1.1. These Terms and Conditions contained herein shall apply to all agreements entered into between the Publisher and the Merchant, whether or not the Insertion Order form, or any other documents, which the client signs make reference to these terms.
1.2. In these Terms and Conditions, the following expressions refer to the respective meanings unless otherwise stated: "Publisher" refers to Butler Tech Group Pte Ltd (hereinafter called “Butler Tech”). Butler Tech is a company incorporated in Republic of Singapore, and having its registered office at One George Street, #10-01, Singapore 049145."Merchant" refers to the person and/or company as identified on the Insertion Order."App" refers to all the applications under Butler Tech (such as CityButler™, ButlerPad™, CondoButlers™ and SGButlers™), which Butler Tech is the owner of the App, unless otherwise stated in the Insertion Order. "Campaign" refers to the applications under Butler Tech for the duration as specified on the Insertion Order."Insertion Order" refers to the Insertion Order Form to which these terms and conditions apply.
2.1. The Merchant warrants that it has the rights to publish the contents of the advertisement, without infringement of any rights of any third party including, without limitation, intellectual property rights.
2.2. The Merchant shall be fully responsible for the terms of any contracts for the sale of goods and/or services to customers who have seen the advertisement displayed on the App and agrees to indemnify the Publisher against any expenses, damages and/or losses of any kind incurred by the Publisher in relation to any claim, action, demand or proceedings brought against the Publisher arising from any such contracts entered into for the purchase of the advertised goods or services.
2.3. The Merchant agrees to indemnify the Publisher against any and all expenses, damages and losses of any kind incurred by the Publisher, in connection with any claims of any kind, (including breach of contract, any claim of trademark or copyright infringement, libel, defamation, malicious falsehood, breach of confidentiality, false or misleading advertising or sales practices) arising from the advertisement.
3. Provision of Advertising Materials
3.1. The Merchant agrees to provide the Publisher with all the materials for the advertisement, including but not limited to, images or other media of suitable quality and size as required and defined by the Publisher in the Insertion Order. The Publisher shall not be required to publish such advertisement outside of the stated requirements. The Merchant is solely responsible to ensure advertisements provided to the Publisher do not contain anything that is defamatory, obscene, false or misleading.
4. Campaign Acceptance
4.1. The acceptance of the Campaign is subject to available space and receipt of a signed Insertion Order by the Publisher. The Publisher shall use every reasonable effort to comply with the Merchant's wishes.
4.2. The Publisher shall promptly notify the Merchant by email when advertisement has been made live on the App. The Merchant shall also promptly inform the Publisher within reasonable effort and period, of any inaccuracies with the delivery of the advertisement.
5. Terms of Payment
5.1. Upon signing this Agreement, the new Merchant agrees and shall pay the Publisher a deposit amount that is mutually agreed upon and defined in this Agreement.
5.2. The new Merchant shall pay the Publisher for their first Campaign prior to the launch of Campaign and shall be issued an invoice to that effect.
5.3. The existing Merchant will be invoiced as appropriate to their Campaign. Unless otherwise agreed in writing, payment terms shall be net thirty (30) days from the date of invoice. If payment is not made on the day the invoice becomes due, the Merchant agrees to remove their Campaign from the App, and shall be invoiced for the value of Campaign that has been served to date plus an additional amount for administration (equivalent to 20% of the revised invoice amount).
6. Cancellation Policy
6.1. Merchant may cancel any Advertisement if stated in writing. However, the Publisher shall not be bounded by any liability, including but not limited to, refunding of paid advertisements.
7. Campaign Renewal
7.1. Unless otherwise agreed in writing, the Publisher, in its discretion, shall procure the rights to any renewal of the Campaign and/or any acceptance of further Campaign. The rates applicable to such renewal periods, if any, are subject to change by the Publisher from time to time.
8. Limitation of Liability
8.1. If the Publisher fails to publish any advertisements or deliver the impressions specified in the Insertion Order within the agreed time period, the Publisher's liability shall be limited to either:
8.1.1. The Publisher shall exercise reasonable efforts to publish the advertisement or a replacement advertisement (if provided by the Merchant) in the positions agreed in the Insertion Order.
8.1.2. Or in alternative positions, within reasonable period of time, the Publisher shall generate a number of substitute impressions of equivalent monetary value to the shortfall arising from the failure to publish any advertisements or deliver the impressions specified in the Insertion Order.
8.2. In no event shall the Publisher be responsible for any tort, negligence or otherwise stated below in connection with the Insertion Order:
8.2.1. loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or
8.2.2. any indirect, consequential, special or economic loss of any kind; in related to any failure to publish any advertisement or publish of advertisement in a timely manner as specified in the Insertion Order.
8.3. The Merchant shall assume all liability for materials, features or works provided to the Publisher, under the Insertion Order, that are subsequently downloaded/viewed by any user of the App. Such materials shall not be (1) obscene, (2) in conflict with any health promotions such as no advertisement for alcohol, cigarettes, etc., (3) for gambling Apps which include lotteries, bingo, online pokers, etc., (4) containing any sexual images or sexual innuendo, including without limitation, the promoting of dating App; and/or (5) containing any cures, which, in the opinion of the Publisher deems uncertified by the Doctor.
8.4. In the event of any inconsistency or conflict between the Insertion Order and these Terms and Conditions, these Terms and Conditions shall prevail.
9. Governing Law and Jurisdiction
9.1. These Terms and Conditions, together with the Insertion Order, shall be governed by and construed in accordance with the laws of The Republic of Singapore, and the parties submit to the exclusive jurisdiction of the Singapore Civil and High courts.
10. Entire Agreement
10.1. These Terms and Conditions, along with the Insertion Order, and any other documents referred to herein (the 'Contractual Documentation') constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement.
10.2. The Parties agree to have entered into any Contractual Documentation without the reliance upon any warranty, representation, statement, agreement and/or undertaking of any kind, whether negligently or innocently, made by any person outside of this Agreement. The Parties shall not be entitled to any remedy for breach of the warranties, except for, breach of contract under the Terms in this Agreement. However, nothing in this Section shall limit or exclude any liability for fraud of the Parties; unless otherwise agreed and stated by the Parties in writing, to unconditionally and irrevocably waive any claims, rights or remedies that may otherwise be available.
10.3. Unless otherwise agreed and stated in the Insertion Order, by the Parties or representatives authorized by each of the Parties, any variations or modifications to this Agreement or any other documents shall not be valid.
11. Waiver and Severance
11.1. The failure by any Parties to exercise or enforce any rights at any time or period under the Terms shall not be construed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
11.2. If in any instance any provision of these Terms and Conditions shall be determined to be invalid or unenforceable under any court or administrative body of competent jurisdiction, such provision shall be invalid or unenforceable. The remaining provisions shall be given effect in accordance with their terms. The Parties agree to attempt to restate any provision declared invalid or unenforceable, to reflect as nearly as possible the meaning and essence of such provision without rendering such amended provision invalid or unenforceable.
1.2. 以下标号将表达各自列举的含义，除非各有说明：‘出版者’将代表Butler Tech Group Pte Ltd, 在此合同里将使用 ”Butler Tech”为交易名称。Butler Tech是在新加坡所注册成立，而公司的注册所在地是在One George Street, #10-01, Singapore 049145. ‘商家’将代表订购合同里所签订的各人和/或公司。 ‘应用程序’ 将代表所有在Butler Tech名下的所有应用程序 (例如 CityButler™, ButlerPad™, CondoButlers™ and SGButlers™). 而Butler Tech是应用程序的所有者，除非另有说明. ‘广告活动’ 将代表广告订购合同里所协议与签订的应用程序.‘订购合同’ 将代表所签订的广告订购订单. 所有条款也将被加入与订购合同里.
5.3. 已是伙伴的商家将会收到广告活动的发票。除非另有说明，商家必须从发票的日期开始，在三十天内使用新加坡元(Singapore Dollars)把宣传活动发票金额支付给出版商。如果没有在三十天的期限里支付宣传活动发票金额，商家同意取消广告活动。另外，商家也将会被给予他们所需用的宣传活动费用的发票和额外的行政费用发票（行政费用将是调正后的宣传活动费用的20%）。
8.3. 商家应当承担所有提供给出版商的材料，主要结构特点，或作品。根据合同，商家所提供的材料，主要结构特点，或作品将会被出版商的用户下载。 所提供的资料将不包含（1）任何猥亵内容，（2）与促进健康的题材有任何冲突，例如，不能有和酒精，香烟或其他有害健康的广告， (3)用于赌博有关的应用程序，例如，彩票，宾果游戏，在线扑克以及其他，（4）任何色情图片或性暗示， 例如，促进社交有关的应用程序，和/或 (5)任何出版商认为不符合医生许可的治愈。
10.2. 双方同意他们是在没有在被其他人诱导于任何保证，声明，协议或任何形式的承诺的情况下，无论是疏忽或是无心之失，同意了协议。双方将不得享有任何补救违约担保, 除非是为了违约本协议的条款而提出的赔偿。但是，这项条款将不能限制或排除任何欺诈责任，除非双方在用白纸黑字的情况下做出无条件及不可撤销地放弃可能以其他方式提供的任何主张，权利或救济的协定。