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General Terms and Conditions – Advertising
1. Definitions and Interpretation
1.1. In these General Terms and Conditions (T&Cs), the following defined terms shall have meanings given as follows, unless the context otherwise requires:
(a) “ACE” means Action Community for Entrepreneurship (ACE) Ltd. (UEN: 201419659M), a company limited by guarantee incorporated in Singapore, with a registered address at 67 Ayer Rajah Crescent, #04-16, Singapore 139950.
(b) “ACE Platform” means any platform or media owned, managed or controlled by ACE, including its publications (such as newsletters), website, online platforms (such as LinkedIn).
(c) “Advertisement” means any advertisement based on any Advertising Material placed on one or more ACE Platforms, according to the Agreement.
(d) “Advertiser” means the person that has entered into an Agreement with ACE, as specified in an Advertising Order Form.
(e) “Advertising Fee” means the fee (excluding any applicable taxes and charges) payable to ACE for the Advertisement as specified in Schedule 1 and amended from time to time by ACE.
(f) “Advertising Order Form” means an order form provided by ACE stating the specific terms of the Advertisement.
(g) “Advertising Material” means any materials (including photographs, designs, audio-visual clips, marks, personal data, and texts) provided to ACE for the purposes of publishing the Advertisement and according to the Agreement.
(h) “Agreement” means the agreement between ACE and Advertiser for the Advertisement as governed by the Advertising Order Form and these T&Cs.
(i) “Term” means the term of the Agreement, as specified in Clause 1.
1.2. Headings are for convenience only and do not affect the interpretation of the Agreement.
1.3. Unless the context otherwise requires, references to a singular number or entity include references to the plural number or entity and vice versa, and words denoting any gender include all genders.
1.4. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.5. Any reference to:
(a) clauses and schedules is to the clauses and schedules of the Agreement and references to paragraphs are to paragraphs of the relevant schedule,
(b) “day” means a calendar day,
(c) “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality),
(d) “$” or “dollars” refers to Singapore dollars, unless otherwise stated,
(e) “writing” or “written” includes email,
(f) a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and
(g) a statute or statutory provision shall include all subsidiary legislation, advisories, codes, guidelines, or similar materials made from time to time under that statute or statutory provision.
1.6. Any words following the terms “including”, “in particular”, “such as” or any similar expression are illustrative and shall not limit the sense of the words preceding such terms.
1.7. The Agreement will not be construed in favour of or against any party by reason of that party’s or its professional advisors’ participation in its preparation.
1.8. Unless otherwise stated, all defined terms in these T&Cs have the same meanings as such terms in the Advertising Order Form.
1.9. If any term of these T&Cs conflict with any term of the Advertising Order Form, the term of the Advertising Order Form will prevail.
2. ACE’s Rights
2.1. ACE is entitled to:
(a) all editorial control and final decision-making over the publication of any Advertisement;
(b) revise the Advertising Fee periodically without prior notice;
(c) withdraw the Advertisement if it deems in its sole discretion that the Advertising Material is unlawful, unfit or otherwise inappropriate for ACE’s audience;
(d) alter the publication date of any of its newsletters without prior notice; and
(e) amend its advertising guidelines periodically without prior notice.
3. Advertising Fee and Overdue Charges
3.1. The Advertiser shall pay ACE the Advertising Fee in full via bank transfer (unless otherwise prescribed by ACE) according to the payment schedule as follows:
(a) for Advertisements to be published on ACE’s LinkedIn Page (or such other online platform), at least 14 days before the publication date of the Advertisement;
(b) for Advertisements to be published on ACE’s corporate newsletter (or such other ACE corporate print publication), at least 30 days before the publication date of the Advertisement; and
(c) for Advertisements to be published as a newsletter dedicated to the Advertiser (or such other dedicated print publication), at least 45 days prior to the Advertisement’s publication date.
3.2. Without limiting ACE’s other rights and remedies, the Advertiser will be charged an administrative fee of $50 plus interest at 1% per month on all overdue balances.
4. Cancellation Policy
4.1. If the Advertiser wishes to cancel an Advertisement, the Advertiser shall notify ACE promptly in writing and any refund by ACE shall be subject to Clauses 4 and 9.
4.2. The Advertiser is not entitled to any refund if it cancels the Advertisement:
(a) to be published on ACE’s LinkedIn Page (or such other online platform), and notice of cancellation is given to ACE less than 5 days prior to the Advertisement’s publication date;
(b) to be published on ACE’s corporate newsletter (or such other ACE corporate print publication), and notice of cancellation is given to ACE less than 14 days prior to the Advertisement’s publication date; and
(c) to be published as a newsletter dedicated to the Advertiser (or such other dedicated print publication), and notice of cancellation is given to ACE less than 30 days prior to the Advertisement’s publication date.
4.3. Subject to this Clause 4, ACE will process any refund within 1 month of receiving any notification for cancellation of the Advertisement or termination of the Agreement.
5. Submission of Advertising Materials
5.1. The Advertiser shall submit the Advertising Materials to ACE via Google Forms (unless otherwise prescribed by ACE) at least 21 days prior to the Advertisement’s publication date.
5.2. Unless otherwise prescribed by ACE, any image file must be sent in .jpg or .png format, in the following ratio:
(a) 1:1 square image
(b) 4:5 portrait image
5.3. The Advertiser shall ensure that each Advertising Material complies with the advertising guidelines issued by ACE and accepts that ACE may make any necessary editorial change to the Advertising Material it deems fit to comply with such guidelines in producing the Advertisement.
6. Grant of Licence
The Advertiser grants ACE a worldwide, non-exclusive, royalty-free and transferrable licence during the Term to use, publish or otherwise communicate to the public (and permit its contractors and agents to do so) its intellectual property (including any relevant trade mark and copyrighted materials) in the Advertising Material for the purposes of publishing the Advertisement or otherwise to give effect to the Agreement.
7. Advertiser’s Warranties and Indemnities
7.1. In relation to any Advertising Material, the Advertiser represents and warrants to ACE that:
(a) the Advertising Material does not promote or publicise any product or activity that is prohibited under Singapore law (including the Singapore Code of Advertising Practice) and in particular, does not concern any religious or political event;
(b) the Advertising Material is the property of the Advertiser or that it has obtained all necessary licenses, consents, and such other approvals from all persons (including all proprietors and licensees of the intellectual property therein) to publish the Advertisement;
(c) the Advertising Material if provided to ACE electronically is secure and free from viruses and other malicious codes;
(d) that the use, publication and/or communication of any Advertising Material by ACE will not:
(i) infringe any intellectual property, personal data, or any other right of any person anywhere;
(ii) constitute defamation of any person anywhere; and
(iii) violate the laws of Singapore or any jurisdiction in which it is to be used, published and/or communicated.
7.2. The Advertiser shall at all times indemnify and hold harmless ACE and all its contractors, agents and employees fully from and in respect of any and all liabilities, losses and expenses incurred by ACE or any of its contractors, agents and employees caused by or arising from:
(a) any breach of any of the obligations and warranties of the Advertiser under the Agreement; or
(b) any claim, action or proceeding against ACE or any of its contractors, agents and employees by any person:
(i) for defamation or infringement of any rights of such person by reason of the publication of any Advertisement or of any retraction or apology of ACE or the Advertiser with respect to any matter contained in the Advertisement; or
(ii) to recover any amount with respect to the damage, destruction or loss of any material delivered to ACE for the publication of any Advertisement.
8.1. ACE may terminate the Agreement for any reason whatsoever by giving not less than 5 days’ written notice to the Advertiser.
8.2. Without affecting any other right or remedy available to it, any party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Agreement that is incapable of being remedied in the reasonable opinion of the first-mentioned party;
(b) the other party commits a material breach of any term of the Agreement (including the payment of any sum due) and fails to remedy that breach within a period of 14 days after being notified to do so;
(c) the other party enters into any composition or arrangement with its creditors or has a receiver appointed over any of its assets or is the subject of any resolution, petition or court order for winding up or judicial management (other than for the purpose of amalgamation or reconstruction); or
(d) the other party ceases or threatens to cease carrying on business.
9. Consequences of Termination
9.1. On termination of the Agreement for any reason:
(a) all licences and benefits granted under the Agreement shall immediately terminate;
(b) each party shall return and make no further use of any materials and other items (and all copies of them) belonging to the other party; and
(c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
9.2. If ACE terminates the Agreement under Clause 1, ACE will refund the amount of the Advertising Fee pro-rated according to the number of unpublished Advertisement to the Advertiser.
For example, if ACE has received $400 for 2 Advertisements to be posted on ACE’s LinkedIn Page and ACE has published the first Advertisement and terminates the Agreement before the scheduled date of the second Advertisement, ACE will refund $200 to the Advertiser.
9.3. To avoid any doubt, if ACE terminates the Agreement under Clause 2, the Advertiser is not entitled to any refund of any Advertising Fee.
10.1. All notices, demands or other communications made under the Agreement to the Advertiser may be delivered personally, sent by prepaid registered post or sent by email to the Advertiser to the address or email address stated in the Advertising Order Form or to such other address or email address as may be notified to ACE by the Advertiser.
10.2. All notices, demands or other communications made under the Agreement to ACE may be delivered personally or sent by prepaid registered post to the last known address or sent by email to the last known email address.
10.3. Any notice, demand or communication so addressed under this Clause 10 shall be deemed to have been duly served 48 hours after posting if made by letter to or from an address within the country of dispatch, 7 days after posting if made by letter to or from an address outside the country of dispatch, and immediately if sent email.
10.4. Unless stated otherwise, all notices, demands or other communications made under the Agreement must be in writing in English.
11. Limitation of Liability
11. 1. This Clause 11 sets out the entire liability of ACE (including any liability for the acts or omissions of its employees, agents and contractors) to the Advertiser:
(a) arising under or in connection with the Agreement; and
(b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
11.2. ACE shall not be liable the Advertiser’s (and its employee’s, agent’s and contractor’s) access to or reliance on any third-party content or sites that are directly or indirectly linked to any ACE Platform.
11.3. Except as expressly provided in the Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
11.4. ACE shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under the Agreement.
11.5. ACE’s total aggregate liability in contract (including in respect of the indemnity under Clause 7), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the amount actually received under the Agreement by ACE from the Advertiser during the 12 months preceding the date on which the claim arose.
12. Personal Data
12.1. Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force relating to the use of personal data, including the Personal Data Protection Act 2012 (“PDPA”). This clause is in addition to, and does not reduce, remove or replace, the parties’ obligations arising from such requirements.
12.2. The Advertiser shall ensure the accuracy of any and all personal data (as defined in the PDPA) it furnishes to ACE, and agrees and undertakes to ACE that:
(a) it will at all times comply with all applicable data protection laws in connection with any personal data; and
(b) it shall have done all things necessary (including providing all required notifications and obtaining all necessary consents of data subjects) to ensure that the processing of the personal data by ACE and its intermediaries will not contravene any such laws and regulations.
(a) performing the services requested by the Advertiser in connection with the Agreement; and
(b) communicating with the Advertiser regarding any matter concerning the Agreement.
13.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 2.
13.2. Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 13; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.
13.4. “Confidential information” includes:
(a) any information that would be regarded as confidential by a reasonable businessperson relating to:
(i) the business, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party, and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and
(b) any confidential information developed by the parties in the course of carrying out the Agreement.
13.5. This Clause 13 survives termination of the Agreement, however arising.
14. Force Majeure
14.1. No party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement (except for payment of monies) if such delay or failure results from an event of force majeure or such other circumstances or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 30 consecutive days, ACE may terminate the Agreement by giving 14 days’ written notice to the Advertiser.
14.2. The expression “event of force majeure” shall include fire, flood, casualty, lockout, strike, labor dispute, industrial action of any kind, national calamity, pandemic, epidemic, riot, act of God, the enactment of any act of Parliament, governmental action, or the act of any other legally constituted authority, and any cause or event arising out of war.
15.1. Assignment: No party may assign any of its rights or obligations under the Agreement without the prior written consent of the other parties.
15.2. Counterparts: The Agreement may be executed and delivered in separate counterparts, each of which when so executed and delivered will be an original but all such counterparts will together constitute one and the same instrument. Any party may enter into the Agreement by signing any such counterpart and each counterpart will be as valid and effectual as if executed as an original.
15.3. Entire agreement: The Agreement constitutes the whole agreement between the parties as to the subject matter of the Agreement to the exclusion of any terms implied by law that may be excluded by contract and supersedes and extinguishes all previous correspondence, negotiations, drafts, representations, warranties and undertakings (if any) between the parties concerning the subject matter hereof, whether written or oral.
15.4. Further assurances: Each party shall, and shall use their reasonable endeavours to procure and ensure that any necessary third party shall, from time to time execute such documents and perform such acts and things as may reasonably be required to give effect to the Agreement.
15.5. Governing law and jurisdiction: The Agreement shall be construed according to the laws of the Singapore (excluding the application of its conflict of laws rules) and each party submits to the exclusive jurisdiction of the Singapore courts all disputes arising out of the Agreement, including any question relating to its existence, validity or termination.
15.6. No partnership: Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
15.7. No waiver: No waiver of any breach of any term of the Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof and no waiver shall be effective, unless made in writing and signed by an authorised representative of the waiving party.
15.8. Severance: If any term in the Agreement is held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties. If it is not possible to delete or modify the provision wholly or partly then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of the Agreement and the remainder of the Agreement will, subject to any deletion or modification made, continue unaffected.
15.9. Third-party rights: A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce it.
15.10. Variation: No variation of the Agreement will be effective unless it is made in writing, refers specifically to the Agreement and is duly executed by all parties.