Big Big Channel Limited
General Terms and Conditions
All Bookings (as defined herein) submitted shall be subject to these General Terms and Conditions
A1.1 In these Conditions, unless otherwise expressly provided, the terms contained herein, the initial letter of which is capitalized, shall have the following meanings:
“Advertiser” means a person, firm or company which has placed Booking(s) with the Company or has authorized its “Advertising Agent” to place Booking(s) with the Company. The term shall also mean and include the Advertiser’s successors in title and assignees. Advertiser, together with its “Advertising Agent” are jointly and severally responsible for all payments due to the Company.
“Advertising Agent” means a person, firm or company which has placed Booking(s) with the Company on behalf of an Advertiser and who/which agrees to be bound by these Conditions, and to be jointly and severally together with the Advertiser for all sums due to the Company. An Advertising Agent appointed by the Advertiser shall be deemed to have full authority to act on all matters connected with the placing and changing of Booking(s) and the approval or amendment of Materials. The Company reserves the right to accept or reject the Advertising Agent appointed by the Advertiser at its complete discretion. The term shall also mean and include the Advertising Agent’s successors in title and assignees.
“Booking” means any request, agreement, purchase order or contract for the purchase of advertising spaces, facilities or other services made by the Advertiser and/or the Advertising Agent with the Company subject to the Conditions.
“Codes of Practice” means the Generic Codes of Practice on (a) Television Advertising Standards; (b)Television Programme Standards; (c) Television Technical Standards and (d) any other standards, directions and regulations, issued and amended by the Communications Authority of Hong Kong Special Administrative Region from time to time.
“Company” means Big Big Channel Limited.
“Conditions” means the General Terms and Conditions contained herein and as amended from time to time.
“Materials” means any materials including but not limited to data, footages, recordings, clippings, films, pictures, photographs, slides, computer graphics, scripts, music, lyrics, sound recordings, any content of advertising or promotional materials and the Product itself used to promote or advertise the Product.
“Product” means the goods, services or other subject matters that the Advertiser wishes to promote or advertise.
“Rate Card” means the prevailing rate card published by the Company containing the Rates and such other terms and conditions governing the sale of advertising spaces, facilities or other services..
“Rates” means the rate of charges determined by the Company from time to time as applicable to any Booking.
“Site” means the Apps or Website or any media platform operated and/or represented by the Company on which the Materials will be incorporated.
“Station” means Television Broadcasts Limited which is a licensed commercial terrestrial television broadcaster providing channels of services including Jade, Pearl, iNews, J2 and J5.
A1.2 In the Conditions, unless the context otherwise requires, words importing the singular includes the plural and vice versa; words importing natural persons includes firms and corporations; and words importing the masculine gender includes the feminine gender and the neuter gender.
A2.1 By placing a Booking with the Company, the Advertiser and/or the Advertising Agent, jointly and severally, accepts and agrees to be bound by the terms stated in the Booking, the Conditions, and the additional conditions stated in any confirmation of the Company as far as they are applicable to the Booking.
A2.2 Booking, once made and accepted by the Company, cannot be cancelled or withdrawn by the Advertiser and/or the Advertising Agent without the Company’s written approval.
A2.3 No Booking, or its subsequent change thereof, shall be deemed to be accepted until it is acknowledged expressly in writing by the Company.
A3. Changes in Rates and Conditions
A3.1 The Company reserves the right to change its standard Rates or Conditions at any time by giving a three (3) months’ written notice to Advertisers and/or Advertising Agencies who have Bookings in force at the time. The Rates payable and the Conditions applicable shall be those in force at the time of displaying, but the Advertisers and/or the Advertising Agencies concerned shall, by serving written notice to the Company, within thirty (30) days of receiving notice of such change, be entitled to cancel any Booking outstanding to which the changed Rate or Conditions would otherwise be applicable.
A3.2 The Company reserves the right to announce special charges and conditions which shall pre-empt all normal Rates and Conditions from time to time for particular advertising packages. Whilst the Company will try the best endeavour to give notice to Advertisers and/or Advertising Agencies who have Bookings in force at the time, the Company shall be under no duty to give such notice. The Advertisers and/or Advertising Agencies concerned may, subject to availability, select other packages in the same rate class.
A4. Payment of Accounts
A4.1 The Advertiser and the Advertising Agent jointly and severally undertake to pay all rates and charges due to the Company for the Booking at least ten (10) days before display unless credit facility is granted by the Company to the Advertiser or Advertising Agent. If credit facility is granted, payment shall be made on or before the tenth (10th) day of the month following the presentation of monthly bills by the Company.
A4.2 In default of payment on the due date, the Company shall be entitled, without prejudice to any other remedy available to it, to refuse to show, display or transmit any Materials for that Advertiser and/or the Advertising Agent.
A4.3 An Advertising Agent’s discount of 15% of the cost related to media placement, sponsorship of Station-owned or procured programmes, and production will be given.
A4.4 Interest Charges: The Company reserves the right to impose on the Advertiser and/or the Advertising Agent an interest charge of 1.5% per month on overdue accounts.
A5. Warranties and Indemnities
Each of the Advertiser and the Advertising Agent warrants that
A5.1 All representations and statements in the Materials are true and correct and that no advice, formula or instruction in the Materials will if followed or implemented by any person cause injury loss or damage to that or any other person.
A5.2 No misleading or wrongful information is contained in the Materials.
A5.3 None of the Materials will contain any content which is obscene, indecent, defamatory or offensive.
A5.4 The Materials shall comply with the applicable Codes of Practice and all the laws and regulations of Hong Kong Special Administrative Region and shall not infringe on any third party’s copyright, trademarks, patents or any other proprietary or contractual rights.
A5.5 All consents and permissions required from third parties including without limitation public performance rights societies for the Materials have been obtained.
A5.6 It shall not make any statement (whether express or implied) that the Company endorses, approves or guarantees the performance, description or quality of any goods or services which are provided by the Advertiser in its business or advertisements.
A5.7 It shall indemnify and keep the Company indemnified against all actions, proceedings, costs (including legal costs on a full indemnity basis), damages, expenses, penalty claims, demands and liabilities arising from any breach of the above warranties by the Advertiser and/or Advertising Agent or in any manner whatsoever in consequence of the use, recording, telecasting, showing or displaying of any Materials or any matter supplied by, transmitted, shown or displayed for the Advertiser or the Advertising Agent, or arising from any breach of or non-compliance with any of the Conditions or any breach of warranties, representations or undertakings herein contained, including all costs incurred in obtaining advice on and dealing with threatened claims or proceedings whether or not actually brought or instituted.
A5.8 It shall also indemnify and keep the Company indemnified against all penalties imposed by the Communications Authority and/or any other regulators or authorities arising from the transmitting, showing or displaying of the Materials supplied by, or transmitted, shown or displayed for the Advertiser or the Advertising Agent. Upon request by the Company, the Advertiser and the Advertising Agent shall provide evidence to the Company in support of the accuracy and regulatory compliance of the Materials.
A6. Booking Termination by the Company
Notwithstanding anything herein contained, the Company may, at any time forthwith, terminate the Booking by notice in writing to the Advertiser or the Advertising Agent in the event that:
A6.1 the Company’s business or operation being terminated, restricted, curtailed, sanctioned or affected by any law, regulation or order of competent court or by any means beyond the control of the Company;
A6.2 due to liquidation, merger or acquisition or otherwise, the Advertiser or the Advertising Agent has no right or is restricted to require the Company to promote or advertise the Product under the Booking;
A6.3 the Advertiser ceases, threatens to cease or seems likely in the sole opinion of the Company to cease carrying on business;
A6.4 the Booking cannot continue due to any reasons beyond the reasonable control of the Company; or
A6.5 the Advertiser and/or Advertising Agent fails to pay any rates or charges to the Company or is in breach of any of its obligations, warranties or representations under the Conditions or other terms in the Booking.
Such determination shall be without prejudice to the liabilities of the Advertiser and/or the Advertising Agent for any sum due or accrued due to the Company for any materials display made or facilities or services supplied up to the time of termination. The Company shall have the right to recover from the Advertiser and/or the Advertising Agent all the sums due and any other relief. Upon termination of the Booking or expiration of the Booking, the Company shall be entitled to remove the Materials from the Site.
A7. Limitations of Liability
A7.1 To the extent permitted by law, the Company does not make any express or implied representation or warranty in relation to the operation, maintenance or standard of quality of the Site. The Company makes no warranty that the Site will be uninterrupted or error free.
A7.2 The Company further excludes any liability for:
(a) Any delay or postponement in performance of its obligations under the Booking caused whether directly, indirectly, wholly or partially, by matters beyond its reasonable control.
(b) Any direct or indirect or any consequential loss or damage or for any loss of profit or business suffered by the Advertiser and/or the Advertising Agent.
(c) Notwithstanding Clause A7.2, if the Company is found to be liable for any damage or loss, the Company’s liability in respect of each event or series of connected events in connection with the Booking, shall not exceed the rates and charges paid by the Advertiser and/or Advertising Agent to the Company under the same Booking.
A7.3 The Advertiser and/or the Advertising Agent shall not have any claim in any nature whatsoever against the Company for any rejection or amendment of the Materials, or suspension or non-performance by the Company provided in the Conditions and shall be liable for payment of the sums paid by the Advertiser and/or the Advertising Agent under the Booking.
A8. Scope of Agreement
The Conditions govern all Bookings made by the Advertiser and/or the Advertising Agent which, together with the Booking, shall represent the entire agreement between the parties. No representation or statement made by the Company shall be binding on the Company unless in writing and incorporated herein or in any document signed by the parties.
Any notice required to be given must be in writing and may be given either by post or by personal delivery or by facsimile or other acceptable means of communication. Notice will be deemed as duly served twenty-four (24) hours after posting or on the date of delivery or transmission.
A10. Governing Law
The Conditions and any Booking made shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region.
Digital Platform – Big Big Channel
B1. All General Terms and Conditions are applicable.
The display schedule specified in any Booking may not be modified, unless the Company agrees, and unless a minimum of four (4) week’s prior written notice is received by the Company from the Advertiser or the Advertising Agent and such notice is accompanied by a new display schedule acceptable to the Company. Should less than four (4) weeks’ notice be given, any such change, if accepted by the Company, will be subject to a surcharge. In any event, no change will be accepted which would reduce the overall monetary value of the Booking in force and the rates applicable at the time of actual display will be applied to the revised schedule.
B3.1 Once accepted by the Company for displaying on the Site, the Materials shall not be changed or modified by the Advertiser and/or Advertising Agent without the prior written approval of the Company.
B3.2 The Advertiser hereby:
(a) licenses and authorizes the Company, and to permit others authorized by the Company, to digitize, reproduce, make copies and adaptations of the Materials and to include and transmit the same on the Site for distribution over the Internet; and
(b) warrants and undertakes that it is (and shall remain throughout the continuance of the Booking) entitled to grant the licenses and authorizations provided for in Clause B3.2(a) above free of all liens, claims and encumbrances.
B3.3 The Company reserves the right at all times to:-
(a) reject the Materials or any part thereof and may not accept the Materials or any part thereof unless it is amended to the reasonable satisfaction of the Company;
(b) remove the Materials from the Site if circumstances arise which in the Company’s sole opinion makes such action advisable, appropriate and necessary.
B3.4 If any Materials, having been accepted by the Company, are subsequently determined to be unacceptable by any regulatory authority for displaying in the Site or the Company determines otherwise due to other circumstances or evidence arising which may affect the Company’s original acceptance of the Materials, the Company shall immediately cease to show or display the Materials and the Advertiser and/or Advertising Agent shall have no claim whatsoever for damages or otherwise in respect of such original acceptance, any advice sought or given by the Company, or non-showing of the Materials. The Advertiser and/or the Advertising Agent shall remain liable to the Company for the payment of Materials shown and the remaining entitlements booked with the Company. It is the duty of the Advertiser and the Advertising Agent to supply the Company with other Materials (either new or amended version which shall similarly be subject to the Conditions hereof) for the utilization of the remaining entitlements in the Booking.
B3.5 The Company will not show the Materials on the Site if, in the opinion of the Company which is conclusive, the Materials will likely:
(a) violate any applicable laws and regulations;
(b) infringe any intellectual property rights of any person or entity;
(c) be regarded as immoral, indecent or otherwise regarded as objectionable or undesirable from the general public’s perspective;
(d) cause the Company to be in breach any contractual, legal or fiduciary obligations; or
(e) intrude upon the right of privacy of any person or entity.
B3.6 The Company has no obligation to show or display any materials of any Product not specified in the Booking and confirmed by the Company.
B3.7 The Advertiser and the Advertising Agent shall fully indemnify and keep the Company indemnified against all actions, damages, claims, costs, expenses and demands suffered by the Company in connection with or arising from its use or showing of the Materials or any part thereof or its acceptance of the Booking.
B3.8 The Company reserves the right, at its absolute discretion, to do any act or thing in respect of the display of the Materials or part thereof (including the fading, editing or cutting thereof) which is found to contain unsuitable advertisement copy and the Company shall not thereby incur any liability for the display of any such Materials or part thereof, but the Advertiser and the Advertising Agent shall remain liable to the Company for the full payment of the Booking concerned.
B3.9 The Advertiser and the Advertising Agent acknowledge and agree that the Company may provide third party research companies with copies of the Materials for media and creative monitoring and such other purposes relating or incidental thereto.
B3.10 The acceptance of the Materials by the Company shall not affect the Advertiser and the Advertising Agent’s obligations, undertakings and warranties under the Conditions and shall not diminish any of the Company’s rights against the Advertiser and the Advertising Agent.
B4. Proof of Display
The Company’s record of display of the Materials shall be binding and conclusive. In the case of any dispute, a record certified by the Company, which is conclusive, will be provided to the Advertiser and/or the Advertising Agent as proof of actual display.
The Company does not warrant or guarantee that the Materials will be displayed or located in any particular position on the Site in any particular form or that the Materials are accessible at all times.
C1. All General Terms and Conditions are applicable.
C2. All intellectual property rights and any other rights in the Materials produced by the Company for the Product and all physical materials created in connection with the production of the Materials and the product of services of the Company in the Materials shall vest in and belong to the Company absolutely. All Materials and all physical materials contained therein produced by the Company for the Product shall not be supplied to the Advertiser and/or its Advertising Agent unless otherwise agreed between the Company and the Advertiser and/or the Advertising Agent. Such Materials are prohibited to be used or copied or transmitted, shown or displayed in any other media by the Advertiser and/or the Advertising Agent and/or by any person or entity authorized by either of them, unless prior written approval is given by the Company.
C3. The Company shall have the editorial control over the contents of the Materials produced by it subject to consultation with the Advertiser and/or Advertising Agent.
C4. With respect to those information and materials provided by the Advertiser and/or the Advertising Agent, the Advertiser and/or the Advertising Agent shall be responsible for clearing the necessary intellectual property rights and other rights for the use of such information and materials by the Company for the production of the Materials under the Booking.
C5. The Company shall not be held liable to the Advertiser and/or the Advertising Agent for any claims or liabilities whatsoever made against or incurred by any of them arising from any contents or elements contained in the Materials produced by the Company, including but not limited to claims or actions alleging the infringement of intellectual property rights or any other rights.
C6. The Company makes no warranty or representation in relation to the merchantability or fitness for any purpose or use of the Materials produced by the Company..
Video Footages / Photos Licensing
D1. All General Terms and Conditions are applicable.
D2. Video footages and/or photos of the Materials produced by the Company for the Product (“Licensed Contents”) will be supplied to the Advertiser or the Advertising Agent according to the terms of the Booking on the date as the Company and the Advertiser or the Advertising Agent may mutually agree. Unless otherwise stated in the Booking, the Advertiser and/or Advertising Agent shall bear all the transportation costs, insurance, customs clearance (if applicable) and any other charges incurred in delivering and returning the Licensed Contents.
D3. A revocable, non-exclusive, non-transferrable and non-assignable right is granted to the Advertiser to use the Licensed Contents in accordance with the terms set out in the Booking and in the Conditions.
D4. Any and all rights to the Licensed Contents not specifically granted to the Advertiser or the Advertising Agent are absolutely reserved by the Company.
D5. All the intellectual property rights and any other rights of and in the Licensed Contents shall remain the property of the Company and the Advertiser may only use the Licensed Contents to the extent permitted under the Booking. The Advertiser shall display all credit and copyright notices contained in the Licensed Contents (if any).
D6. The Advertiser and the Advertising Agent shall not make any unauthorized or other use of the Licensed Contents for whatever purpose. Any unauthorized use or piracy by the Advertiser and/or the Advertising Agent or by their respective employees, agents or contractors shall be deemed by the Company to be a material breach and the Company may immediately terminate the Booking without advance notice.
D7. The Advertiser shall be solely liable to pay all royalties and fees to the copyright owners and any music licensing societies in relation to the reproduction and public performance of the music content in the Licensed Contents in exercising the rights granted under the Booking and hereunder.
D8. The Advertiser shall be solely responsible to obtain all necessary consents from the persons appearing in the Licensed Contents (except those performers who have contracted with the Company as notified by the Company) and any other necessary consents and approvals to enable the Advertiser to exercise the rights granted under the Booking and hereunder.
D9. The Company makes no representation, warranty, covenant or undertaking that the Licensed Contents or any part thereof do not infringe upon the rights (including but without limitation copyright) of any third party or that they do not contain materials which may be construed as immoral, scandalous, obscene or defamatory .
D10. The Advertiser shall not assign, transfer, sub-license or otherwise dispose of any part of the rights granted in respect of the Licensed Contents to any third party unless with the prior written consent from the Company.
D11. Upon termination of the Booking for whatever reason, the Advertiser shall immediately cease to use the Licensed Contents and shall at its own expense, delete or destroy or deliver to the Company as it may specify all the materials of the Licensed Contents and all other materials containing the whole or any part of the Licensed Contents created by or on behalf of the Advertiser including all copies thereof in whatever form.
D12. The Advertiser and the Advertising Agent shall indemnify and hold the Company harmless from and against all losses, actions, claims, damages and costs (including but not limited to legal and other costs) arising out of or in connection to any breach of warranties or representations given or other terms agreed to be observed by the Advertiser and/or the Advertising Agent herein contained.
TV Programme – Product/Service Sponsorship
TV programme sponsorship should be governed by the Station’s prevailing conditions in the rate card.
Remark: In the event of inconsistencies between the Chinese and English version of these terms and conditions, the English version will prevail.
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