Advertising Terms & Conditions

1. Definitions and Interpretations

1.1 In these Standard Terms, the following words and expressions shall have the following meanings:

1.2 In these Standard Terms, unless the context requires or otherwise expressly specified:

1. words denoting the masculine gender shall include the feminine or neuter gender and vice versa;
2. words denoting singular number shall include the plural number and vice versa;
3. the headings of these Standard Terms are inserted for convenience only and are to be ignored in construing the provisions hereof;
4. references to Clauses, Schedules, Annexes, Appendices, Exhibits, are unless stated otherwise, reference to Clauses, Schedules, Annexes, Appendices, Exhibits of these Standard Terms, or if applicable, the Media Documents;
5. references to any statute, rule, regulation, order, directive shall be construed as references to such statute, rule, regulation, order or directive as respectively amended or re-enacted or as their operation is modified by any other statute, rule, regulation, order or directive;
6. all references to ASTRO, Agency and Client shall include their respective successors in title and assigns; and
7. no rule of construction or interpretation of contracts shall apply to the disadvantage of ASTRO because ASTRO is responsible for the preparation of these Standard Terms or any part of it.

2. Services

2.1 ASTRO agrees to provide the Services, as set out in the Media Documents and in accordance with these Standard Terms, to Client, in consideration for Client’s full payment of the Fee and full compliance with the terms and conditions of the Agreement. ASTRO shall not have any obligation to provide any Services, or part thereof, if Client fails to make full payment of the Fee or fails to comply with the terms and conditions of the Agreement.

2.2 All Services shall be utilised within the Service Utilisation Period and upon expiry thereof, any unutilised Services shall be automatically forfeited, and ASTRO shall have no obligation nor liability in relation to such unutilised Services. No extension of the Service Utilisation Period shall be permitted unless otherwise agreed upon by ASTRO in writing.

2.3 ASTRO makes no guarantees in relation to levels of impressions, page views, click-throughs or other similar statistics or measurements of performance (collectively referred to as "Measurements") of the Services. Where such Measurements are provided by ASTRO, Client agrees that such Measurements are the final and definitive measure of ASTRO’s performance in relation to any delivery obligations stated in the Agreement.

2.4 Where applicable, all additional spots stated in the Airtime Entitlement or extra tag-on spots reflected under the Sponsorship Benefits in the Media Documents will be scheduled on a "Run On Station" (ROS) basis at ASTRO’s sole discretion. Any extra tag-on spots scheduled by ASTRO which exceed the value of Client’s eligibility shall be deemed a discount to Client.

2.5 Where Client’s authorised third parties are permitted to submit and confirm bookings of airtime on behalf of Client under this Agreement, Client shall always remain responsible and liable for all payments and obligations under this Agreement.

2.6 Additional Terms for Online Services

1. ASTRO will use commercially reasonable efforts to provide Client with prior notification of any changes to the Platform(s) that would materially change the target audience or materially affect the size of placement of the Advertisement(s) specified in the Media Documents ("Notice of Change").
2. Subsequent to issuance of a Notice of Change, Parties shall in good faith negotiate and decide upon an alternate or comparable replacement within five (5) Business Days from receipt of such Notice of Change, failing which the affected Online inventory shall be immediately cancelled without penalty or liability to ASTRO.
3. ASTRO acknowledges that Clients may specify certain restrictions in the Media Documents in relation to placement of their Advertisement adjacent to content that promotes e.g., violence, racism, or pornography etc. ("Editorial Adjacency Guidelines") and in the performance of the Services, ASTRO will use commercially reasonable efforts to comply with any such Editorial Adjacency Guidelines. For Advertisement(s) that will appear on Platform(s) owned by a Media Partner, Client’s sole and exclusive remedy is (i) to request in writing that ASTRO remove such Advertisement and provide makegoods, or (ii) if no makegood can be agreed upon, issue a credit to Client equal to the value of such Online inventory, or (iii) for ASTRO not to invoice Client for such Advertisement. After Client notifies ASTRO that a specific Advertisement(s) is in violation of the Editorial Adjacency Guidelines, ASTRO shall make commercially reasonable efforts to correct such violation. Notwithstanding the foregoing, Client acknowledges and agrees that it will not be entitled to any remedy for violation of the Editorial Adjacency Guidelines resulting from (x) Advertisement(s) being placed at locations other than the agreed Platform(s), or (y) Advertisement(s) being displayed on Platform(s) that Client is aware, or should be aware, may contain content in potential violation of Editorial Adjacency Guidelines. For any page on the Platform(s) that primarily consists of user-generated content, ASTRO shall not be liable to Client in any manner whatsoever for failing to comply with the Editorial Adjacency Guidelines.
4. Where Client is using a Third Party Ad Server, ASTRO will not provide any bonus impressions. Permanent or exclusive placements will run for the specified period of time regardless of over- delivery, unless the Media Documents establishes an impression cap for Third-Party Ad Server activity. The Agency is obliged to immediately notify ASTRO that the guaranteed or capped levels stated on the Media Documents have been reached. If the Third-Party Ad Server cannot serve the Advertisement(s), the Parties may agree for ASTRO to serve the Advertisement(s) in other Online inventory used by ASTRO for its own or other’s Advertisement. In any event, ASTRO shall not be held liable for any expenses, damages and losses that may be incurred by Client arising therefrom.
5. In the case of an actual under-delivery, Client and ASTRO will use commercially reasonable efforts to agree upon the conditions of a makegood flight. If no makegood can be agreed upon, ASTRO may issue a credit to Client equal to the value of the under-delivered portion of the Media Documents. If the Media Documents contain CPA Deliverables, CPM Deliverable, CPL Deliverables, or CPC Deliverables, the predictability, forecasting and conversions for such Deliverables may vary and Client accepts that guaranteed delivery or even delivery, and makegoods are not available. For clarity, Client will be charged based on the actual Deliverables delivered.

2.7 Additional Terms for Third Party Ad Inventory Services

1. Where Client books Third Party Ad Inventory Services through ASTRO, such bookings will also be subject to the terms and conditions of such third party. Client agrees that ASTRO shall not in whatsoever manner be held liable or responsible for failure or default by the provider of such Third Party Ad Inventory Services or be held liable or responsible for any expenses, cost or damages arising from such bookings.

3. Advertisement Material

3.1 The Advertisement Material submitted by Client shall comply with the following requirements:

1. satisfy all technical, language and other requirements of ASTRO and any guidelines, rules, policy, instructions, notices and/or directions issued by ASTRO and/or any appropriate body, licensor, authority, from time to time;
2. comply with all applicable laws, by-laws, rules and regulations from time to time in force in Malaysia;
3. comply with the Content Code and any other advertising code or guidelines issued by the Malaysian Communications and Multimedia Commission or any other authority from time to time, including any amendments thereto;
4. comply with all requirements for consent and 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 right to use music in the Advertisement Material and Transmission of the Advertisement by ASTRO;
5. clearly labelled and marked, where applicable, with (a) name of Client, (b) name of Agency(ies), (c) name of Advertiser, (c) brand name of Product, (d) description of Product and (d) commercial title. If applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects; and
6. recorded audio shall be clearly labelled and marked with (a) audio track designations and language of the audio track (b) duration of the audio track, (c) date of recording, (d) particulars of producer and/or production house.

3.2 TV Advertisement Material

3.3 Online Advertisement Material

3.4 On-Ground Advertisement Material

3.5 If ASTRO has deemed in its sole and absolute discretion that the Advertisement Material is otherwise unfit or inappropriate, ASTRO may, without liability to Client: (a) refuse or decline to provide such Services until such Advertisement Material complies with all the requirements; (b) cancel the booking and impose a surcharge at its discretion under Clause 12 below as if a cancellation had been made by Client; (c) fade, edit or cut the Advertisement Material or any part thereof to ensure compliance but Client shall remain liable to ASTRO for the charges payable hereunder or by virtue of the Media Documents; or (d) request Client to resubmit such Advertisement Material.

3.6 Notwithstanding the foregoing, ASTRO reserves the right, in its absolute discretion to decline to transmit any Advertisement Material without reason and notify Client in writing of such event, and Client shall not be liable to pay for any Advertisement Material not transmitted. In the event advance payment has been made by Client, Client’s account with ASTRO shall be credited with such amounts and may be utilised towards payment of subsequent bookings by Client.

3.7 Client shall bear all cost and expenses for and related to the Advertisement Material, including but not limited to the production cost, translation fees, voiceover fees, music licensing fees and all other fees to obtain the necessary rights and clearances from third parties (if applicable).

3.8 If the Advertisement Material is not received by the Transmission Date, ASTRO does not guarantee full delivery of the Advertisement. Notwithstanding the foregoing, ASTRO shall have the right to begin charging Client, the Fee on a pro rata basis, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertisement Material is not received.

3.9 Client shall collect the Advertisement Material within fourteen (14) days from the last date of the Services being rendered, failing which, ASTRO may at its sole discretion, and without liability, destroy such Advertisement Material without further notice to Client.

3.10 Client acknowledges and agrees that ASTRO shall have the sole and exclusive right to include Content Recognition Identifiers into the Advertisement Material provided by Client and/or Advertisement Material produced/created by ASTRO for the purpose of providing the Services, in perpetuity or for as long as ASTRO solely deems fit. Client understands, acknowledges and agrees that the inclusion of such Content Recognition Identifiers by ASTRO will not in any way disrupt/change/affect the quality of the Transmission.

3.11 In the event of Client’s non-compliance with any of the requirements in this Clause 3:

1. ASTRO shall not be held liable for any loss and/or damage howsoever caused to the Advertisement Material or for any error or accidental misuse of the Advertisement Material;
2. ASTRO may cancel the booking and at its discretion impose a surcharge under Clause 12.

3.12 The Intellectual Property Rights of the Advertisement Material produced for the purpose of co- branding between ASTRO and Client shall be fully vested upon ASTRO.

3.13 In relation to scripts for the Advertisement Material in audio format:

1. All scripts provided by Client to ASTRO may be amended by ASTRO and are subject to ASTRO’s approval. Upon such approval, Client may proceed to record the script and deliver the recorded audio to ASTRO at least one (1) Business Day before the Transmission Date or provisioning of Services. Unless otherwise agreed in writing, the recorded audio material shall be in the form of:

   1. if Audio CD – 44100hz , 16 bit Stereo;
   2. if Wave – 44100hz , 16 bit Stereo;
   3. if MP3 – 256kbps or 320kbps Stereo.
2. If required, ASTRO may correct, dub, re-format or edit such Advertisement Material and in such case, Client shall bear all costs, charges and expenses incurred for such correction, dubbing, reformatting or editing.

3. For all scripts prepared by ASTRO for Client, detailed information must be provided by Client at least seven (7) days before the Transmission Date or provisioning of Services. Client has the right to approve, amend, and/or reject the script prepared by ASTRO within twenty-four (24) hours from the date the script is delivered to Client, failing which, ASTRO will not confirm the booking of the studio for the audio recording. The approved draft script shall be signed and affixed with Client’s company stamp and delivered to ASTRO by fax or email. If a new concept is proposed, Client acknowledges and agrees that ASTRO may not be able to produce and/or record such script in time for the original Transmission Date. Client acknowledges that the copyright in any scripts and/or sound recordings produced by ASTRO shall solely vest in ASTRO. Any repeat use of such script and/or sound recordings shall be subject to ASTRO’s prior written consent and payment as ASTRO may deem fit. During the recording session of the approved script, Client must be present at least fifteen (15) minutes before the recording. The recording must be done within the allocated time and ASTRO does not warrant the availability of the recording studio at any point of time. Client’s presence is required to give immediate and final approval on the final audio recording, including but not limited to the following:

   1. voice direction;
   2. voice pronunciation;
   3. music & sound effects; and/or
   4. final mix.
4. Client acknowledges and understands that any changes required after completion of the recording of the Advertisement Material (i) shall incur additional charges payable by Client, and (ii) may affect the original Transmission Date whereupon Client shall continue to be liable to pay for the Fee of any rescheduled Transmission Date.

4. Transmissions

4.1 ASTRO will endeavour to Transmit Advertisement Material at the dates and time booked and confirmed for the designated Platforms but ASTRO makes no representation or warranty that the dates and/or times of Transmission shall be adhered to.

4.2 Client shall notify ASTRO of any technical errors or incorrect materials used in an Advertisement Transmitted by ASTRO within two (2) Business Days of the Transmission, failing which, the Advertisement shall be deemed to have been correctly Transmitted.

4.3 ASTRO 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 Client shall indemnify ASTRO for any claims whatsoever arising therefrom.

4.4 The programmes available on all the Platforms, including the timing at which programmes are Transmitted shall be entirely within the discretion of ASTRO and ASTRO 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.

4.5 ASTRO reserves the right for whatever reason to cease or interrupt transmission of any of its programmes, channels or content on the Platforms without prior notice to Client.

5. Unavailability of Programme Titles for Sponsorships

5.1 ASTRO does not warrant that the agreed programme titles stated in the Media Documents for a sponsorship shall be available on the Transmission Date and ASTRO reserves the right to proceed with Transmission of the Advertisement Material for a different programme title in the event that ASTRO is unable to notify Client of the same for any reason beyond its control.

5.2 In such event, Client shall be liable to pay ASTRO for any Advertisement Material Transmitted pursuant thereto notwithstanding Client’s refusal or failure to endorse the change when informed.

6. Rejection of Client’s Product

Where Client has proposed for a Product to be used for sampling, general distribution to the public, as a contest prize or in advertisements or other promotional activities, ASTRO shall have the right, in its sole and absolute discretion, to reject such Product for any reason whatsoever and without any liability. If ASTRO accepts such Product, ASTRO shall not be held liable for any loss and/or damage howsoever caused to Client’s Product.

7. Third Party Ad Serving and Tracking (where applicable)

The Parties agree that where Third Party Ad Servers and tracking is used for the Services, Parties will adhere to industry guidelines such as the 4As/ IAB Standard Terms and Conditions for Interactive Advertising for Media Buys One Year or Less, as may be revised from time to time, and any other relevant industry guidelines issued.

8. Rescheduling and Suspension of Services

8.1 Notwithstanding anything to the contrary, ASTRO may, in its sole and absolute discretion, reschedule, suspend, pre-empt or interrupt the provision of Services, without liability, if any one of the following events occur:

1. Client fails to pay the Fee for the Services or breaches any of the terms and conditions of the Agreement;
2. the Advertising Material fails to comply to any instructions given by ASTRO;
3. it is in ASTRO’s opinion that the provision of Services is or may be in violation of any acts, statutes or laws, policy, rules and/or regulations, and/or order instructions, notices, and/or directives imposed/issued by the appropriate authority;
4. it is in ASTRO’s opinion that the provision of Services is or may breach the Intellectual Property Rights or alleged rights of a third party;
5. the provision of Services may result in or potentially result in any claim, charge, investigation, action, suit or proceeding (whether civil or criminal) asserted or instituted by a third party or governmental authority;
6. occurrence of any priority matter including but not limited to government announcements or for broadcast of live programmes;
7. technical failure;
8. testing, repair, adjustment, maintenance, reconfiguration of any component or equipment of the telecommunication infrastructure or digital platform; and/or
9. any other reason as ASTRO in its sole and absolute discretion deems fit.

8.2 ASTRO will endeavour to resume the Services as soon as possible once the above events have been resolved to the satisfaction of ASTRO in its sole and absolute discretion. Any advance Fee paid shall not be refunded during the period of suspension.

8.3 If Services can be resumed, ASTRO shall reschedule the Services on a date, time and Platform bearing the same value as the original booking. If such offer is not acceptable to Client, ASTRO shall not charge Client other than for any fees or expenses which ASTRO may have reasonably incurred in respect of any facilities arranged or provided which shall be paid by Client. In the event advance payment has been made by Client, Client’s account with ASTRO shall be credited with such amount and may be utilised towards payment of subsequent bookings by Client. Client shall have no claim against ASTRO in respect of such rescheduled transmission or non-transmission, as the case may be, and shall indemnify ASTRO against any claim by a third party in such respect.

9. Client’s Representations, Warranties, Covenants and Undertaking

Client represents, warrants, covenants and undertakes:

1. that it has the full power and authority to enter into and to perform this Agreement;
   
2. that the performance of the obligations and duties of this Agreement will not violate any agreement to which Client is a party or by which it is otherwise bound;
3. that it has and shall maintain all consents, permits, approvals, licenses and other statutory requirements (including those required by foreign or international law) applicable to carrying out Client’s business, and it has complied with all conditions and/or requirements involved in the carrying of such business;
4. that the Advertisement Material provided to ASTRO shall comply with all the requirements of this Agreement, applicable laws, by-laws and regulations governing the same, business carried out by Client and the provision of Services hereunder;
5. that it has obtained and paid in full for all the necessary consents, permits, approvals, licenses, from all the relevant bodies, authorities, licensors for the use of the Advertisement Material for the provision of the Services, and such Advertisement Material and provision of such Services shall not contravene any such consents, permits, approvals, and/or licenses. Client shall furnish copies of such consents, permits, approvals, and/or licenses and evidence of payment for the same, upon ASTRO’s request;
6. that all information furnished by Client to ASTRO in connection with or for the purpose of any of the Services provided hereunder are correct and accurate and are not false, misleading, deceptive, defamatory and/or unlawful and nothing herein shall imply any obligation on the part of ASTRO to verify the accuracy and authenticity of such information;
7. that it, or any of its Affiliates, are not subjected to any investigation, enforcement action, sanction or restriction by any governmental or regulatory body in or outside of Malaysia for any reason whatsoever, including but not limited to suspicion of committing offences under the applicable laws and regulations;
8. to pay the Fee in accordance with the terms and conditions of this Agreement;
9. to observe perform and comply with this Agreement, law, by-laws, rules, policy, instructions, notices or directions issued by ASTRO and/or any appropriate body, licensor, authority, from time to time;
10. to check the applicable rules, policy, this Standard Terms made available by ASTRO from time to time, and to make the necessary enquiries with ASTRO to understand and ascertain the nature of the Services subscribed or used by Client and the applicable Fee associated with the Services;
11. to insure and keep insured Client’s Advertisement Material and Product against all risks (including without limitation, fire flood, and other perils) up to the replacement value thereof and to ensure that all such insurance policies shall include a waiver by the insurer of its rights of subrogation against ASTRO and name ASTRO as a co-insured; and
12. to indemnify and keep ASTRO 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 its representations and 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 Client.

10. Force Majeure

10.1 Notwithstanding any other term and condition herein or in the Media Documents, ASTRO shall not be deemed to be in breach nor otherwise be liable to Client for any Force Majeure Event.

10.2 Upon the occurrence of a Force Majeure Event, the obligations of ASTRO and any period of time then running shall be suspended for the period of the Force Majeure Event plus such time as may be required to resume normality.

10.3 Without prejudice to Clause 10.2, if a Force Majeure Event results in ASTRO’s Transmission activities being restricted, curtailed or prevented, ASTRO may at any time, notwithstanding anything in these terms contained, forthwith terminate the Agreement without prejudice to ASTRO’s right to be paid by Client any monies due and owing by Client as at the time of such termination.

11. Rates

Unless otherwise agreed between ASTRO and Client in writing, the Services shall be provided in accordance with the Rates.

12. Surcharges

12.1 Cancellations

1. Subject to Clause 12.1(d) and without prejudice to any antecedent rights of ASTRO, and unless the Media Documents are non-cancellable, Client may cancel any Booking Confirmation Orders, Deliverables or other confirmed bookings upon giving written notice to ASTRO.
2. In such event, ASTRO reserves the right to claim the following surcharges from Client:
   

   Platform	Number of days from date of ASTRO’s receipt of written notice of cancellation to Transmission Date	Surcharge (% of Fee)
   TV	15 days or more	10%
   	Within 7 to 14 days	30%
   	Within 3 to 6 days	50%
   	2 days or less	100%
   Radio	30 days or more	10%
   	Within 14 to 29 days	50%
   	13 days or less	100%
   Digital	30 days or more	10%
   	Within 14 to 29 days	50%
   	13 days or less	100%

3. Any written notice of cancellation shall take effect upon actual receipt of the notice by ASTRO.
4. ASTRO may at its sole and absolute discretion allow the cancellation and rescheduling of certain bookings on the same designated Platforms to a date no later than thirty (30) days from the Transmission Date.

12.2 Unfulfilled Total Commitment Amount or Total Media Investment

1. For all Platforms, ASTRO reserves the right to impose a surcharge if the Total Commitment Amount or Total Media Investment is not fulfilled by the expiry of the Term as follows:
   

   Unfulfilled Total Commitment Amount or Total Media Investment	Surcharge on unfulfilled Total Commitment Amount or Total Media Investment based on the Rates
   20% or less	10%
   Between 21% to 40%	30%
   Between 41% - 50%	50%
   51% and above	100%

2. Such surcharge amounts together with any applicable taxes shall be paid to ASTRO within forty-five (45) days from the date of issue of ASTRO’s invoice.

13. Material and Property Liability

ASTRO shall not be held liable for any loss or damage whatsoever to the Advertisement Material or any other property of Client.

14. Record of Transmission

14.1 All dates and times of Transmission or Services will be recorded in the logs, reports, files or system maintained by ASTRO ("Transmission Record").

14.2 The contents in the Transmission Record shall, in the event of any dispute in respect of Client’s account, be taken as final and conclusive proof of such Transmission or provision of the Services, except in the case of manifest error.

15. Invoicing & Payment

15.1 General

1. Unless otherwise agreed in writing between the Parties, the following provisions in this Clause 15 shall apply and all invoices issued and payments made shall be in Malaysian Ringgit (RM).
2. Client acknowledges and agrees that non-receipt of any invoice shall not release Client from its obligations to pay ASTRO and it shall be Client’s responsibility to request from ASTRO for the invoice which it has not received for any given billing period.
3. All amounts payable by Client under the Agreement shall be made without any deduction, set-off or counterclaim.
4. In the event that Client is in default of payment for any Agreement, ASTRO reserves the right to appoint debt collectors, initiate legal action or take such other action to recover the same from Client and Client shall be liable to bear all costs and legal expenses incurred by ASTRO as a result thereof.
5. Client hereby agrees that any dispute in relation to the quality of the Services to be provided by ASTRO shall not be used as a ground or basis for the delay or non-payment of the outstanding Fee and/or other monies payable pursuant hereto.

6. If Client is an Agency, Client understands and agrees to the following:

   1. the Agency shall be jointly and severally liable with the Advertiser (or otherwise its principal) for all payments to ASTRO; and
   2. all fees due and payable must be settled notwithstanding the fact that the Advertiser or its principal refuses and/or neglects to pay the fees and/or all monies payable to the Agency.
7. ASTRO shall be entitled to charge and Client shall be liable to pay ASTRO late payment charges on any overdue Fee at the rate of 1.5% per month (or 18% per annum) with daily rests or such other rate as ASTRO may prescribe from time to time, calculated from the day following the due date thereof to the date of actual payment by Client of the full outstanding amount plus accrued interest.

15.2 Television

1. Client (save for an Accredited Client) shall make payments in respect of all invoices issued by ASTRO no later than seven (7) Business Days before the Transmission Date of the Advertisement Material for which the invoice is rendered, or in the event Client has been granted a Credit Account, within such period of credit granted by ASTRO, subject always to the due performance by Client of all terms and conditions of the Credit Account. Notwithstanding anything herein contained, Client may at its option, issue an on-demand, unconditional and irrevocable bank guarantee in favour of ASTRO, in a form and upon terms acceptable to ASTRO, no later than seven (7) Business Days before the Transmission Date as security for payment in respect of all invoices issued by ASTRO. In default of payment, ASTRO 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 surcharges under Clause 12 herein.
2. Save for Clause 15.2(c) below, an Accredited Client shall make payments in respect of the invoices no later than forty-five (45) calendar days from the date of ASTRO’s invoice.
3. In the event an Accredited Client fails to comply with the provisions of Clause 16.2(a), ASTRO may, after giving a warning in writing to the Accredited Client, require any future accounts to be dealt with in accordance with Clause 16.2(a). Further, ASTRO 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
4. Payments may be made via cash, cheque or wire transfer. Payments via wire transfer must be made to such bank account as ASTRO may from time to time specify in writing and shall be received in such account no later than noon on the relevant due date. Client shall as soon as possible despatch to ASTRO by way of email, facsimile or confirmation by 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 discounts payable shall be borne by Client. Notwithstanding the foregoing, ASTRO may apply any payments against invoices of its choice, at its absolute discretion.
5. In the event Client is an Agent, the Agent must bill the Advertiser (as its client) strictly in accordance with the Rates or otherwise as specified by ASTRO in accordance with ASTRO’s invoice.
6. Invoices issued by ASTRO and any statement signed by an officer of ASTRO shall (save for manifest error) be conclusive evidence of the amounts from time to time owing by Client to ASTRO under or in connection with the provision of the Services.

15.3 Radio and Digital

1. Unless otherwise agreed in writing by ASTRO, Client shall make full payment of the Fee including Government Indirect Tax within fourteen (14) days from the date of receipt of an invoice from ASTRO or before the provisioning of the Services, whichever earlier.

15.4 Disputed Invoices

1. If Client disputes an invoice issued by ASTRO, Client shall give written notice to ASTRO within seven (7) days from the date of receipt thereof specifying: (a) the entry and/or the amount in dispute, (b) the reasons why such entry and/or amount is disputed; and (c) any written records or documentary evidence supporting Client’s dispute.
2. Client hereby irrevocably agrees that in the event that Client fails to give ASTRO any notice in writing disputing any of the entries specified in an invoice within seven (7) days from the date of receipt thereof, then Client shall be deemed to have accepted the entries specified in the invoice as correct and accurate and such invoice shall be binding and conclusive evidence against Client of the correctness and accuracy of the entries specified therein and the amount due and owing by Client to ASTRO in a court of law, save for any manifest error.
3. Upon receipt of a written notification disputing any invoice, the Parties shall in good faith, settle the dispute.
4. For the avoidance of doubt, Client may only withhold payment on the disputed amount only and shall be required to make timely payments on all other invoiced amounts.

16. Tax

16.1 All amounts payable by Client under this Agreement are exclusive of any Government Indirect Tax (the payment of which is Client’s sole obligation) and Client shall pay to ASTRO a sum equal to the amount of such Government Indirect Tax under each invoice. If Client is required to deduct from any payment hereunder any value added or withholding taxes, service tax or imposts, duties or charges imposed on Client, ASTRO or otherwise howsoever, Client shall pay to ASTRO such additional sum so as to enable ASTRO to receive in full the payment that would otherwise have been payable to ASTRO.

16.2 Any amount that may be payable by ASTRO to Client pursuant to this Agreement shall be deemed to be inclusive of any Government Indirect Tax which is chargeable on the supply of such goods or services.

17. Intellectual Property Rights

17.1 Client, including its Affiliates, agrees that:

1. ASTRO is and shall remain the exclusive owner of its Intellectual Property Rights;
2. except for any Advertising Material produced, developed or created solely by Client, all Intellectual Property Rights in the concept, artwork, drawings, designs, audios, videos and/or any other product or material in any form and format develop, produced and/or created by ASTRO (collectively referred to as "ASTRO Works") shall belong solely and exclusively to ASTRO and shall not be considered as “works made for hire” unless explicitly stated otherwise in the Media Documents;
3. Client shall not use or publish any ASTRO Works in any manner or form, including on its own websites, platforms or social media pages; and
4. where the Services involve sponsorship of programmes on the Platforms, and unless otherwise stated, ownership of such programmes, together with all Intellectual Property Rights and any moral rights subsisting in such programmes, shall be vested in its entirety in ASTRO and Client waives all and any claims to such programmes.

17.2 If for any reason whatsoever a court of competent jurisdiction determines that the ASTRO Works belongs to Client, Client shall, upon ASTRO’s request, immediately execute, acknowledge, deliver and file any and all documents necessary to vest in ASTRO all rights allocated under this Clause or to transfer, perfect, obtain, confirm and enforce any such rights and will cause its personnel to do the same. Client hereby irrevocably designates and appoints ASTRO and its duly authorised officers and agents as its agent and attorney-in-fact, to act for and on its behalf, in the event ASTRO is unable, after reasonable efforts, to secure Client’s signature on any application for patent, copyright or trademark registration or other documents regarding any legal protection, to execute and file any such application or applications or other documents and to do all other lawfully acts to register, transfer, perfect, obtain, confirm and enforce patents, copyrights or trademarks or any other legal protection with the same legal force and effect as if executed by it. Upon transfer of such right, ASTRO may register the intellectual property to the ASTRO Works and any derivative work in the Territory and in any and all countries and jurisdictions and take such further steps as it deems fit to provide legal protection to intellectual property in relation to the ASTRO Works.

17.3 In the event that Client wishes to use any of the ASTRO Works for any other purpose other than the provision of Services by ASTRO under this Agreement, Client shall first obtain written consent from ASTRO and pay any additional fees as determined by ASTRO at its sole discretion.

17.4 ASTRO does not grant to Client any right to any of its trademarks ("ASTRO Marks"). ASTRO is the worldwide owner of the ASTRO Marks (whether registered or unregistered) and retains all right, title and interest in and to the ASTRO Marks.

17.5 Client grants to ASTRO a non-exclusive, royalty free, license to use Client’s trademarks, logos and brand name in the performance of the Services.

17.6 Client understands and agrees that monetary damages will not be sufficient to avoid or compensate for the unauthorized use of ASTRO’s Intellectual Property Rights and that injunctive relief would be appropriate to prevent any actual or threatened use of such Intellectual Property Rights.

18. Data Privacy

18.1 Pursuant to the Services and this Agreement, Client hereby undertakes that:

1. it shall fully comply with the provisions of the Data Protection Laws applicable to the Processing of Personal Data (as defined in the Data Protection Laws);
2. it shall immediately notify ASTRO in the event of any claim or complaint related to Personal Data or where there has been an alleged or actual event of non-compliance with the Data Protection Laws by Client, whether discovered by Client or forming the subject of an investigation and/or action by the relevant authorities; and
3. it shall have in place the appropriate technical and organizational security measures governing the Processing of Personal Data.

18.2 Client acknowledges that it has read, understood and agreed to the terms of the Privacy Notice available on the website at https://product.astro.com.my/privacy and consents to the processing by ASTRO of Personal Data of Client’s directors, officers, servants or its other representatives.

19. Confidential Information

19.1 A Party who receives Confidential Information ("Receiving Party") of the other Party ("Disclosing Party") undertakes that it shall at all times keep confidential the Confidential Information concerning the Disclosing Party. Receiving Party shall not, without the prior written consent of the Disclosing Party, use or disclose the Confidential Information to any person or third party, except as expressly permitted by this Agreement or where such disclosure is required by law or by the rules, regulations, directives or orders of any regulatory body or is made to the respective Party’s solicitors, accountants and other professional advisors as reasonably necessary and is subjected to confidentiality obligations which are substantially similar to that of this Agreement. Receiving Party will take reasonable precautions to protect and safeguard the confidentiality of the Confidential Information from disclosure to others, using the same degree of care used to protect its own Confidential Information.

19.2 Information will not be deemed as Confidential Information if such information:

1. is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party;
2. becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party;
3. becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or
4. is independently developed by the Receiving Party.

19.3 The obligations of confidentiality shall continue in effect notwithstanding the expiry or termination of this Agreement.

20. Indemnities by Client

Client shall indemnify and hold ASTRO, its officers, directors, employees, contractors, agents and assignees (collectively “Indemnified Parties”) harmless from and against any and all claims including and without limitation:

1. any and all claims, demands costs, expenses, losses, liabilities or damages (including but not limited to, legal fees on a solicitor and client basis, costs of investigation and cost of suit), of whatever kind or character, on account of any actual or alleged loss, injury or damage to any contestant, participant, any person, firm or corporation or to any property (collectively ”Claims”), arising from or in connection with ASTRO’s provision of the Services;
2. any Claims for libel, slander, invasion of privacy, or infringement of intellectual property, copyright, trademark, patent or other contractual or proprietary right, or any other tortious injury arising from the provision of the Services;
3. any Claims by a third party relating to the failure or interruption of, or defect in, the Services provided under the Agreement;
4. any Claims or dispute between Client and/or the Advertiser and any third party and/or any of Client’s and/or the Advertiser’s customers;
5. any Claims arising from the breach by Client of any obligations under this Agreement;
6. any Claims or disputes arising from any representation that Client makes to any third party with respect to ASTRO or the Services;
7. any Claims, whether civil or criminal, which ASTRO may suffer as a result or arising from the provision of the Services;
8. any Claims or dispute between Client and/or the Advertiser and any third party and/or any of Client’s and/or the Advertiser’s customers as a result of a violation of third party’s intellectual property rights; and/or
9. any Claims, fine, penalty or consequences arising from the breach of any laws or regulations of the Territory, including but not limited to censorship and advertising regulations, data protection laws as well as breach on the part of Client of any warranties, covenants, obligations and undertakings given by Client to any relevant government or quasi-government authority relating to the provision of the Services or by reason of ASTRO acting on behalf of Client, at the request and on the instructions of Client, in any correspondence or communications whatsoever with such authorities.

21. Limitations of Liabilities and Disclaimer

21.1 In any event, ASTRO shall not incur any liability for failure to provide the Services for any reason whatsoever including but not limited to:

1. a Force Majeure Event as provided in Clause 10;
2. delays, blackouts, and/or any errors in the provision of Services or any part thereof;
3. the loss of data, programmes or information or corruption of the data, programmes or information;
4. interference from other communication systems during the provision of Services whether through online, or on ground;
5. interruptions due to the maintenance of the equipment used to provide the Services;
6. non-performance, malfunction or failure of any equipment including but not limited to the facilities at All Asia Broadcast Centre or any other equipment or services or facilities utilised in the provision of Services, including such non-performance, malfunction or failure resulting to or connected with the failure, disruption or cuts in power supply; and/or
7. compliance by ASTRO with law, by-law, guidelines, rules, policy, court order, instructions, notices and/or directions, or any non-compliance thereof which may affect the provision of the Services hereunder.

21.2 Notwithstanding anything contained in these Standard Terms or elsewhere, ASTRO shall not be liable to Client or Client’s Affiliates, directors, employees, servants, agents, contractors, customers, licensors, licensees, invitees, contestant, participant and/or any other persons (collectively, the "Client Parties") for any death, personal injury and/or other mishap suffered by the Client Parties, and/or for any theft, loss or damage to any of the Advertisement Material, Product, Client’s property, equipment, programmes or any other goods or any part thereof in any way, whether cause by acts of God or any act, omission and/or negligence of ASTRO, its employees, personnel, contractors, servants and/or agents.

21.3 Client shall remain liable for violation of a third party’s Intellectual Property Rights, all death, personal injury losses, mishaps and/or damages suffered and/or sustained by any of the Client Parties as a result of any acts omission and/or negligence of the Client Parties, and to indemnify ASTRO and keep ASTRO indemnified against any claims, demands, actions, proceedings, prosecutions, loss, damages, fine, penalties, costs and expenses which may be made or instituted by such Client Parties or authority against or otherwise suffered or sustained by ASTRO in respect thereof.

21.4 ASTRO shall not be liable to Client for any loss of revenue, loss of profit, contracts, customers, goodwill or anticipated savings or profits, wasted expenditure, business interruptions or any direct, indirect, consequential, incidental, special, punitive or exemplary losses and/or damages whatsoever suffered, incurred and/or sustained by Client due to the breach, suspension, expiration or termination of this Agreement, act, omission and/or negligence of ASTRO, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, even if Client has been advised of the possibility of such damages.

21.5 ASTRO does not make any representations or warranties of any kind, whether oral or written, whether express, implied, or arising by statute, custom, course of dealing or trade usage, with respect to the subject matter hereof, in connection with this Agreement. ASTRO specifically disclaims any and all implied warranties or conditions of satisfactory quality, title, merchantability, fitness for a particular purpose, and non-infringement.

21.6 ASTRO’s entire liability for Advertisement deliverables on digital Platforms, including but not limited to the number of views, clicks, impressions on websites, social media pages and other online platforms shall be limited to:

1. an extension of the Advertisement’s duration on the relevant ASTRO’s digital Platforms; or
2. an issuance of credit for usages in other Advertisements or campaigns of Client and the amount of the credit shall be mutually agreed by both Parties in writing.

22. Termination

22.1 ASTRO may terminate this Agreement at any time for any reason whatsoever by giving seven (7) days’ notice.

22.2 ASTRO may forthwith terminate this Agreement if:

1. Client commits any breach of the terms and conditions of the Agreement, which is incapable of remedy, or if capable of remedy, such breach is not remedied within fourteen (14) days from the date of a written notice of such breach from ASTRO;
2. Client commits an act of bankruptcy or suffer the presentation of a petition for liquidation or winding up as the case may be;
3. Client makes any arrangement for the benefit of or enter into an arrangement or composition agreement with its creditors;
4. Client permits or suffers any execution proceedings levied on any of its properties, premises, goods, fixtures, fittings, equipment, chattels and affects;
5. there is a change of law, by-laws, regulations, guidelines, rules, policy, instructions, notices and/or directions imposed and/or issued by the appropriate authority; or
6. the circumstances under Clause 8 is prolonged and ASTRO deems, in its sole and absolute discretion, it necessary to terminate this Agreement.

22.3 The termination of this Agreement shall be without prejudice to any other rights or remedies of ASTRO.

23. Publicity and Information Concerning Advertisements

Client shall not, without the prior written consent of ASTRO, publish any information in connection with this Agreement or Advertisement Material between Client and ASTRO.

24. ASTRO’s Rights to Retain Copy

Client hereby grants to ASTRO the right to make a copy of the Advertisement Material for ASTRO’s records.

25. Consent under Credit Reporting Agencies Act

Client acknowledges and agrees that at any time for as long as Client has a trade relationship with ASTRO or where any dues remain unpaid and outstanding with ASTRO, ASTRO is authorised to obtain Client’s credit information as defined in Credit Reporting Agencies Act 2010 (“CRA”) from any registered credit reporting agencies.

26. General Provisions

26.1 ASTRO reserves the right to revise these Standard Terms from time to time and any such revisions can be accessed here: https://astromedia.com.my/advertising-terms-conditions/

26.2 In the event of conflict, unless expressly stated otherwise, the order of priority of the documents shall be as follows:

1. the Media Documents; followed by,
2. these Standard Terms.

26.3 Entire Agreement

The Parties agree that these Standard Terms, together with the Media Documents, if any, shall form the entire agreement between the Parties in relation to the Services and supersedes all prior communications, representations, understandings, and agreements, either oral or written and may not be modified, altered or changed except by an instrument in writing signed by the Parties.

26.4 Notices

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 Media Documents or to the other Party’s last known address in either Party’s record.

1. 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
   4. if by facsimile, on the day of transmission provided that the transmission report from the sender’s facsimile machine confirms that transmission is in full and without error.

2. A copy of any notice and/or demand shall be copied to ASTRO’s Legal Department at the following address:

   General Counsel
   All Asia Broadcast Centre
   Technology Park Malaysia
   Lebuhraya Puchong Sungai-Besi
   Bukit Jalil, 57000 Kuala Lumpur

26.5 Relationship of the Parties

ASTRO and Client are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between ASTRO and Client. Neither ASTRO 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.

26.6 Severability

If any provisions of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. In such event, the Parties shall use their respective best endeavours to negotiate and agree upon a substitute provision which is validly enforceable and achieves to the greatest extent the legal and commercial objectives of the prohibited provision.

26.7 Assignment

ASTRO reserves the right at any time to assign, novate or otherwise transfer this Agreement to its Affiliate or any third party without prior notice to or consent from Client. This Agreement may not be assigned, novated or otherwise transferred by Client.

26.8 Waiver

Any waiver of any term or condition of the Agreement by ASTRO 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.

26.9 Signatures and Counterparts

Original signatures transmitted and received via facsimile or other electronic transmission of a scanned document, (e.g., pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that of an original signature. Where signature is required, the Agreement or any other ancillary document thereto may be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one and the same document. Any modifications, edits or supplemental of the terms contained in the Agreement shall be mutually agreed in writing.

26.10 Legal Advice

Client acknowledges that it has been given and has had the opportunity to seek advice from independent legal counsel in relation to all the matters set out in the Agreement and confirms that any failure on the part of Client to appoint, or election not to appoint legal counsel shall not be raised as a defence in any dispute, and Client is not entitled to rely and shall not rely on any advice given by ASTRO, under and in relation to the Agreement.

26.11 Governing Law

The Agreement shall be governed by and construed in accordance with the laws of Malaysia and Client hereby irrevocably agrees to submit to the exclusive jurisdiction of the Malaysian courts.

26.12 Costs

Each Party shall bear its own costs of or in connection with the preparation and execution of this Agreement. The Client shall solely bear the stamp duty payable in respect of this Agreement.

27. Anti-Corruption Provisions

27.1 Client shall and shall procure that its Affiliates, subsidiaries or related agencies, persons associated with it and its Affiliates, subsidiaries or related agencies or other persons who are performing services in connection with this Agreement ("Associated Persons") undertake that:

1. it shall comply with all applicable laws, statutes, regulations, codes in Malaysia or any other jurisdiction relating to anti-bribery and anti-corruption ("Relevant Requirements");
2. it has not and will not in the future conduct, directly or indirectly make any offer, payment (including "kickbacks", i.e. making payments more than actual value of goods and/or undisclosed discounts and illegal "facilitation" or "grease" payments), gratuity, emolument, bribe, illicit gift, hospitality, investment opportunities, other illegal or unethical benefit, or promise to pay or give anything of value to any person, including any government official or family member or representative of such government official for the purposes of obtaining or retaining an improper advantage in business, or otherwise improperly benefit ASTRO’s business activities; or (ii) accept, and has not accepted, any payment, item, or benefit, regardless of value, as an improper inducement to award, obtain or retain business or otherwise gain or grant an improper business advantage from or to any other person;
3. it has in place anti-corruption policies, procedures and control measures which complies with the Relevant Requirements, including but not limited to ensuring all relevant employees, agents and sub-contractors undergo appropriate anti-corruption training or refresher training;
4. it shall, within a reasonable time, provide ASTRO such information and further written certification and documents as ASTRO may request from time to time to assist ASTRO to ensure compliance with all applicable anti-corruption laws;
5. in the event it is provided with a copy of ASTRO's Code of Business Ethics and Anti-Corruption Framework, it will forthwith communicate such documents to all persons acting on its behalf in connection with the Services, including agents or subcontractors;
6. it shall promptly notify ASTRO in the event that, at any time during the Term, there is any breach of this Clause, becomes aware of any such breach, or there is any changes of the circumstances, knowledge or awareness by Client or its Associated Persons; and
7. it shall permit ASTRO and its authorised representatives, on reasonable notice, to access and take copies of Client’s records and any other information held at Client’s premises and to meet ASTRO’s personnel to audit Client’s compliance with its obligations under this Clause and shall give all necessary assistance to the conduct of such audits.

27.2 Client shall indemnify ASTRO against any losses, liabilities, damages, costs (including but not limited to legal fees), and expenses incurred by, or awarded against, ASTRO, and shall hold ASTRO harmless from any claim, liability, fine or penalty, as a result of any breach of this Clause by Client or its Associated Persons.

27.3 If Client is found, or if in the sole and exclusive opinion of ASTRO, Client is deemed to have been found in breach of this Clause, then notwithstanding any penalties or other sanctions to which Client may be subject under the law of their country, or in other jurisdictions, ASTRO shall be fully entitled to terminate the Agreement with written notice with immediate effect. In the event of such termination, Client shall not be entitled to claim compensation or further remuneration, regardless of any activities or agreements with additional third parties entered into before termination.

27.4 Client shall give assistance and cooperation to ASTRO or its designated representatives in relation to any police, judicial or regulatory investigation or enquiry in relation to any suspected bribery or corruption. This Clause shall survive the termination or expiry of the Agreement.

28. Provisions Applicable to Specific Advertising Schemes Only