1 ACCEPTANCE OF AIRTIME BOOKINGS AND ADVERTISEMENTS
1.1 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) as specified by MBNS.
1.2 No cancellation of Airtime Booking or early termination of this Booking Form by the Advertiser is permitted. A 100% surcharge shall be imposed for any cancellation of Airtime Booking or early termination of this Booking Form.
1.3 These packages are applicable to first time Advertisers and/or Advertisers that have not been active with MBNS for more than twelve (12) months. All Airtime Bookings are subject to MBNS’ approval. MBNS shall be entitled to reject any Airtime Bookings and/or Advertisers at its discretion without assigning any reasons whatsoever at any time during the Term (as defined below).
1.4 Utilisation of Airtime Bookings shall be for a period of twelve (12) months from the date of execution of the Booking Form by the Advertiser and MBNS (“Term”). No extension(s) of the Term shall be permitted unless otherwise agreed by MBNS in writing.
1.5 Airtime Bookings are strictly not transferable or assignable.
1.6 The Channels on which the Advertisements will be transmitted and the airtime entitlements are as provided in the Booking Form and the Airtime Booking depending on the package selected by the Advertisers.
1.7 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.
1.8 All terms and conditions in the prevailing General Terms and Conditions for the Provision of Airtime https://www.quake.com.my/advertising-terms-and-conditions will apply save as otherwise provided in the terms and conditions of this Booking Form.
1.9 The Bonus Entitlement is given by MBNS to the Advertiser depending on the APH Package procured by the Advertiser, and this Bonus Entitlement can only be utilised after full utilisation of the Advertiser’s total investment. The Bonus Entitlement consists of Bonus Option which is given as a package for any Tier 2 packages onwards and Bonus Spots which is given to the Advertisers at MBNS’ discretion. All Bonus Entitlement must be utilised by the Advertiser within the Term. Any Bonus Option or Bonus Spot which are not utilised by the Advertiser within the Term shall be forfeited. In the event that the Advertiser elects not to redeem the Bonus Entitlements, no refunds shall be allowed or given to the Advertiser.
2 ADVERTISING MATERIAL
2.1 The Advertiser shall ensure that all Advertisement Material and/or materials provided to MBNS:-
(a) complies with all laws, rules or regulations from time to time enforced in Malaysia concerning advertisement;
(b) 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 (c) must be delivered to MBNS in not less than seven (7) working days prior to the date of first transmission.
2.2 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.
2.3 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:
(a) 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.
(b) 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.
(c) The value of such Complimentary Advertisement Material cannot be utilised for any other products or airtime.
(d) 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.
2.4 Utilisation 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 utilised within the Term, such benefit will be forfeited and no extension of the Term shall be permitted, unless otherwise agreed by MBNS in writing.
2.5 The Advertiser shall comply with the following requirements when submitting online materials:
(a) specification for images and logos:
• Adobe Photoshop (*.psd);
• Adobe Illustrator (*.ai);
• JPEG (*.jpg); and/or
• GIF (*.gif)
(b) specification for flash files:
• .fla (creation template) and .swf (flash file)
(c) specification for audio file:
• .wav;
• .mp3; or
• .asf
(d) specification for video files:
• .avi;
• .mpg;
• Quicktime (.mov); or
• .mp4
3 DATES AND TIMES OF TRANSMISSIONS
3.1 Scheduling of the transmission time of the Advertisements on the Channels shall be at MBNS’ discretion and subject to availability.
3.2 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.
4 PAYMENT
4.1 All amounts payable by the Advertiser to MBNS, if any, will be deemed to be exclusive of any sales tax, service tax or tax of similar nature (“Government Indirect Tax”). Where Government Indirect Tax is applicable on any goods or services supplied hereunder as imposed by the relevant tax authorities, the Advertiser shall pay MBNS a sum equal to the amount of such Government Indirect Tax under each invoice.
4.2 All payment shall be made in Ringgit Malaysia and payable in the mode and manner set out in the Booking Form. All payment due to MBNS shall be made within fourteen (14) working days prior to the commencement of the Advertiser’s complimentary production of the Advertisement Material (where the Advertiser elects to obtain the Complimentary Advertisement Material) or fourteen (14) working days prior to the first transmission date of Advertiser’s Advertisement Material. Payments made by the Advertiser to MBNS are not refundable nor transferable.
4.3 The Advertiser shall have an option to elect for the following payment terms in relation to the Booking Form:
(a) 100% upfront payment means that the Advertiser shall pay the total advertising fees upon the confirmation of the Booking Form and prior to the commencement of the Advertiser’s campaign. By electing this option, the Advertiser shall be entitled to the additional benefits as stipulated in Clause 4.5;
(b) upfront payment based on the utilisation of airtime purchased by the Advertiser pursuant to the Booking Form.
4.4 If payment is not made by the Advertiser in accordance with the aforesaid due date(s), MBNS shall be entitled to withhold the transmission of the Advertisements booked by the Advertiser. At MBNS’ sole discretion, if MBNS transmits the Advertisement prior to receiving the relevant payment from the Advertiser, 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.
4.5 If the Advertiser opts for 100% upfront payment, the Advertiser shall be entitled to the additional benefits as detailed in the Booking Form (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.
4.6 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 Booking Form 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 Booking Form 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 Booking Form.
5 RATES
5.1 The rate for the airtime booked by the Advertiser is as set out in the Booking Form (“Package Rate”).
6 WARRANTIES AND INDEMNITIES
6.1 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.
6.2 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.
7 TERMINATION
7.1 MBNS may terminate or suspend the Booking Form at any time upon seven (7) days written notice to the Advertisers if:-
(a) the Advertiser commits any breach of the Terms and Conditions hereunder;
(b) 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.
7.2 Termination or suspension of this Booking Form shall be without prejudice to any other rights and/or remedies of MBNS.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 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.
9 ANTI-CORRUPTION PROVISIONS
9.1 The Advertiser shall comply, and/or shall procure or ensure that its subcontractors, agents or other third parties who are performing services in connection with the Booking Form to comply, with all applicable anti-corruption laws and regulations and any relevant anti-corruption policies and documents provided by MBNS, and shall not cause MBNS to be in breach of any of the anti-corruption laws and regulations in the countries where MBNS operates. Without limiting the generality of the foregoing, in performing its obligations under the Booking Form, the Advertiser has not made, and will not make, any payments or provided any benefit to a government official, or to any other person, to improperly induce such government official or person to make any act or decision to help MBNS obtain or retain business or otherwise gain an improper business advantage, and will not make, and has not made, a payment or offered any item or benefit, regardless of value, as an improper inducement for such government official or person to approve, reimburse, prescribe, or purchase any MBNS service or product, to influence the outcome of any project, or otherwise improperly to benefit the MBNS’ business activities.
9.2 The Advertiser shall indemnify MBNS against any losses, liabilities, damages, costs (including but not limited to legal fees), and expenses incurred by, or awarded against, MBNS, and shall hold MBNS harmless from any claim, liability, fine or penalty, as a result of any breach of this Clause 9 by the Advertiser and its associated persons.
9.3 If the Advertiser breaches this Clause 9, MBNS shall be fully entitled to terminate the Booking Form with written notice with immediate effect. In the event of termination, the Advertiser shall not be entitled to claim compensation or further remuneration, regardless of any activities or agreements with additional third parties entered into before termination.
10 GENERAL PROVISIONS
10.1 MBNS shall not be liable nor it be deemed in breach of the Booking Form, 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.
10.2 This Booking Form shall be subject to and construed in accordance with Malaysian Laws and the parties shall submit to the exclusive jurisdiction of the Malaysian Courts.
10.3 This Booking Form 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.
10.4 Time wherever mentioned shall be of the essence in respect of the performance of the obligations hereunder.
10.5 No failure or delay on the part of MBNS relating to the exercise of any right, power, privilege or remedy provided under this Booking Form 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 Booking Form.
10.6 If any provision of this Booking Form 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 Booking Form and rendered ineffective as far as possible without modifying the remaining provisions of this Booking Form and shall not in any way affect any other provisions of this Booking Form or the validity or enforcement of this Booking Form.
10.7 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. 199201008561 (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.
