Suria FM – Standard Terms and Conditions for Advertising Services Provision
Terms & Conditions
Standard Terms and Conditions for Service Provision by Rimakmur Sdn Bhd (Company No.: 199101002521 (212832-A) (“RIM”) (“Standard Terms”)
The terms and conditions set out in this Standard Terms may be varied, amended and notified to the Client (as defined herein) from time to time, shall govern and shall be deemed to be incorporated into all credit applications, bookings, and agreements entered into in respect of the Services (as herein defined) offered by RIM, unless expressly excluded in writing by RIM. RIM may make changes to this Standard Terms from time to time and will upload the revised Standard Terms onto the website www.suria.my. Client is advised to check the website for the latest updated version of the Standard Terms on a regular basis.
- Definitions and Interpretation
1.1 In this Standard Terms, the following expressions shall have the following meanings :- “Accredited Client(s)” means any client(s) affiliated with The Association of Accredited Advertising Agents Malaysia (4As) or such other client(s) duly authorised in writing by RIM 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 or audio or video acceptable to RIM, which may be delivered by the Client to RIM, for the purposes of Transmission (as hereinafter defined) or rendering into a format appropriate for Transmission; “Affiliate” means any person or entity controlling, controlled by, or under common control with either the Client or RIM, as applicable. “Control” means the ownership pf the equity shares carrying fifty percent (50%) or more of the votes exercisable at a general meeting (or at its equivalent) of a company. “Agreement(s)” means any contract(s) between RIM and the Client in respect of the Services which shall incorporate the terms and conditions herein contained; “Application” means software application owned and/or managed/operated by RIM and/or its Affiliate and is designed to run on the device and made available on the application distribution platform such as Apple App Store, Google Play, Windows Phone Store, Blackberry App World and/or through any other distribution platform whether known now or in the future;
“Business Day” means a day other than Saturday, Sunday or a public holiday in Selangor, Malaysia;
“Client” means a direct advertiser, a person, entity, firm, company, Accredited Client which places a booking, or enters into an Agreement with RIM for the Services;
“Credit Account” means the credit account which may be granted by RIM to the Client (if any) from time to time and on the terms thereof;
“Product” means any product or good provided by the Client for purposes such as promotional activity, sampling, distribution to public, contest prize and/or commercial advertisement;
“On-Air” means the transmission of Services via broadcasting on the Radio Station (as hereinafter defined) by means of radio frequency transmission signals within the Territory (as hereinafter defined);
“On-ground” means ground event held outside the Radio Station;
“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 RIM from time to time;
“On Mobile” means any Services to be provided via the mobile phone through mobile applications, mobile internet and/or such other platform, whether known now or in the future, made available by RIM from time to time;
“Radio Station” means the FM commercial radio broadcasting station known as “Suria” which is operated and managed by RIM;
“Rates” means the rates for the Services as set out in the Rate Card issued by RIM, as may be amended from time to time by RIM;
“Services” means the agreed services to be provided by RIM which may include On-Air transmission services, Online services, On Mobile services and/or On Ground services such as (but not limited to) advertisement services, spot buy, run of station, local insertion unit, sponsorship, promotional activities, social media postings, podcast sponsorships, production, campaign contest and events;
“Territory” means Malaysia;
“Technical and Language Requirements” means the requirements as set out in Sub-clause 5.3 and such amendments or variations thereto as may be notified by RIM from time to time;
“Transmission Date” means the first date of Transmission as part of the Services in accordance with the Transmission Schedule;
“Transmission Schedule” means the dates and times for the Transmission which has been confirmed by RIM to the Client.
“Website” means the website which is managed by RIM from time to time which are operated within Malaysia which include but shall not be limited to www.suria.my.
1.2 All references to RIM shall include its successors in title and assigns. All references to the Client shall include its successors in title.
1.3 In the event of any conflict or discrepancy between the provisions of the Agreement and this Standard Terms, the provisions of the Agreement shall prevail.
The terms and conditions set out herein shall govern and be deemed to be incorporated mutatis mutandis into all media and internet bookings and sales by RIM of the Services and into the Agreement, unless otherwise expressly excluded in writing by RIM.
- Obligations of RIM
Subject to the due and proper performance by the Client of all its obligations to RIM, RIM shall use its best endeavours to provide the Client the Services, in accordance with the terms and conditions set out in this Standard Terms and subject further to such terms and conditions of the respective Services as may be required by RIM.
- Obligations of the Client
4.1 The Client agrees without prejudice to any other terms herein or terms which may be required by RIM:
4.1.1 to make all payments promptly on the due dates without demand, deduction or set off, failing which the Client shall be liable to pay a late payment interest calculated at the rate of 1.5% per month from the due date of payment up to the date of full payment receipt by RIM;
4.1.2 to procure and maintain all necessary permits, consents, approvals, and licenses (except for the broadcast licence) which are required for RIM to provide the Services such that they are valid and subsisting for the term the Services are provided;
4.1.3 to be solely and fully responsible for compliance with relevant laws, rules, regulations, guidelines, codes and practices in Malaysia and in the Territory relating to advertising on the Radio Stations and/or Website(s), including but not limited to the Communications and Multimedia Act, 1998, the Communications and Multimedia Content Code and the Advertising Code for Television and Radio issued by the Communications and Multimedia Commission;
4.1.4 To acquire from the respective owners and/or copyright societies all copyrights and all other rights (whether musical or otherwise) for the Advertisement Material and for the commercial advertisements or content for Transmission pursuant to the Services, and to make all payments for the use of such sound recordings, musical works and performance royalties payable to any collection societies, if any, within the Territory and/or Malaysia as the case may be; and
4.1.5 To comply with all terms and conditions of this Standard Terms and such other terms and conditions as may be required by RIM.
4.2 The Client shall place its bookings with RIM for the Services not less than seven (7) Business Days prior to the Transmission Date. Booking instructions shall be in writing and may be given or sent by hand, registered post or email, and a booking shall only be deemed to have been placed by the Client on the date that it is received by RIM.
4.3 Notwithstanding anything in this Standard Terms, RIM shall not be bound, and shall not be deemed or construed bound to provide the Services to the Client or to enter into an Agreement with the Client. An Agreement shall only come into being upon RIM confirming its acceptance of the Transmission Schedule and terms of the booking for the Services (i.e. either via a confirmation form and/or Transmission of the Services).
4.4 The Client shall contract and be deemed to contract as principal in the Agreement and will accordingly be responsible for the performance of all the terms and conditions of this Standard Terms and under any Agreement.
- Submission of Advertisement Material
5.1 The Client acknowledges and agrees that Advertisement Material submitted to RIM shall:-
5.1.1 Satisfy the Technical and Language Requirements of RIM or any other requirement or guidelines which may be notified by RIM to the Client from time to time;
5.1.2 Comply with relevant laws, rules, regulations, guidelines, codes and practices in Malaysia relating to advertising on the Radio Stations, including but not limited to the Communications and Multimedia Act, 1998 and the Content Code issued by the Communications and Multimedia Content Forum;
5.1.3 Comply with all requirements for payments of royalties or licence fees or any other payments in respect of any third party rights in connection with the Advertisement Material and other commercial advertisements or content for Transmission pursuant to the Services.
5.2 The Client shall deliver the Advertisement Material which complies with the terms of Clause 5.1 of this Standard Terms to RIM, not less than :-
5.2.1 seven (7) Business Days for complete audio recordings;
5.2.2 fourteen (14) Business Days for written scripts or other written materials; or such other period as may be agreed in writing by RIM.
5.3 The Advertisement Material shall comply with the following requirements:
5.3.1 Recorded audio material shall be in the form of digital audio tape;
5.3.2 All Advertisement Material be clearly labelled and marked with the following:-
(a) name of the Client, and where the Client is an advertising agency, the name of the advertiser;
(b) brand name of the commercial product;
(c) description of the commercial product; and
(d) commercial title
5.3.3 In addition, recorded audio Advertisement Material shall be clearly labelled and marked with the following: –
(a) audio track designations and language of the audio track;
(b) duration of the audio track;
(c) date of recording; and
(d) particulars of the producer and/or production house
5.3.4 The Advertisement Material requirements for Website are as follows: –
(a) Images and logos shall be in any of the following formats: –
- Adobe Photoshop (*.psd)
- Adobe Illustrator (*ai)
- JPEG (*•jpg)
- GIF (*.gif)
(b) Flash files shall be for in both the following formats: –
- .fla (Creation template)
- .swf (Flash file)
(C) Text documents shall be in any of the following formats: –
- Microsoft Word (.doc) Plain text document (.txt)
(d) Printable documents such as contest forms, etc. shall be in the Adobe Acrobat (.pdf) format only.
(e) Audio files shall be in any of the following formats: –
(f) Video files should come in one or all of the following formats: –
(g) Banners shall meet the following size and format requirements: –
- in .gif or animated .gif format
- Size required 468×60 [for all RIM Radio Websites]
- Maximum file size: [120KB]
5.3.5 The Advertisement Material shall only relate to one brand name;
5.3.6 The Advertisement Material shall comply with any language restriction imposed on RIM at any time by any relevant authority; and
5.3.7 All Advertisement Material requiring the permits, consents, approvals, and licenses under Clauses 5.1.2 and 5.1.3, shall be accompanied by such permits, consents, approvals, and licenses.
5.4 Digital Production
5.4.1 The default language for Client’s microsite/promo page will be Malay (for Suria FM). If translation is required, RIM is entitled to charge an additional translation fee of RM 250 per A4 sheet.
5.4.2 Any amendments must be compiled and e-mailed to RIM’s Digital Content & Platform team at firstname.lastname@example.org
5.4.3 Please allow a minimum of one (1) week for any digital production.
5.4.4 RIM will endeavor to effect the amendment requested by Client within three (3) working days, provided that the request is made by the Client not less than one (1) working day prior to the commencement of the campaign.
5.4.5 RIM will accommodate two (2) amendments (without charges), and thereafter a fee commensurate with the type of amendment will be charged to the Client.
5.5 The Advertisement Material shall be deemed to have been delivered only if the conditions set out in Clauses 5.1, 5.2 and 5.3 have been met and the relevant Transmission instructions have been given.
5.6 In the event the Client submits Advertisement Material which does not comply with any of the requirements in this Standard Terms:-
5.6.1 RIM shall not be liable for any error or accidental misuse of the Advertisement Material during Transmission; or
5.6.2 RIM may cancel the booking and at its discretion impose 100% surcharge as if a cancellation had been made by the Client; or
5.6.3 RIM may dub and/or reformat the Advertisement Material into a format RIM requires for Transmission and the Client agrees to bear all costs, charges and expenses for such dubbing and/or reformatting work.
5.7 If RIM in its absolute discretion decides that the Advertisement Material is unsuitable, RIM shall notify the Client of an alternative schedule for provision of the Services and the Client shall submit alternative Advertisement Material in the terms of Clause 5.2.
5.8 Notwithstanding any other provision of this Standard Terms to the contrary, RIM reserves the right, in its sole and absolute discretion to:-
5.8.1 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 RIM shall be credited with such amount and may be utilised towards payment of subsequent bookings by the Client;
5.8.2 Fade, edit or cut the Advertisement Material or any part thereof which in the opinion of RIM contains unsuitable material but the Client shall remain liable to RIM for the charges payable hereunder or by virtue of the Agreement or
5.8.3 Refuse to transmit any Advertisement Material containing references to more than one product and RIM shall not be liable to the Client or otherwise for any reason whatsoever.
5.9 RIM shall store the Advertisement Material for up to four (4) weeks from the date of the last Transmission. The Client shall be liable for storage charges determined by RIM if the Advertisement Material is not reclaimed by the Client at the end of the four (4) week period. Unless otherwise instructed in writing by the Client and the Client pays the storage charges, the Advertisement Material may be destroyed by RIM if not collected for a period of four (4) weeks from the date of the last transmission without further reference to the Client. RIM shall not be held liable for any loss or damage whatsoever to the Advertisement Material or any other property of the Client however caused whether in the studios, in transit or during storage.
6.1 RIM shall use its best endeavour to provide the Services and where such Services requires Transmission, to use its best endeavours to make the Transmission in accordance with the Transmission Schedule confirmed by RIM but RIM makes no representation or warranty that the Transmission Schedule shall be adhered to.
6.2 In the event Transmission cannot be made in accordance with the Transmission Schedule on the day and in a segment of the rate arranged, RIM shall offer Transmission at some other time and/or some other date in the segment of the rate bearing comparable value as that originally booked. If the Client objects to the rescheduling of Transmission in this Clause 6.2, RIM shall be entitled to payment from the Client of fees and expenses reasonably incurred in respect of any Services then provided. In the event advance payment has been made by the Client, the Client’s account with RIM shall be credited with such amount (less such fees and expenses aforesaid) and may be utilised towards payment of subsequent bookings by the Client.
6.3 RIM reserves the right, in its absolute discretion to:
6.3.1 reschedule the Transmission Schedule if conflicts arise between products and programmes including programme content or as a result of bookings for sponsorship;
6.3.2 reschedule the Transmission Schedule to give precedence to broadcast of any priority matter including but not limited to government announcements or for broadcast of live programmes;
6.3.3 pre-empt any airtime booked for the Services; without being liable to the Client or any other party for any reason whatsoever.
6.4 The Client shall notify the Head of Suria Revenue of any technical errors or incorrect materials used in a Transmission by RIM within twenty-four (24) hours of that Transmission, failing which RIM shall be deemed to have complied with its obligations under this Standard Terms and the Agreement.
6.5 Notwithstanding any other provision of this Standard Terms to the contrary, RIM may, in its sole and absolute discretion and without waiving any other rights hereunder , elect to suspend, pre-empt or otherwise interrupt the Services under any one or more of the following circumstances:
6.5.1 As a result of the Services or the content thereof, RIM or any of its Affiliates is, or is threatened to be (a) indicted, (b) charged as a criminal defendant, (c) investigated by law enforcement or other governmental authorities or (d) otherwise subjected to any action or proceeding by any governmental entity or representatives thereof;
6.5.2 At the direction of any governmental entity, jurisdiction or representative thereof; or
6.5.3 To protect the overall health and performance of the Radio Station, including without limitation, any testing, repair, adjustment, reconfiguration of any component or equipment of the Radio Station, and in such circumstances, the suspension, pre-emption or interruption shall not amount to or be deemed as a default of RIM’s obligations pursuant to this Standard Terms. Upon resolution of the event giving rise to the foregoing suspension, pre-emption or interruption of the Services, and upon RIM receiving reasonable assurances from the relevant entities that such event will not again occur (in the sole and absolute discretion of RIM), then RIM shall discontinue the suspension, pre-emption or interruption of the Services.
6.6 All dates and times of Transmission shall be recorded in a transmission log maintained by RIM. The contents of this transmission log shall, in the event of any dispute whether in respect of the Client’s account or otherwise except in the case of manifest error, be taken as final and conclusive proof of such Transmission.
6.7 All programme content on the Radio Station and the time of Transmission of such programme shall be entirely within the discretion of RIM and RIM shall not be liable to the Client for any failure to transmit any programme advertised in any publication or failure to transmit any programme at an advertised time.
6.8 The Client irrevocably authorises RIM and its associates (but RIM and its associates are not obliged) to broadcast or distribute the content of the Services (where relevant) on the Radio Station by any medium of carriage into any jurisdiction at any time and from time to time, and in the event RIM and its associates do so, the Client’s warranties and indemnities and rights in this Standard Terms shall mutatis mutandis extend to the broadcast or distribution of the same. For the avoidance of doubt RIM shall not be obliged to account to the Client for any profits, revenue or gains made from such broadcast and distribution of content on the Radio Station.
- Intellectual Property Rights
7.1 The Client acknowledges that all copyright, design rights and any other rights in the product of the Services provided by RIM excluding any Advertising Material provided by the Client shall remain the sole and exclusive property of RIM and this Standard Terms and the Agreement do not purport to grant, assign or transfer any rights to the Client.
7.2 In the event that the Client wishes to use any material/product arising from the Services of RIM for any purpose other than for the provision by RIM of the Services, then the prior written consent of RIM shall be required, together with an additional payment to be agreed between the parties.
7.3 The Client acknowledges that RIM shall be entitled to exploit any material created by RIM under this Standard Terms provided that all references to and any confidential information and material provided by the Client are deleted.
7.4 The Client acknowledges that RIM asserts its moral rights generally in respect of the product of the Services under this Standard Terms and the Agreement including any documents, artwork, and other material and in particular to be reasonably, prominently and clearly identified on all copies in all media. RIM asserts the right to object to derogatory treatment of its work provided in the Services whether addition to, deletion from, or alteration or adaptation which is a distortion or mutilation or is otherwise prejudicial to the honour or reputation of RIM.
7.5 Save as expressly provided in the Agreement, the provisions herein and in the Agreement shall not by implication be deemed to grant a licence to the Client to use the trademarks of RIM (collectively “Trade Marks”) in any form of activity. The Client understands and agrees that monetary damages will not be sufficient to avoid or compensate for the unauthorized use of the Trade Marks and that injunctive relief would be appropriate to prevent any actual or threatened use of such Trade Marks.
- Rate Structure
8.1 Unless otherwise agreed between RIM and the Client, the Rates charged for the Services shall be as set out in the Rate Card, as may be amended from time to time by RIM. A copy of the latest Rate Card of RIM is available herein (https://www.suria.my/pakej-pengiklanan/).
8.2 RIM reserves the right to change the terms and conditions herein and/or Rates applicable to bookings already made or in executed Agreements with two (2) weeks’ written notice to the Client. The Client shall, by serving written notice to RIM within seven (7) Business 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 the Services or parts thereof to be performed only after the end of RIM’s notice of change period.
8.3 The provision of this Clause 8 shall be without prejudice to any special arrangements made by the parties in respect of the Rates.
As far as the Client is aware, none of the Client and its directors, officers, employees, other representatives, or any persons or entities acting on its behalf including but not limited to any contractors or sub-contractors (“Representatives”) has violated any applicable Anti-Corruption Laws (means laws, regulations or orders relating to anti-bribery or anti-corruption (governmental or commercial), which apply to the Client; which may include, without limitation, the Malaysian Anti-Corruption Commission Act 2009, the Malaysian Penal Code and all national and international laws enacted to implement the Organization for Economic Co-operation and Development (OECD) Convention on Combating Bribery of Foreign Officials in International Business Transactions); and neither the Client nor any of its Representatives has, prior to entering into the Agreement or any agreement entered into in connection with the transactions contemplated by the Agreement, in violation of the applicable Anti-Corruption Laws, offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any government official or to any person under circumstances where the Client or any of its Representatives knew or ought reasonably to have known (after due and proper enquiry) that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to a person:
(a) For the purpose of: (i) influencing any act or decision of a government official in their official capacity; (ii) inducing a government official or any person to do or omit to do any act in violation of their lawful duties; (iii) securing any improper advantage; (iv) Inducing a government official to influence or affect any act or decision of any governmental authority; or (v) assisting the Client or any of its Representatives in obtaining or retaining business for or with, or directing business to, the Client or any of its Representatives; or
(b) In a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage.