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Advertising Terms & Conditions

This advertisement is for online advertising on SEEBATS.COM and is between STARBOXTV SDN BHD (STVSB) and advertiser.

1) Definitions

"Advertiser" means a person, firm or company making a booking for the transmission of Advertisement Material, otherwise through or by means of an Agent and includes its successors-in-title and permitted assigns;
"Accredited Client" means any client affiliated with the Association of Accredited Advertising Agents Malaysia (4A's) or such other client duly authorised in writing by STVSB at its sole and absolute discretion;
"Act" means the Personal Data Protection Act 2010 including all guidelines, rules and regulations, and subsequent amendments;
"Advertisement Material" means any material in written form, pictures, images, audio or video in the format acceptable by MBNS for transmission by STVSB;
"Advertisement Agreement" means the agreement entered into between STVSB and the Client in respect of the purchase of airtime (for spots or sponsorship) and/or statistic banners to which these terms and conditions are deemed a part of;
"Agent" means a person, firm or company or Accredited Client carrying on the business involving the selection and purchase of advertising time for persons wishing to advertise, and its successors-in-title and permitted assigns;
"Client" means the Advertiser or the Agent as the case may be;
"Commercial Code" means a specific code assigned by STVSB for an Advertisement Material for identification purposes;
"Content Recognition Identifiers" mean identifiers, tags, hashes, fingerprints and/or watermarks which are imperceptible to human senses and attached, embedded, placed and/or inserted into the Advertisement Materials in relation to automated content recognition or other identification technologies, which allows content to be recognized by video, audio, watermark and/or fingerprinting cues and matched back to a database for verification and various purposes, including content identification, content enhancement, broadcast monitoring, audience measurement, reporting, classification and attribution;
"Credit Account" means the credit account which may be granted by STVSB to the Client (if any) from time to time on the terms thereof;
"Date of Transmission" means the date of intended transmission for the Advertisement Material and where there is more than one date of transmission, the Date of Transmission means the date of the first transmission;
"SST" means Sales Tax and Services Tax;
"Technical and Language Requirements" means the requirements as set out in Appendix A and such amendments or variations thereto as may be notified by STVSB from time to time;
"Transmit" or "Transmission" means the sending of an advertisement from STVSB's transmission suite for broadcast within Malaysia;
"Rates" means the rates for the airtime and/or statistic banner as set out above (the invoice) issued by STVSB, as may be amended from time to time by STVSB;
"Working Day" means a day other than Saturday, Sunday or public holiday.

2) Advertisement Material

The Advertisement Material submitted by the Client must:-
1. satisfy the Technical and Language Requirements of STVSB or any other requirement or guidelines issued by STVSB from time to time;
2. comply with the Perbadanan Kemajuan Filem Nasional Malaysia Act, 1981 and the Communications and Multimedia Act, 1998 (and any amending or superseding Act);
3. comply with the other laws, by-laws, rules and regulations from time to time in force in Malaysia;
4. comply with the "Advertising Code for Television and Radio" and any other advertising code or guidelines issued by the Ministry of Information and/or the Communications and Multimedia Commission or any other authority from time to time and any amendments/revisions thereto or superseding Act; and
5. comply with all requirements for payments of royalties or license fees or any other payments in respect of any third party rights in connection with the Advertisement Material including the transmission and broadcast of the advertisement by STVSB.

b) The Client acknowledge and agree that STVSB and/or its affiliates shall have the sole and exclusive right to include Content Recognition Identifiers into the Advertisement Material provided by the Client and/or Advertisement Material produced/created by STVSB and/or its affiliates for the purpose of performance of Advertisement Agreement (which shall include Advertisement Material provided by the Client and/or produced/created by STVSB and/or its affiliates previously, as long as it is for the performance of the current Advertisement Agreement), in perpetuity or for as long as STVSB solely deems fit. The Client understands, acknowledges and agrees that the inclusion of such Content Recognition Identifiers by STVSB will not in any way disrupt/change/affect the quality of the Transmission.

3) Acceptance of Advertisement Material

The Client shall place its bookings for airtime and/or statistic banner with STVSB not less than THIRTY (30) Working Days prior to the Date of Transmission.
Notwithstanding anything herein, STVSB shall not be bound, and shall not be deemed or construed bound to provide any airtime and/or statistic banner to the Client unless and until STVSB confirms the Client's airtime and/or statistic banner booking in writing ("STVSB Confirmation").
STVSB reserves the right to make any amendments whatsoever to the contents of STVSB Confirmation up to the date of transmission of any confirmed booking contained in STVSB Confirmation and the Client shall be notified of such amendments via emails or phone calls ("Amendment Advice").
Any discrepancies in STVSB Confirmation or Amendment Advice must be notified by the Client to STVSB to be received by STVSB within five (5) clear Working Days of the date of STVSB Confirmation or Amendment Advice as the case may be, failing which the Client shall be deemed to have accepted the STVSB Confirmation or Amendment Advice as the case may be.
The Advertisement Material and transmission instructions must be delivered to STVSB not less than fourteen (14) Working Days prior to the Date of Transmission or other such period as may be agreed in writing by STVSB.
Delivery of the Advertisement Material shall be deemed to have been made only when the conditions set out in paragraphs 2(a)(i) to 2(a)(v) have been met and the relevant transmission instructions have been given.
Transmission instructions must be made and confirmed by the Client in writing by letter or email (followed by the posting of the original) to STVSB and shall not be deemed received until actual receipt by STVSB.
In the event of non-compliance with any of the requirements in paragraphs 3(a), 3(d) to 3(g) by the Client:-
STVSB shall not be liable for any error or accidental misuse of the Advertisement Material during transmission; or
STVSB may cancel the booking and at its discretion impose a surcharge under paragraph 8 as if the cancellation had been made by the Client.
If STVSB decides that the Advertisement Material is unsuitable, STVSB shall notify the Client who must submit alternative Advertisement Material as soon as possible and in any case, not later than seven (7) Working Days prior to the Date of Transmission.
The provisions of paragraph 3(h)(ii) shall also apply if:-
no alternative Advertisement Material is supplied by the Client; or
the alternative Advertisement Material is also unsuitable.
The provisions of paragraphs 3(a) to 3(j) shall be without prejudice to any special arrangements agreed by STVSB and the Client for bookings made at shorter notice as may be agreed in writing by STVSB.
STVSB reserves the right, in its absolute discretion to:-
1. decline to transmit any Advertisement Material without any reason in writing for so declining but in such event, the Client shall not be liable to pay for any Advertisement Material not transmitted. In the event advance payment has been made by the Client, the Client's account with STVSB shall be credited with such amounts and may be utilised towards payment of subsequent bookings by the Client;
2. fade, edit or cut the Advertisement Material or any part thereof which in the opinion of STVSB contains unsuitable material but the Client shall remain liable to STVSB for the charges payable hereunder or by virtue of the Advertisement Agreement; or
3. refuse to transmit any Advertisement Material containing references to more than one product or service and unless a suitable alternative is submitted in accordance with paragraph 3(i), paragraphs 3(h) and 3(j) shall apply; and STVSB shall not be liable to the Client or otherwise for any reason whatsoever.

4) Transmissions

MBNS will endeavour to transmit an Advertisement Material at the dates and time segment booked and confirmed for a particular channel but STVSB makes no representation or warranty that the dates and/or times of transmission shall be adhered to.
If an Advertisement Material is not transmitted on the day and in a segment of the rate arranged, STVSB shall offer a transmission in that same channel at some other time and/or some other date in the segment of the rate bearing the same value as that originally booked. If such offer is not acceptable to the Client, STVSB shall not charge the Client other than for any fees or expenses which STVSB may have reasonably incurred in respect of any facilities arranged or provided which shall be paid by the Client. In the event advance payment has been made by the Client, the Client's account with STVSB shall be credited with such amount and may be utilised towards payment of subsequent bookings by the Client. The Client shall have no claim against STVSB in respect of such rescheduled transmission or non-transmission, as the case may be, and shall indemnify STVSB against any claim by a third party in such respect.
STVSB reserves the right, in its absolute discretion to:-
1. reschedule confirmed bookings of airtime and/or statistic banner if conflicts arise between products and programmes including programme content or as a result of bookings for sponsorship;
2. reschedule confirmed bookings of airtime and/or statistic banner for broadcast of any priority matter including but not limited to government announcements or for broadcast of live programmes;
3. place all airtime and/or statistic banner booked under a programme into a new programme if the previous programme has been changed; or
4. pre-empt any airtime or statistic banner booked; and STVSB shall not be liable to the Client or any other party for any reason whatsoever.
If any bookings confirmed by STVSB are rescheduled or placed under a new programme title by STVSB in accordance with paragraph 4(c), the Client shall remain liable to STVSB for the charges payable hereunder or by virtue of the Advertisement Agreement. If any bookings confirmed by STVSB are pre-empted and not transmitted by STVSB, the Client shall not be liable to pay for any Advertisement material not transmitted.
The Client shall notify the Marketing Team of any technical errors or incorrect materials used in an advertisement transmitted by STVSB within two (2) Working Days of transmission, failing which, the advertisement shall be deemed to have been correctly transmitted.
STVSB shall in no event incur any liability whatsoever for any failure to transmit all or any part of any advertisement for any reason whatsoever including but not limited to delays, blackouts and/or edits, or for any error in any advertisement transmitted or for any substitutions of programming and the Client shall indemnify STVSB for any claims whatsoever arising therefrom.

5) Unavailability of Title in Sponsorship

STVSB does not warrant that the Title stated in the Advertisement Agreement for a sponsorship shall be available on the Date of Transmission and STVSB reserves the right to proceed with transmission of the Advertisement Material for a different Title in the event STVSB is unable to notify the Client of the same for any reason beyond its control. In such event, the Client shall be liable to pay STVSB for any Advertisement Material transmitted pursuant hereto notwithstanding the Client's refusal or failure to endorse the change when informed.

6) Force Majeure

Notwithstanding any other term and condition herein or in the Advertisement Agreement, STVSB shall not be deemed to be in breach nor otherwise be liable to the Client for any delay, failure or interference in transmission of any Advertisement Material caused by circumstances beyond its reasonable control such as, but not limited to war, civil disturbance, order of a government ministry or department or public authority, fire, flood, rain outage, natural catastrophe, royal demise, labour dispute, lock-out, epidemic, pandemic, withdrawal of services or supplies or other services or transport (public or otherwise) or act of God or breakdown in equipment including but not limited to communication link failure, ground uplink or downlink facility failure, satellite or transponder failure or other inevitable accident.
Upon the happening of any of the events, the obligations of STVSB and any period of time then running shall be suspended for the period of the event plus such time as may be required to resume normality.
Without prejudice to paragraph 6(b), if any of the events above results in STVSB' transmission activities being restricted, curtailed or prevented, STVSB may at any time, notwithstanding anything in these terms contained, forthwith terminate the Advertisement Agreement without prejudice to STVSB' right to be paid by the Client any monies due and owing by the Client as at the time of such termination. Further, without prejudice to paragraph 6(b), if any event above results in MBNS' transmission not being received in any location in Malaysia, the Client shall be liable to pay MBNS the full amount due for the transmission provided that the transmission was made and received in any other location in Malaysia.

7) Rates

Unless otherwise agreed between STVSB and the Client in writing, the Rates of advertisement shall be as set out in the invoice, as may be amended from time to time by STVSB.
STVSB reserves the right to revise Rates of advertisement, change the terms and conditions herein or in the Advertisement Agreement and/or the time segments, at two (2) weeks' notice to the Client. The Client shall, by serving written notice to STVSB within seven (7) Working Days of the date of the notice of change, be entitled to cancel any booking affected by the change. The new Rates shall be effective and apply to advertisement transmitted only after the end of STVSB's notice of period.
The provision of paragraphs 7(a) and 7(b) shall be without prejudice to any special arrangements made by the parties in respect of the Rates.

8) Cancellations

Subject to paragraph 8(d) and without prejudice to any antecedent rights of STVSB, the Client may cancel confirmed bookings upon giving written notice to STVSB. However in such event, STVSB reserves the right to claim the following surcharges from the Client:-

No. of days from date of MBNS' receipt of written notice to Date of Transmission	Surcharge of (% of Gross Rate)
Not less than 15 days	Within 7 to 14 days
Within 3 to 6 days	Less than 48 hours
10%	30%
50%	100%

Any written notice of cancellation shall take effect only upon actual receipt of the notice by STVSB.
STVSB may at its absolute discretion allow the cancellation and rescheduling of certain bookings in the same channel to a date no later than thirty (30) days from the Date of Transmission.
Paragraph 8(a) shall not apply to confirmed bookings under an Advertisement Agreement for sponsorship. In the event of any cancellation of a confirmed booking for sponsorship, the Client shall be liable to pay for the full amount of the gross value of the confirmed booking as set out in STVSB Confirmation.

9) Material and Property Liability

The Advertisement Material shall be submitted by the Client online via email.
STVSB shall store the Advertisement Material for up to one (1) year from the date of submission of the Advertisement Material.
STVSB shall not be held liable for any loss or damage whatsoever to the Advertisement Material or any other property of the Client.

10) Record of Telecast

All dates and times of transmission will be recorded in the system maintained by STVSB.
The contents in the STVSB's System shall, in the event of any dispute in respect of the Client's account, be taken as final and conclusive proof of such transmission, save as where there is a case of manifest error.

11) Payment

Invoices shall be in Malaysian Ringgit and all payments shall be made in Malaysian Ringgit.
The Client (save for an Accredited Client) shall make payments in respect of all invoices by STVSB no later than seven (7) Working Days before the Date of Transmission of the Advertisement Material for which the invoice is rendered, or in the event the Client has been granted a Credit Account within such period of credit granted by STVSB, subject always to the due performance by the Client of all terms and conditions of the Credit Account. Notwithstanding anything herein contained, the Client may at its option, issue an on-demand, unconditional and irrevocable bank guarantee in favour of STVSB, in a form and upon terms acceptable to STVSB, no later than seven (7) Working Days before the Date of Transmission as security for payment in respect of all invoices by STVSB. In default of payment, STVSB shall be entitled without prejudice to its other remedies for breach of contract, to refuse to transmit the Advertisement Material. For the avoidance of doubt, the Credit Account shall not extend to payment of cancellation fees pursuant to paragraph 8(a) herein.
Save for paragraph 11(d), an Accredited Client shall make payments in respect of the invoices no later than forty five (45) calendar days from the date of STVSB invoice.
In the event an Accredited Client fails to comply with the provisions of paragraph 11(c), STVSB may, after giving a warning in writing to the Accredited Client, require any future accounts to be dealt with in accordance with paragraph 11(b). Further, STVSB reserves the right to remove the Accredited Client from its list of accredited clients and/or reduce the discount or revoke the discount at its sole and absolute discretion.
Payments may be made via cash, cheque or wire transfer. Payments via wire transfer must be made to such bank account as STVSB may from time to time specify in writing to be received in such account not later than 12 noon on the relevant due date. The Client shall as soon as possible despatch to STVSB by way of email and confirmation by email or post, a copy of the relevant debit advice confirming the transfer of funds and making reference to the specific invoices that are being settled. All bank transfer charges and/or discount payable shall be borne by the Client. Notwithstanding the foregoing, STVSB may apply any payments against invoices of its choice, at its absolute discretion.
Time for payment is of the essence and non-receipt of any invoice shall not release the Client from its obligations to pay STVSB on the relevant due date.
In the event of any dispute regarding an invoice, the Client shall notify STVSB within fourteen (14) Working Days from the date of the invoice, failing which, the invoice shall be deemed correct.
An unsettled account whether under paragraph 11(b) or 11(c) shall be subject to an immediate surcharge on a daily basis of 1.5% per month of such outstanding amount with effect from the last date on which the outstanding amount ought to have been paid.
STVSB reserves the right at any time to review and vary the surcharge and/or the dates on which the surcharge shall apply.
All payments shall be made in full and the Client shall have no right to claim any set off or to make any counter claim whether in any proceeding brought by STVSB or otherwise.
In the event the Client is an Agent, the Agent must bill its client strictly in accordance with STVSB's Rates or otherwise as specified by STVSB in accordance with STVSB's invoice.
In the event the Client is in default of payment for any Agreement, STVSB reserves the right to appoint debt collectors, initiate legal action or take such other action to recover the same from the Client and the Client shall be liable to bear all costs and legal expenses incurred by STVSB as a result thereof.
Invoices issued by STVSB and any statement signed by an officer of STVSB shall (save for manifest error) be conclusive evidence of the amounts from time to time owing by the Client to STVSB under or in connection with the provision of the services.

12) Tax

All sums payable are exclusive of service tax, value added or withholding taxes, imposts, duties or charges (the payment of which is the Client's obligation) and if the Client is required to deduct from any payment hereunder any value added or withholding taxes, service tax or imposts, duties or charges imposed on the Client, STVSB or otherwise howsoever, the Client shall pay to STVSB such additional sum so as to enable STVSB to receive in full the payment that would otherwise have been payable to STVSB.
If Service Tax or tax of similar nature ("Government Indirect Taxes") is required by law to be paid by STVSB to the relevant authorities in Malaysia for the goods or services supplied hereunder, Client agrees that any sum payable by Client to STVSB pursuant to this Agreement shall be deemed to be exclusive of any Government Indirect Taxes. In such an event, Client shall pay to STVSB a sum equal to the amount of such Government Indirect Taxes under each invoice subject always to the following:
1. MBNS is duly licensed by the relevant Malaysian authorities to collect such Government Indirect Taxes;
2. The appropriate Government Indirect Taxes for each invoice is included under the relevant invoice at the time of the issuance of the invoice; and
3. All invoices provided by STVSB to Client comply with the relevant law of Government Indirect Taxes enforced by the Malaysian authorities.

13) Warranties and Indemnities

The Client warrants and undertakes that:-

the Advertisement Material complies with the requirements set out in paragraph 2;
it has obtained, or shall, at its own expense, the necessary licences and consents for the use of any copyrighted material or the appearance or voice of any person in the Advertisement Material;
the Advertisement Material does not contain:-
1. false, inaccurate or misleading information about the product or other object of the promotion;
2. statements derogatory, defamatory, slanderous or racially inflammatory of any third party;
it shall indemnify and keep STVSB indemnified against all actions, proceedings, penalties, claims and demands arising in any manner whatsoever including any royalties payable upon each transmission of the Advertisement Material, in the event of any breach of the above warranties in any manner whatsoever or in consequence of the use, recording or broadcasting, in the form submitted or prescribed, of the Advertisement Material supplied by or transmitted for the Client.

14) Termination

STVSB may terminate this Agreement or the Advertisement Agreement at any time upon seven (7) days written notice to the Client if:-
1. the Client commits any breach of these terms and conditions;
2. the Client becomes insolvent, has a receiving order in bankruptcy filed or entered against it, compounds with its creditors or fails to satisfy any judgment entered against it within ten (10) days after entry of such judgment.
The termination of this Agreement shall be without prejudice to any other rights and/or remedies of STVSB.

15) Publicity and Information Concerning Advertisements

No Client shall, without prior written consent of STVSB, publish any information in connection with any Advertisement Agreement or Advertisement Material between the Client and STVSB.

16) STVSB' Rights to Retain Copy

The Client hereby grants to STVSB the right to make a copy of the Advertisement Material for STVSB' records

17) Data Protection

The Client hereby undertakes that it shall fully comply with the provisions of the Act applicable to the processing of personal data as defined in the Act and specifically, that personal data of individuals disclosed to the Client pursuant to the performance of the Advertisement Agreement ("Disclosed Data") shall not be used for purposes not connected with the Advertisement Agreement without the consent of such individual.
The Client shall immediately notify STVSB in the event of any claim or complaint from any data subject of Disclosed Data and/or where there has been an event of non-compliance with the Act by the Client, whether discovered by the Client or forming the subject of an investigation and/or action by the relevant authorities.

18) Programmes

The content of programmes and the time at which programmes are transmitted shall be entirely within the discretion of STVSB and STVSB shall not be liable for any failure to transmit any programmes advertised in any publication or failure to transmit any programmes at an advertised time.
STVSB reserves the right for whatever reason to cease or interrupt transmission of any of its channels without prior notice to the Client.

19) Consent under Credit Reporting Agencies Act

The Client acknowledges and agrees that at any time for as long as the Client has a trade relationship with STVSB or where any dues remain unpaid and outstanding with STVSB, STVSB is authorised to obtain the Client's credit information as defined in Credit Reporting Agencies Act 2010 ("CRA") from any of the registered credit reporting agencies.
The Client also gives its consent to STVSB to conduct credit/trade check on its director(s), shareholder(s) and where applicable, its guarantor(s) with any of the registered credit reporting agencies under CRA at any time for as long as the Client has a trade relationship with STVSB or where any dues remain unpaid and outstanding with STVSB.

20) Interpretation

Words and phrases used in this Agreement will, where the context allows, have the meanings ascribed to them in this Agreement. This Agreement and the Advertisement Agreement, as the case may be, contains the entire agreement between the parties to the exclusion of any other written and/or verbal representations and statements.

21) Assignment

STVSB reserves the right at any time to assign this Agreement. Subject to paragraph 14, this Agreement may not be assigned by the Client.

22) Waiver

Any waiver of any term or condition of the Agreement by STVSB shall not be deemed to be a waiver of any subsequent breach of such term or condition or any other term or condition of the Agreement.

23) Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

24) General Provisions

Any notice, demand or other communication shall be served by either party upon the other party either by electronic email, delivered by hand, courier and/or prepaid ordinary post or registered post (not being AR registered), facsimile to the address of the other party as set out in the Advertisement Agreement or to the other party's last known address in either party's record.
Notices, demands or other communication shall be deemed effective:-
1. if by electronic mail or hand delivery, on the day of delivery;
2. if by prepaid ordinary post or by registered post, five (5) days after it was duly posted;
3. if by courier, one (1) day after dispatch; or
A copy of any notice and/or demand shall be copied to STVSB at the following address:-

STARBOXTV SDN. BHD.
AVO2-08-12, Velocity Office 2,
Lingkaran SV, Sunway Velocity,
55100 Kuala Lumpur.
STVSB and the Client are independent contractors and the Advertisement Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between STVSB and the Client. Neither STVSB nor Client shall have the power to bind the other or incur obligations on the other's behalf without the other party's prior written consent, except as otherwise expressly provided herein.
In the event any provision of the Advertisement Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not, in any way, be affected or impaired hereby.

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