.2 Nothing in this Agreement shall, or shall be considered to, grant You any right to use the ACCSS name, or any trade marks, trade names, logos, service marks or Material belonging to ACCSS, without the prior written consent of ACCSS.

3.3 Where the Service(s) include(s) the provision of any deliverables to You, ACCSS grants You a non-exclusive, revocable (at ACCSS’s sole discretion), non-transferable, non-sub licensable, limited, licence to use such deliverables solely for the purposes identified in the Insertion Order Form or in the absence of such identification, in order for You to use the Service(s), provided that You have fully complied with all Your payment and other obligations. You agree to use such deliverables under such licence in compliance with thisT&C. You acknowledge and agree that any other use of such deliverables shall constitute a breach of this T&C.

4. Representation and Warranties

4.1 You represent and warrant that:
4.1.1 You have acquired and will maintain throughout the term any and all approvals, rights, consents, authorisations, permissions or licenses as may be required: 
(i) to enter into, and carry out Your obligations under, this Agreement;
(ii) for ACCSS to provide the Service(s) to You; or
(iii) under any applicable laws, regulatory requirements, codes or other regulations, or any policies or guidelines as may be implemented from time to time by ACCSS, and You shall not do or fail to do anything which would be in violation of or infringe any of the terms of such approval, right, consent, authorisation, permission or licence;

4.1.2 You shall provide ACCSS with access to, and the right to use, disclose, publish, disseminate, modify, transfer, transmit or reproduce, such Material as may be required by ACCSS to perform its obligations under this Insertion Order Form;

4.1.3 all Material which You have provided to ACCSS:
(i) at all times contains only material which is truthful, accurate, complete and not misleading;
(ii) complies at all times with all, and is not in breach of and does not infringe any, applicable laws, regulatory requirements, codes or other regulations (including but not limited to any intellectual property right of any person wherever existing, any obligation of confidence, or any thing that may render ACCSS liable to any legal or regulatory proceedings or penalty);
(iii) complies with the technical standards and specifications as may be prescribed by ACCSS from time to time, and is otherwise in accordance with such policies and guidelines as may be implemented from time to time by ACCSS;
(iv) does not contain any obscene, offensive, defamatory or otherwise actionable material (including material that is objectionable on the grounds of public interest, public morality, public order, public security, national harmony, or is otherwise prohibited by any applicable laws, regulatory requirements, codes or other regulations);
(v) will not cause any disruption or damage to any computer or telecommunications systems, networks or equipment, or undermine the security or integrity of the same, including by importing any viruses, Trojan horses, time bombs or other disabling devices intended to detrimentally interfere, damage, surreptitiously intercept or expropriate such systems, networks or equipment; and
(vi) will be able to be used by ACCSS at any time without the payment of any fees, royalties or sums by ACCSS (including any of its holding companies, subsidiaries, directors, officers, agents and employees) to any person.

4.2 ACCSS makes no express or implied representation, warranty, guarantee or undertaking (whether under this T&C, implied by law or otherwise), and expressly disclaims any express or implied representation, warranty, guarantee or undertaking, in relation to the provision of the Service(s) or the performance of any of its obligations under this Agreement or any Material or deliverables provided to You.

5. Indemnity and Liability

5.1 To the extent permitted by applicable law, ACCSS shall not be liable to You in any way whatsoever for any loss, damages or costs, whether in contract or tort (including negligence or breach of statutory duty) or otherwise, arising out of or in connection with thisT&C or the provision of the Service(s). If, notwithstanding the foregoing, ACCSS nevertheless incurs any liability to You, You agree that ACCSS’s aggregate liability to You under or in relation to this T&C or any of the Service(s) shall in any event not exceed S$50.

5.2 You undertake to indemnify and hold harmless ACCSS (including its holding companies, subsidiaries, directors, officers, agents and employees) from any and all third party claims made against the same, or any cost, loss, expense and damages arising from or in connection with any act or omission by You, or any breach by You of any representation, warranty, guarantee or undertaking under this T&C.

5.3 Notwithstanding any of the foregoing, You shall remain solely liable to any person for any and all claims, proceedings, losses, damages, or liabilities incurred or suffered by, or brought against ACCSS by, such person, arising from or inconnection with ACCSS’s provision of the Service(s), and shall indemnify and hold harmless ACCSS in respect of the same, unless any such claim, proceeding, loss, damages or liability is due to ACCSS’s wilful breach of this Agreement.

5.4 This Clause 5 shall survive any termination of the term, the provision of the Service(s), or Your relationship with ACCSS.

6. Termination

6.1 Unless expressly stated otherwise in the Insertion Order Form, You are required to fulfil the Term (duration) of Service. Should You request that ACCSS cease or suspend its provision of Service(s) to You, or terminate the Service prematurely, ACCSS will do so but You shall continue to be liable to pay ACCSS the Fee in the manner set forth in Clause 2.

6.2 Without prejudice to Clause 6.1, ACCSS may suspend the provision of the Service(s) to You, or terminate the Term of Service immediately if:
6.2.1 You do not pay any amount due and payable by You to ACCSS within 14 days after the due date of such amount;
6.2.2 In ACCSS’s sole discretion, You are or may be or may not become bankrupt or insolvent; or
6.2.3 You have, or ACCSS has reason to believe that You have, committed a breach of any of the terms of this Agreement.

6.3 ACCSS may, on and at any time after the date of termination of the Term, by written notice to You, claim all or any part of the Service Fee, and all other amounts accrued or outstanding under this Insertion Order Form, be immediately payable to ACCSS, whereupon they shall become immediately due and payable.

6.4 You shall not be entitled to any payment, compensation or damages from ACCSS in relation to the suspension of the Service(s) or the termination of the Term for any reason whatsoever.

6.5 ACCSS’s right to suspend the provision of Service(s) or terminate the Term of Service under this Clause 6 shall be without prejudice to any other rights or remedies which ACCSS may have at law, in equity or under any agreement (including but not limited to this T&C).

6.6 You acknowledge and agree that ACCSS would have expended work, resources and time in the provision of and for the purposes of providing the Service(s). Accordingly, You further acknowledge and agree that the amounts payable by You to ACCSS under Clauses 6.1 and 6.3 and/or shall be payable as liquidated damages and represent a genuine pre-estimate of ACCSS’s losses arising from or in connection with the termination of the term of service.

7. General

7.1 ACCSS shall not be liable to You or be deemed to be in breach of this T&C by reason of any delay in performing, or any failure to perform, any of the Service(s) or to discharge any of its obligations under this T&C, if the delay or failure was caused by any event or circumstance the occurrence of which ACCSS is unable to prevent or avoid and which prevents ACCSS from performing, or adversely affects the performance or continued performance by ACCSS of, its obligations under this T&C.

7.2 ACCSS may by giving You notice in writing waive any provision or breach of any provision of this T&C. No failure to exercise or enforce, and no delay on the part of ACCSS in exercising or enforcing, any of its rights under this T&C shall operate as a waiver thereof, nor shall such failure or delay in any way prejudice or affect the right of ACCSS at any time thereafter to act strictly in accordance with its rights and powers under this T&C.

7.3 No person other than ACCSS and You shall have any right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any provision of this T&C.

7.4 You shall not assign, transfer or encumber any or all of Your rights, interests and obligations under this Agreement without ACCSS’s prior written consent. ACCSS may assign, transfer or encumber any or all of its rights, interests and obligations under this Agreement to or in favour of any third party without Your prior written consent.

7.5 ACCSS may include Company’s name and logo in ACCSS’s list of reference accounts.

7.6 This T&C shall be governed by and construed in accordance with the laws of Singapore, and the parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.

Contractual Obligations