Terms & Conditions
With effect from November 2019
These Terms and Conditions (“Conditions”) govern the relationship between individuals with the services provided by Really Pte. Ltd. (“Really”), accessible and available for example through https://www.really.sg.
These Terms and Conditions should be read carefully before using the services provided by Really.
An individual’s access to and use of the services is conditioned on the individual’s acceptance of and compliance with these Conditions. These Conditions apply to all visitors, users and others who access or use the services.
By accessing or using the service every individual agrees to be bound by these Conditions. If an individual disagrees with any part of the Conditions, then the individual may not access or use the services.
1. DEFINITIONS AND INTERPRETATION
In these Conditions, the following words and terms shall have the following meanings unless the context otherwise requires:
“Account” means when an individual fill in the registration information such as name, email address and password. After that the Account is created based on that registration information.
“Advertisement” means anything that promotes and/or provides information or news about a product, service, event, business, company, person, idea, concept, job vacancy, contest etc., and includes but is not limited to announcements, notices, text, pictures, graphics, online directory listings, including any enhancements to the listings, online or mobile sponsored search results, online or mobile banner advertisements, electronic direct mailers and/or mobile directory listings, sponsored keyword search results, and/or mobile direct mailers, audio broadcasts, audio-visuals, movies and other forms of representations or media containing such promotion, information or news.
“Advertising Fee” means all fees and charges payable for the Publication of Advertisements or developing, designing and/or hosting of Website, net of withholding tax and all other taxes, charges and levies of a similar nature.
“Amendment” means any proposed amendment or revision of any Advertisement/Contents submitted to Really for Publication or developing, designing and/or hosting of Website.
“Business Data” means all information, materials, tasks or activities required in order to use the Services for communicating, sourcing, transacting by Customer with other customers.
“Contents” means all information, data, designs, artwork, photographs, negatives, diskettes, drawings, charts, graphs, audio/audio-visual recordings, graphics, user-interface, ‘look-and-feel’, programming code, scripts, processes, workflows, features, functions, CGI applications, PHP scripts and software and other materials and supplies provided for or relating to the Publication of any Advertisement or Amendment or developing, designing and/or hosting of Website, and/or processing of Business Data.
“Contract” means the specific terms related to Services requested by Customer. The Contract includes a specific Advertising Fee and a duration of the Service.
“Customer” means any individual that has created an Account with Really.
“General Terms and Conditions” mean the Really General Terms and Conditions.
“Mobile” means SMSes, MMSes, WAP sites, websites, applications, apps or other mobile communications sent through or accessed via mobile phones or other mobile devices.`
“Online” means online websites and other internet technologies owned or operated by Really.
“Print” means brochures, supplements, magazines and other printed Contents produced and published by Really.
“Process” or “Processing” shall have the meaning ascribed to it in the PDPA.
“Publication” or “Publish” shall include the display, publication, broadcast and dissemination of Advertisement/Contents.
“Service” means the Publication and Processing of any Advertisement/Amendment/Business Data/Contents/Transactional Data by Really, and any other service or functions or features provided by Really in support of or related to the same. All Services are free of any charges or fees unless specifically mentioned and agreed between Really and the Customer in advance.
“Transactional Data” means any information related to a Service provided by Really and shared between two customers directly, for instance for sourcing or other transactions. One Customer may provide such information to another Customer as and when required.
“Website” means the internet website or micro-site developed, designed and/or hosted by Really for the Agency and/or Advertiser for the duration specified in the Contract.
- Unless otherwise defined in these Conditions, capitalised terms and expressions used in these Conditions shall have the same meaning as is given to those terms and expressions in the General Terms and Conditions.
- Unless the context otherwise requires or permits, references to a singular number or entity shall include references to the plural number or entity and vice versa; and words denoting any gender shall include all genders. The reference to a ‘person’ in these Conditions includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state (in each case, whether or not having separate legal personality).
- The headings to these Conditions are to facilitate reference and shall not affect or influence in any way the construction of any of the Conditions.
- These Conditions hereby incorporate by reference the terms of the Contract, the General Terms and Conditions and any other applicable terms and conditions. In the event of any inconsistency among the terms in the Contract, the General Terms and Conditions, these Conditions and any other applicable terms and conditions, then the terms in the Contract will prevail over the terms in all other such documents; and the terms in these Conditions will prevail over the terms in any other applicable terms and conditions and the General Terms and Conditions.
2. CONTENT RIGHTS
- By providing Contents to Really, the Advertiser or Customer grants Really the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Advertisement/Contents on and through the Service. The Advertiser or Customer retains any and all of the rights to any Advertisement/Contents submit by the Advertiser or Customer, post or display on or through the Service and the Advertiser or Customer is responsible for protecting those rights. The Advertiser or Customer agree that this license includes the right for Really to make the Advertisement/Contents visually available to other users of the Service.
- The Advertiser or Customer represent and warrant that:
- Advertisement/Contents is owned by the Advertiser or Customer or the Advertiser or Customer have the right to use it and grants Really the rights and license as provided in these Conditions, and
- the Publication of Advertisement/Contents on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any other person.
- Really will not share, disclose, sell, lease, modify, delete or distribute any Account information provided by the Customer in any manner.
3. CUSTOMER’S ACCOUNT
- By creating an Account with Really, the Customer must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Conditions, which may result in immediate termination of the Account on Really’s Service.
- The Customer is responsible for safeguarding the password that the Customer uses to access the Service and for any activities or actions under the Customer’s password, whether the Customer’s password is with Really’s Service or a third-party service.
- The Customer agrees not to disclose the Customer’s password to any third party. The Customer must notify Really immediately upon becoming aware of any breach of security or unauthorized use of the Customer’s Account.
- The Customer may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than the Customer without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
- The Customer agrees that Really may include the Customer’s business name in a list of Really customers online and in print and other electronic or non-electronic materials in an appropriate manner. The Customer may also choose to opt out by informing Really.
4. INTELLECTUAL PROPERTY
The Service and its original content (excluding Advertisement/Contents provided by Advertiser or Customer, Business Data, Transactional Data), features and functionality are and will remain the exclusive property of Really and its licensors. The Service is protected by copyright, trademark, and other laws of both the Singapore and foreign countries. Really’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Really.
5. THIRD PARTY WEB SITES
- The Service may contain links to third-party web sites or services that are not owned or controlled by Really.
- Really has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. Advertiser or Customer further acknowledge and agree that Really shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
- Really strongly advises the Customer to read the terms and conditions and privacy policies of any third-party web sites or services that the Customer visits.
- All Contents or any amendments there to shall be submitted to Really by the Deadline relating thereto failing which the date for first Publication of the Advertisement or Content would be postponed correspondingly and Really shall not be liable to the Advertiser(s) for such delay.
- Really shall be entitled to treat all Contents submitted by the Advertiser or Customer as the correct representation of the Content and Advertisement. The Advertiser or Customer shall ensure that all Contents are in compliance with the specifications set out in the Contract, or such other specifications as Really may determine from time to time.
- In the event that any Amendments or Contents are not received by Really by the Deadline, Really shall be entitled but not obliged to use the Contents previously submitted, if any.
- If at any time (whether before or after first Publication of any Advertisement/Amendment /Contents and developing, designing and/or hosting of Website) in the opinion of Really:
- the Publication of any Advertisement/Amendment/Contents or the developing, designing and/or hosting of Website would by reason of any of the contents thereof (including any design, photograph, text or statement therein):
- infringe the intellectual property or other rights of any person; or
- constitute a libel of any person; or
- offend public standards of morality or decency; or
- offend racial or religious sensitivities; or
- violate any code, regulation, directive or law in Singapore or any jurisdiction in which the same would be Published; or
- be contrary to any policies of Really or contracts entered into between Really and third parties; or
- will or is likely to cause Really or any of its related entities, affiliates and/or subsidiaries to be in breach or potential breach of the PDPA; or
- any consent or approval required to be obtained for the Publication of any Advertisement/Amendment/Contents, the developing, designing and/or hosting of the Website or the use of any Material in any Advertisement/Amendment/Contents/Website has not been obtained,
Really shall be entitled, at its absolute discretion, to:
- refuse to accept any copy of any Advertisement/Amendment/Contents;
- decline to Publish or cease the Publication of that Advertisement/Amendment/Contents, or to develop, design and/ or host the Website; or
- require that the Advertiser or Customer makes such revision or modification to the form and / or content of that Advertisement / Amendment / Contents / Website by a deadline specified by Really; or
- edit, revise, re-arrange, amend or modify the form and / or content of the Advertisement / Amendment / Contents / Website on its own accord and in such manner as it considers appropriate before it Publishes the Advertisement / Amendment / Contents or develops, designs and hosts the Website, and all costs incurred by Really in this regard shall be borne by the Advertiser or Customer.
- the Publication of any Advertisement/Amendment/Contents or the developing, designing and/or hosting of Website would by reason of any of the contents thereof (including any design, photograph, text or statement therein):
- In any case where Really declines to Publish or ceases to Publish any Advertisement / Amendment / Contents and / or to develop, design and / or host a Website by reason of Condition 2.4(a) or 2.4(b) or the Advertiser or Customer fails to make revision or modification to the form and / or content of that Advertisement / Amendment / Contents / Website to the satisfaction of Really within the deadline specified by Really, Really shall not be (a) liable to the Advertiser or Customer for any damages and / or loss suffered by the Advertiser or Customer; or (b) required to refund the Advertiser or Customer for any payments already made by the Advertiser or Customer.
- In the event that any claim or allegation is made by any person that any Advertisement / Amendment / Business Data / Contents / Website is defamatory of or infringes in any way any right of that person or any other person, Really shall be entitled to cease or suspend further Publication of such Advertisement / Amendment / Business Data / Contents or developing, designing and / or hosting of Website forthwith and / or Really shall Publish an apology or retraction in such form and terms as it considers appropriate and / or enter into any compromise or settlement agreement with such person without
- any further reference or authority from the Advertiser or Customer;
- further investigation or inquiry into the validity or merits of such claims;
- incurring any liability to the Advertiser or Customer; and
- without affecting any of the Advertiser’s or Customer’s representations, warranties obligations to Really under the Agreement.
- The Advertiser or Customer shall. not in such case make any claim whatsoever against Really with respect to any such decision to cease or suspend developing / designing / hosting of the Website, Publication, apology, retraction, compromise or settlement, and shall procure that the person whose business, activities, products or services are advertised or promoted by Publication of the Advertisement / Contents refrain from making any such claim against Really.
- Really shall be entitled to revise and amend from time to time the contents of any Deadline Notice by giving notice thereof to the Advertiser or Customer.
- Unless otherwise expressly specified in the Contract, Really makes no guarantees with respect to usage statistics or levels of impressions, page views, click-throughs or other similar statistics whatsoever (collectively the “Statistics”) for any Advertisement or Contents. The Advertiser or Customer acknowledges that the Statistics provided by Really are the definitive measurements of Really’s performance on any delivery obligations provided in this Agreement. No other measurements or usage statistics (including those of the Advertiser or Customer or a third-party server) shall be accepted by Really. The Advertiser or Customer further acknowledges that all Statistics provided by Really are purely estimates and should not be relied on by Advertiser or Customer. Accordingly, Really makes no representation or warranty with respect to such Statistics whatsoever or with respect to its accuracy.
- Really shall not be required to provide Advertiser or Customer with any proof of Publication of any Advertisement / Contents.
- In the event that Advertisement or Contents spaces selected by the Advertiser or Customer are not immediately available, the Advertiser or Customer agrees that the Publication of the Advertisement or Contents shall be deferred until such time as the selected Advertisement or Contents space becomes available provided always that Really shall be entitled, only in case of Advertising Fee applicable, to set and revise and amend from time to time the Rates with respect to the selected positions as of the date of first Publication of the Advertisement or Contents by giving notice thereof to the Advertiser or Customer.
The Advertiser and Customer are responsible for the correctness of their immediate related data (“Data”) at all times. Data includes information contained within an account, Business Data and Transactional Data. In case of outdated Data observed by the Advertiser or Customer, the Advertiser or Customer shall keep Data updated and correct. In case the Advertiser or Customer are not able to correct Data, the Advertiser or Customer shall inform Really. Really shall support the Advertiser or Customer to update Data.
Really shall not share any Data with any third parties outside Really’s Services without consent in writing by the Advertiser or Customer.
Transactional Data are only visible and accessible by the Customer directly related to the transaction. Other customers are not able to visualize or access Transactional Data not related to them.
Really might use anonymous and unnamed Transactional Data for benchmarking or other comparative purposes as part of Really’s Services.
8. REALLY’S SERVER
Really Services are provided on servers that are based on Amazon Web Services (“AWS”). AWS used by Really includes the following services: cloud, database, back-up, identity and access management, detective controls, infrastructure protection, and data protection.
Really continuously reviews AWS and enhances its AWS to ensure best functioning of Really’s Services and highest security standards for all customers.
- Cancellation of Account and/or Contract is permitted. Customer can cancel Account and/or Contract at any time by informing Really in writing. All of Contents will be immediately inaccessible from the Service upon cancellation. After 30 days, all Contents will be permanently deleted from all backups, logs and other data storages of Really. Contents cannot be recovered once Contents has been permanently deleted.
- Really, in its sole discretion, has the right to suspend or terminate Customer Account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of Customer Account or access to Customer Account, and the forfeiture and relinquishment of all content in your account. Really reserves the right to refuse Service to anyone for any reason at any time.
- In the event that the Advertiser or Customer requests that Advertisement/Contents to be withdrawn from Service or Publication, according to the Contract, if any, and agreed timeline in the Contract the pro-rata Advertising Fees shall nonetheless be payable. Really will refund the pro-rata amount accordingly, if any.
10. RE-SCHEDULING AND REPOSITIONING
- Advertisements/Contents may be displayed in random rotation and the Advertiser or Customer agree that Advertisement or Contents spaces on which the Advertiser’s or Customer’s Advertisements/Contents are displayed may display advertisements from other advertisers or customers by rotation.
- Display of Advertisements or Contents is subject to space availability. In the event that any selected space is not available, Really reserves the right to re-schedule the date of first Publication of any Advertisement or Contents to the next available date.
- The Advertiser or Customer may re-schedule the commencement of any Advertising Contract once provided that:
- written notice thereof is given to Really not less than seven (7) Business Days before the original scheduled date; and
- the re-scheduled date shall not extend beyond forty-five (45) Business Days from the original scheduled date.
- In the event that the Advertiser or Customer is unable to meet one or both sub-conditions (a) and (b) above, Really may still accede to Advertiser’s or Customer’s request subject to such other terms and conditions which Really may impose on Advertiser or Customer which Advertiser or Customer shall agree to.
- Notwithstanding acceptance of any re-scheduling request by Really, Really shall be entitled to postpone or re-schedule the Publication of such Advertisement or Contents without affecting the obligation of the Advertiser or Customer to pay for the Publication of the Advertisement or Contents, if an Advertising Fee is applicable, and Really shall not be liable to the Advertiser or Customer for any liability, damages, losses, costs or expense incurred by the Advertiser or Customer arising from or in connection with such postponement or re-scheduling of the Publication of any Advertisement or Contents.
- In the event that the Advertisement or Contents positions are adjusted or changed whether in terms of size, configuration or otherwise, Really reserves the right to re-position any Advertisements or Contents provided that the value of the position allocated by Really is equivalent to the Advertising Fee, if any based on the Contract.
11. EDMs and MOBILE DIRECT MAILERS
- Advertisements or Contents which are disseminated by Really through EDMs or mobile direct mailers will be sent to email addresses or mobile numbers found in Really’s database, unless otherwise agreed between Really and the Advertiser or Customer. The Advertiser or Customer agrees that Really shall be under no obligation to provide Advertiser or Customer with such email addresses or mobile numbers and other details of persons and/or companies which the Advertisements or Contents are sent to.
- Where Advertisements or Contents disseminated by Really through EDMs or mobile direct mailers are to be sent to email addresses or mobile numbers (“Client Data”) provided by the Advertiser or Customer, the parties agree that:
Really processes the Client Data as a data intermediary, and will delete or remove the means by which the personal data comprised in the Client Data can be associated with particular individuals as soon as it reasonably considers that:
- the purpose for which that personal data was collected is no longer being served by retention of the personal data; and
- retention is no longer necessary for legal and business purposes. Nothing herein shall require Really to perform any of its obligations in a manner which exceeds the requirements of the PDPA; and
- all provisions in respect of Personal Data in the General Terms and Conditions shall apply.
- Really shall own the Website, graphics, user interface, screen designs and the overall ‘look and feel’ and all programming codes contained therein.
- Really shall not be liable for any damages, losses, costs, claims and expenses incurred by the Agency/Advertiser due to virus, malfunction, interruption, unavailability, maintenance, suspension and downtime occurring on the Website or any part of it. Really shall have the right to suspend the Website or the services thereat at any time and for any reason, with or without notice, but if such suspension lasts or is to last for more than seven (7) days the Advertiser or Customer will be notified of the reason.
- Really shall be entitled to use all information contained in the Website including but not limited to the Advertiser’s or Customer’s information and content submitted by the Advertisers or Customers for:
- responding to the Advertiser’s or Customer’s requests and queries;
- providing goods and services to the Advertisers or Customers;
- verifying and Processing the Advertiser’s or Customer’s personal particulars;
- communicating with the Advertiser or Customer;
- enforcing Really’s contractual and legal rights and obligations;
- marketing research, user profile and statistical analysis;
- sending the Advertiser or Customer information, promotions, updates and marketing and advertising Contents in relation to Really’s goods and services and those of third party organisations’;
- complying with law, the requests of law enforcement and regulatory officials, or orders of court; and
- any other purpose for which Really has obtained the Advertiser’s or Customer’s consent.
13. THIRD PARTY SERVER
- In the event that the Advertiser or Customer utilizes a Third Party Server to host any Advertisement / Contents, the Advertiser or Customer shall ensure the following:
- that the Advertisement / Contents must be available on such Third Party Server at least 24 hours before commencement of the Publication and remain on such Third Party Server until at least 24 hours after the end of such Publication.
- The Advertiser or Customer shall supply details of the Third Party Server to Really at least 7 working days prior to the commencement of the Publication. The Advertiser or Customer shall not substitute the Third Party Server without Really’s prior written consent.
- Really and the Advertiser or Customer or Third Party Server will track delivery of the Advertisements/Contents through their respective server. In the event that there are discrepancies in the activity reports and Really’s measurements are higher than that of the Advertiser or Customer or Third Party Server (as the case may be), the Advertiser or Customer shall nevertheless effect payment of the full Advertising Fees, if any based on the Contract, based on Really’s measurements.
- No claim in relation to the non-performance or breach of obligations of Really in connection with any of the Services (including of non-publication or any errors or inaccuracies in the Publication), shall be brought against Really unless written notice of such claim, together with all relevant details as may be required by Really, has been given to Really on or prior to the date falling thirty (30) days after the date of first Publication of the Advertisement/Contents.
14. LIMITATION OF LIABILITY
In no event shall Really, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from
- Customer’s access to or use of or inability to access or use the Service; and
- any conduct or content of any third party on the Service; and
- any content obtained from the Service; and
- unauthorized access, use or alteration of the Customer’s transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Really has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
15. SERVICE AVAILABILITY
Customer uses the Service at Customer’s sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Really and its subsidiaries, affiliates, and its licensors do not warrant that
- the Service will function uninterrupted, secure or available at any particular time or location; or
- any errors or defects will be corrected; or
- the Service is free of viruses or other harmful components; or
- the results of using the Service will meet Customer’s requirements.