Terms of Use

1. INTERPRETATION

In this Agreement, the following expressions shall have the following meanings:

1. “Advertiser/ Company”       means the person (including a natural person, partnership, body corporate or incorporate) who has entered into this Agreement with Stellar Lifestyle Pte. Ltd. (“STELLAR”) and shall include his successors in title and assigns where relevant.
2. “Advertising Materials” are the final product that are displayed on STELLAR’s advertisement spaces.
3. “Advertising Rate” means such rate quoted by STELLAR herein or otherwise for advertisement space.
4. “Applicable Laws” means any and all treaties, statutes, laws, by-laws, regulations, rules, orders, judgments, awards, injunctions, decisions, determinations or requirements made or issued by any Authority.
5. “Artwork” is the final artwork that the Advertiser/ Company provides to STELLAR for purpose of the advertisement production.  
6. “Authority” means the Singapore government or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the Singapore government.
7. “Contract Amount” means the total aggregate value of the contract (exclusive of all applicable taxes). For the avoidance of doubt, any deductions made by STELLAR pursuant to this Agreement or otherwise and/or additional payments made by the Advertiser/ Company pursuant to Clause 9.4(b) of this Agreement shall not go towards or in any way affect the computation of the total aggregate value unless the parties so consent in writing.
8. “Display Timing” means the daily timing during which the advertisement is displayed
9. “Downtime” means the disruptions caused by preventive maintenance and technical malfunction of, iViews, SMRT digital platforms or WINK (as the case may be)
10. “Order” means an order for the display of advertisement space placed with STELLAR and/or order for production of stickers or posters.
11. “Parties” shall mean the Advertiser/ Company and STELLAR.
12. “Production Costs” means all costs, charges, fees and expenses incurred for the material creation of advertisement(s) arising out of or in connection with an Order.
13. “STELLAR” means SMRT Commercial Pte Ltd and shall include its successors in title and assigns.
14. “WINK” means STELLAR’s loyalty program at website www.winkwink.sg which allows consumers to redeem e-vouchers with points accumulated by consumers.

2. TERMS AND CONDITIONS FOR ANY ORDER

1. These terms and conditions shall be deemed to have been accepted and agreed to by the Advertiser/Company when he places an Order; and shall not be varied or amended without the prior written consent of STELLAR. STELLAR shall not be or be deemed to be bound by any terms or rates stated on or that accompany (whether attached, enclosed and/or annexed to) any Order.

Cancellation of Any Order

2. Subject always to the right of STELLAR to allow the same at its sole discretion and without prejudice to any of the other rights and/or remedies of STELLAR, the Advertiser/ Company may, without prejudice to Clause 7 (Payment), be entitled to cancel any Order for advertisement space by way of written notice to STELLAR provided always that the Advertiser/ Company pays to STELLAR the following amounts for such cancellation:

a. Cancellation fee, which shall be calculated as follows:

If before the Display Commencement Date:

If after the Display Commencement Date:

b. all of the Production Costs incurred up to the date of cancellation; and

c. the cost of all commitments to third parties and works in progress.

3. Notwithstanding Clause 2.2, if the Advertiser/ Company cancels the order for production of stickers and posters before approving the proofs or before production has started in accordance with Clause 8 (Production of Stickers and Posters), there will be no charges payable by the Advertiser/ Company except for the cost of materials which were specially purchased or ordered for this Order.

3. ADVERTISING AGENCIES/ MEDIA SPECIALIST

An Advertiser/ Company who is an advertising agency or media specialist shall be deemed to contract as principal with such rights and liabilities including (without limitation) full responsibility to make punctual and complete payments as required under this Agreement and full authority to approve and/or amend the Advertising Materials.

4. ADVERTISING COMMISSION

All accredited advertising agencies will be entitled to an agency commission of 15% of the Contract Amount less any such discount given by STELLAR to the Advertiser/ Company.

5. ADVERTISING RATES

Save for advertisements on taxis, digital platforms, iViewSMRT, and WINK, all Advertising Rates are exclusive of the Production Costs and the cost of the Advertising Materials, both of which shall be borne fully by the Advertiser/ Company.

6. CHANGE OF ADVERTISING RATES, TERMS AND CONDITIONS

1. STELLAR shall be entitled at any time to vary, amend or adjust the:
   • Advertising Rates and/or
   • these Terms and Conditions.

If STELLAR exercises its right to vary, amend or adjust the Advertising Rates and/or Terms and Conditions pursuant to this Clause 6.1, it will give written notice of such change to the Advertiser/ Company and, any such changes by STELLAR shall, unless the Advertiser/ Company exercises its right under Clause6.2, take effect on the date specified by STELLAR in such written notice or four (4) weeks after service of such written notice on the Advertiser/ Company, whichever date is the later.

2. In the event that STELLAR exercises its rights under Clause 6.1 the Advertiser/ Company shall be entitled to cancel any Order it has placed with STELLAR prior to such changes without incurring any liability by giving STELLAR two (2) weeks written notice of cancellation of Order within two (2) weeks from the date of it being so informed by STELLAR. If STELLAR does not receive any such written notice from the Advertiser/ Company within the aforementioned period, the cancellation fees under Clause 2.2 shall be payable by the Advertiser/ Company if the Advertiser/ Company decides to make any cancellations after the aforementioned two (2) weeks period.

7. PAYMENT

Advertiser/Company Payment Terms

1. Subject always to Clause 7.3, all other payments by the Advertiser/ Company shall be made:
   • 30 days after the date of the relevant invoice or by the due date specified in STELLAR’s invoices; and
   • unless otherwise instructed in writing by STELLAR, by crossed cheques drawn in favour of STELLAR, and with the invoice number written behind such cheques if they are not accompanied by a covering letter or copy of the relevant STELLAR’s invoice; and
   • For the avoidance of doubt, the Advertiser / Company is responsible for the payment of any applicable taxes (including but not limited to Goods and Services Tax) and fees including but not limited to transfer fees and payment processing fees in relation to all amounts payable under the invoice.

Late Payment Interest

2. Interest at the rate of 1.00% per month shall be charged by STELLAR for and on any and all late payments calculated on a daily basis.

Upfront Payment

3. STELLAR in its sole discretion, has the right to request for the Advertiser/Company to make upfront payment of the Contract Amount prior to the Display Commencement Date and the Advertiser/Company shall be responsible for ensuring that STELLAR receives the same at least 14 days prior to the Display Commencement Date:
   • In the event that the Advertiser/Company’s registered office is not located within Singapore, STELLAR may request for full payment of the Contract Amount.
   • in the event that the Advertiser/Company’s registered office is within Singapore, STELLAR may request for payment of fifty percent (50%) of the Contract Amount. However, in cases where the Contract Amount consists of Production Cost for stickers or posters, STELLAR may request for full payment of the Contract Amount from the Advertiser/Company

Right of Set-Off

4. The Advertiser/ Company agrees that STELLAR shall have the right to, exercised at STELLAR’s sole discretion, use any monies paid by the Advertiser/ Company under Clause 7.3 to offset against any amounts due and owing to STELLAR from the Advertiser/ Company (whether as a result of the Advertiser/Company’s breach of the terms herein or otherwise), without further reference to the Advertiser/Company.
5. In the event that STELLAR exercises its right to make any deductions or offset from or against any upfront payment of the Contract Amount pursuant to the terms herein, the Advertiser/ Company shall, forthwith on demand by STELLAR, pay STELLAR the full amount so deducted or offset by STELLAR in cash or by such other method as may be instructed by STELLAR in writing.

General Lien

6. STELLAR shall be entitled to a general lien, where appropriate, on any Advertising Materials in STELLAR’s possession for all sums, whether liquidated or not, due from the Advertiser/ Company to STELLAR.

8. PRODUCTION OF STICKERS AND POSTERS (IN RELATION TO BUSES, TAXIS, TRAINS, MRT/LRT STATIONS, SHOPPING MALLS ONLY)

1. The selection of production house for the stickers and posters shall be determined by STELLAR. In the event of any deviation, STELLAR has the right to charge an additional 10% of Production Cost of the Stickers and Posters to the Advertiser/ Company.
2. The Advertiser/ Company shall provide STELLAR with high resolution images suitable for the production of stickers and/or posters. STELLAR shall not be liable for any poorly produced images on the stickers and/or posters due to inappropriate resolution images provided.
3. STELLAR may submit proofs for the Advertiser/ Company’s approval:
   • should there be any alterations or changes, STELLAR may charge the Advertiser/ Company an additional charge.
   • Once the proofs are approved by the Advertiser/ Company, STELLAR shall not bear any liability as long as the final product is produced in accordance to the approved proofs. The Advertiser/ Company acknowledges and agrees that they bear the responsibility to check the accuracy of the Artwork, images, logos or wordings in the proofs.
4. If the Advertiser/ Company has given prior instructions to proceed without the need for their approval of the proofs, STELLAR shall not bear any liability for the printing outcome of the end product.
5. STELLAR shall not be responsible for any delay in the production of the Order if the delay is caused by the Advertiser/ Company or if there is any request for suspension by the Advertiser/ Company.
6. Notwithstanding Clause 2.2, if the Advertiser/ Company cancels the order for production of stickers and posters before approving the proofs or before production has started, there will be no charges payable by the Advertiser/ Company except for the cost of materials which were specially purchased or ordered for this Order.
7. The Advertiser/ Company shall ensure that all Artwork, images, logos or wordings provided by them shall not infringe any intellectual property rights of any third parties and shall indemnify STELLAR for any loss or damage arising out of or in relation to such infringement.

9. DISPLAY OF ADVERTISEMENTS

1. Any changes to the Contract Period and/or Display Commencement Date stated in the Order by the Advertiser/ Company, requires a written request at least four (4) weeks in advance and all such requests shall be subject to STELLAR’s right to agree to such request(s) at its sole discretion. The Advertiser/ Company shall make payment of an additional sum of 30% of the Contract Amount to STELLAR in respect of the second and each subsequent request thereafter made by the Advertiser/ Company.
2. Terms relating to the display of advertisements on/in specific advertising spaces are as follows:

3. APPROVAL OF ARTWORK & COMMENCEMENT OF DISPLAY CHARGE

The Advertiser/ Company must obtain STELLAR’s written approval of the Artwork (including but not limited to video clips, television commercial clips and static posters) at least three (3) weeks before the Display Commencement Date. Notwithstanding any delay or withholding of such written approval by STELLAR, the Advertiser/ Company shall be liable to pay for the display of Advertising Materials from the commencement date of this Agreement.

4. SUPPLY OF ARTWORK
   • Once STELLAR has given its written approval of the Artwork, the Advertiser/ Company shall supply and deliver all Artwork at its own expense to STELLAR at least fourteen (14) days before the Display Commencement Date. Such delivery shall be addressed and delivered to STELLAR at its current address or to such other address or addresses as STELLAR shall specify.
   • Notwithstanding any late delivery or non-delivery of such Artwork by Advertiser/ Company, the charge for displaying them shall be calculated from the commencement of the Contract Period stated in the Agreement without STELLAR being liable for any delays arising from such late delivery or non-delivery. During any period of non-display of Advertising Materials, STELLAR shall have the absolute right to display any other Advertising Materials as it deems fit.
5. COMPLIANCE WITH SPECIFICATIONS

All Advertising Materials supplied to STELLAR by the Advertiser/ Company shall comply with such specification and requirements of STELLAR as may be varied by it and notified to the Advertiser/ Company from time to time.

10. CHANGE OF ADVERTISING MATERIALS

• The Advertiser/ Company shall give STELLAR at least four (4) weeks’ prior written notice for a change of Advertising Materials.
• STELLAR will use reasonable efforts to complete the change of Advertising Materials within ten (10) days.
• Notwithstanding Clause 10.2, in the event that the Advertiser/ Company requests for a change or touch-up or repair of the Advertising Materials and during the period of such change, touch-up or repair, the relevant bus(es), train(s) and/or taxi(s) are not in operation, the Advertiser/ Company shall pay to STELLAR the following additional charges within thirty (30) days of the Advertiser/ Company’s request:

* Wrap of single decker and double decker buses shall always be based on 2/3 of the length of the bus.

11. LIABILITY

1. STELLAR shall not be liable for or in any way responsible to the Advertiser/ Company nor shall the Advertiser/ Company have any claim against STELLAR in respect of:
   • any loss of or damage to Advertising Materials supplied to STELLAR;
   • any non-display, late display or incorrect display of advertisement and/or Advertisement Materials
   • the display of any damaged Advertising Materials; and/or
   • any damage or loss howsoever caused, and including but not limited to disruption or loss of business, or access, inconvenience, costs and expenses arising out of any works carried out to, on or in the vicinity of the Station and/or Shopping Mall, including works carried out by any third party, which impacts (including but not limited to the obstruction or destruction of) the advertisements or the display of advertisements,

unless and except where STELLAR is proven to be wilfully and grossly negligent,

2. Advertiser/ Company shall be liable for and shall indemnify STELLAR against any loss, expense, costs, damages, liability or claim whatsoever which STELLAR may incur or suffer directly or indirectly in respect of:
   • any breach by Advertiser/ Company of any of the terms herein
   • claims of defamation, infringement of copyrights, trademarks or any non-compliance with all Applicable Laws.

unless and except where the same is shown to be due solely to any negligent or wilful act of STELLAR or of any person for whom STELLAR is responsible.

3. STELLAR shall have the right, after giving the Advertiser/ Company reasonable notice:
   • to cancel any Order or
   • 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 STELLAR in respect thereof

4. STELLAR shall not be obliged to give any prior notice to the Advertiser/ Company of STELLAR’s intention to remove or discontinue the display of any such Advertising Materials or its intention to cancel any Order if at the request, directions, instructions or order of any Authority, such as but not limited to the Land Transport Authority of Singapore. STELLAR shall not be liable or in any way responsible to the Advertiser/ Company nor shall the Advertiser/ Company have any claim against STELLAR in respect of any cost, expense, damage or loss arising out of or related to or in connection with the removal or discontinuance (by STELLAR or its authorized representative) of any display of any Advertising Materials or the cancellation of any Order under this clause.
5. STELLAR shall not be liable for any and all indirect, incidental and consequential damages including without limitation to any losses or damages resulting from loss of use or profits and/or loss of revenue arising out of or connected with this Agreement regardless of whether STELLAR has been advised of the possibility of such losses or damages. STELLAR’s total and cumulative liability for all losses or damages (including all expenses, disbursements and reasonably attorney fees where relevant) arising out of or in connection with this Agreement or termination of this Agreement shall be limited to the maximum aggregate amount of the total Contract Amount.
6. Notwithstanding any other provision contained herein, in no event will STELLAR be liable for any special, indirect, incidental or consequential damages (including without limitation any losses or damages resulting from loss of use, earnings, profits, revenue, business, goodwill and/or reputation) arising out of or connected with this Agreement (including Downtime) even if STELLAR has been advised of the possibility of such losses or damages. This limitation will apply regardless of the form of action brought against STELLAR

12. STELLAR’S RIGHT TO REFUSE / DISCONTINUE / SUSPEND DISPLAY OF ADVERTISING MATERIALS

1. Without prejudice to STELLAR’s rights specified in Clause 11 (Liability),STELLAR shall be entitled to, without prior notice or reference to the Advertiser/ Company and without incurring any responsibility or liability on the part of STELLAR, refuse to accept or discontinue or remove the display of any Advertising Materials supplied to it by the Advertiser/ Company if:
   • in STELLAR’s opinion, they are objectionable, inappropriate, likely to cause offence, damaged, defaced, or unsuitable for any reason;
   • the Advertiser/ Company is in breach of Clause 7 (Payments), notwithstanding STELLAR’s rights under Clause 14;
   • the advertisements do not comply with the specifications stipulated by STELLAR pursuant to Clause 9.5 (Compliance With Specifications);
   • the advertisements or the Advertiser/ Company do/does not comply with Applicable Laws; or
   • any Authority requests, directs, instructs or orders (and the Advertiser/ Company acknowledges that in such case, it shall not make any claims against the Authority and STELLAR shall not be liable or in any way responsible to the Advertiser/ Company).
2. The Advertiser/ Company acknowledges that the exercise by STELLAR of its right under this Clause is without prejudice to STELLAR’s right to recover any sums of money that are owing by the Advertiser/ Company to STELLAR.
3. Remounting of suspended Advertising Materials will be subject to additional charges to be paid to STELLAR.

13. STATUTORY REQUIREMENTS

1. STELLAR shall comply with all Applicable Laws concerning the use of any site for the display of advertisements.
2. The Advertiser/ Company warrants and undertakes that:
   • all necessary consents, licences and payments for use of any intellectual property, material or appearance of any person in the Advertising Materials have been obtained or made;
   • it shall comply with its obligations herein; and
   • The Advertiser/ Company shall be responsible and shall indemnify STELLAR fully for and against any liability, loss or damage arising out of or in connection with or related to the advertisements (or the subject matter or content thereof).

14. TERMINATION

1. If at any time:
   • The Advertiser/ Company fails to make payment in accordance with Clause 7 (Payment); or
   • any Authority shall lawfully withdraw, or refuse to renew any consent previously given, or shall require STELLAR to remove any advertisements; or
   • the Advertiser/ Company or STELLAR shall become bankrupt or go into liquidation proceedings or the Advertiser/ Company or STELLAR is presumed insolvent; or
   • a receiver shall be appointed of the whole or any part of STELLAR’s or the Advertiser/ Company’s undertakings; or
   • STELLAR or the Advertiser/ Company breaches its obligation(s) under this Agreement which breach is incapable of remedy; or
   • STELLAR or the Advertiser/ Company breaches any of these terms and conditions and fails / neglects or refuses to remedy the breach within ten (10) days of a written request by the non-breaching party (“Innocent Party”) to remedy the same;or
   • Advertiser/ Company shall have offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to be or for having done or forborne to do any action in relation to the obtaining or execution of this Agreement with STELLAR or for showing or forbearing to show favour or disfavour to any person in relation to this Agreement or any other contract(s) with STELLAR, or if the like acts shall have been done by any person employed by Advertiser/ Company or acting on his behalf (whether with or without the knowledge of Advertiser/ Company), or if in relation to this Agreement or any other contract(s) with STELLAR, Advertiser/ Company or any person employed by him or acting on his behalf shall have committed any offence under the Penal Code (Cap. 224) of the Prevention of Corruption Act (Cap. 241) or shall have abetted or attempted to commit such an offence or shall have given any fee or reward the receipt of which is an offence under the said Acts,

then the innocent party shall be entitled to terminate the Agreement forthwith in whole or in part by notice in writing without incurring any responsibility or liability on the part of the Innocent Party and without prejudice to the Innocent Party’s rights to recover whatever sums of money that is due and owing to the Innocent Party or any other rights that it may be entitled to hereunder, at law or in equity.

2. All accrued rights or liabilities of the Parties and any provision which is expressly or by implication intended to come into or continue in force on or after such termination shall not be affected.
3. In the event that the land in the vicinity of the MRT Station and/or the MRT Station or parts thereof is developed, redeveloped, renovated, retrofitted or upgraded, STELLAR shall be entitled to:
   • relocate the Advertising Materials to another part of the MRT Station as STELLAR in its sole discretion shall decide, with prior notification to the Advertiser/ Company;
   • delay the display of the Advertising Materials for such a period as jointly determined by STELLAR and Advertiser/ Company; and/or
   • terminate this Agreement by giving the Advertiser/ Company at least seven (7) days’ notice in writing to that effect. STELLAR shall refund all unutilized monies paid by Advertiser/ Company under this Agreement in such an event.

Collection Of Advertising Materials After The Expiry Or Termination Of This Agreement

4. The Advertiser/ Company shall collect all Advertising Materials supplied to STELLAR within fourteen (14) days from the expiry of the Contract Period or date of termination of this Agreement, whichever is earlier. In the event of late collection or non-collection of such Advertising Materials, STELLAR shall:
   • not be liable to return them after they have been displayed; and
   • be entitled to destroy or dispose of them in any manner as it deems fit without any liability whatsoever.

15. GENERAL PROVISIONS

A. NOTICES

Any notice given hereunder may be delivered or sent by hand or by post or by email or facsimile transmission and shall be deemed to be served if:

• sent by hand: at the time of delivery.
• sent by post to the address of the party to be served as specified on the Order or such other address as may be notified in writing from time to time: 48 hours after posting.
• sent by email to the email address of the party to be served as specified on the Order or such other email address as may be notified in writing from time to time: at the time of transmission provided for in the confirmation of delivery provided that a copy is sent by hand or post.
• Sent by facsimile transmission: the time stated in the confirmation of transmission receipt

B. FORCE MAJEURE

STELLAR shall not be obliged to perform any of its obligations under this Agreement and/or be deemed to be in breach of this Agreement by reason of its failure to perform its obligations due to any cause or causes beyond its control (an event of “Force Majeure”). Without prejudice to the generality of the foregoing, the following shall be regarded as such causes: (i) acts of God, lighting, floods, fire, explosion, tempest or accident; (ii) nationalisation, expropriation, acts of war, terrorism, civil interest, riots, strikes or nuclear fission; and; (iii) any other circumstances beyond the control of the quality workshop including without limitation, outbreak of epidemics and infectious diseases such as severe acute respiratory syndrome, bird flu, plagues, quarantine restrictions.

C. ASSIGNMENT

The Advertiser/ Company shall not assign his rights and obligations in whole or in part under this Agreement without the prior written consent of STELLAR. The Advertiser/ Company agrees and accepts that STELLAR shall be entitled to assign its rights and obligations in whole or in part under this Agreement without requiring the Advertiser/ Company’s consent.

D. RENEWAL

STELLAR may give priority to any Orders which are bookings for renewal of existing advertisements made by the Advertiser/ Company in writing received at least four (4) weeks before the expiry of the Contract Period. For the avoidance of doubt, the Advertiser/ Company accepts and agrees that in any event, such renewals are not guaranteed by STELLAR.

E. SEVERANCE

The various clauses and sub-clauses of this Agreement are severable and if any provision is held to be invalid or unenforceable by any court of competent jurisdiction then such invalidity or unenforceability shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.

F. WAIVER

The failure by STELLAR or the Advertiser/ Company to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of them or of the right at any time thereafter to enforce all terms and conditions of this Agreement

G. ENTIRE UNDERSTANDING

This Agreement constitutes the entire understanding of the parties and supersedes all prior written or oral proposals of agreement between the parties pertaining to the subject matter.

H. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Singapore and the parties hereby submit to the non-exclusive jurisdiction of the Singapore courts. Except for SMRT Corporation Limited and its related corporations (as defined in the Singapore Companies Act (Cap. 50)), any person who is not a party to this Agreement may not enforce any of its terms under the provisions of the Contracts (Right of Third Parties) Act.