Terms of Business
SME Digital Marketing (Private Limited)’s Quotation / Invoice / Service Agreement / Contract is bound to the following Terms of Business.
In effect as of 30 Jan 2019
Terms & Conditions
1. Contract For Service Agreement.
a. This Contract For Service Agreement is in force for the Digital Marketing Services as described.
b. These Terms and Conditions supersede any and all prior oral and written quotations, communications, agreements and understandings of the parties and shall apply in preference to and supersede any and all terms and conditions of any order placed by the Client and any other terms and conditions submitted by the Client. Failure on behalf of SME Digital Marketing to object to terms and conditions set by the Client shall in no event be construed as an acceptance of any terms and conditions of the Client. Neither SME Digital Marketing commencement of performance nor SME Digital Marketing’s delivery shall be deemed or constituted as acceptance of any of the Client’s terms and conditions. Any communication or conduct of the Client which confirms an agreement for the provision of services by SME Digital Marketing, as well as acceptance by the Client of any provision of services from SME Digital Marketing shall constitute an unqualified acceptance by the Client of these Terms and Conditions.
c. By contracting on the basis of these Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and SME Digital Marketing, even if this is not expressly stated.
2. Validity of Agreement.
a. Validity is 30 days from date of quotation.
3. Payment Terms
a. Pre-paid service only, commencement upon receipt of initial payment or deposit
b. Payment to be made upon invoice
c. Interest of 10% per month is chargeable on all overdue invoices if payment is not received within the payment due date specified.
4. Fees And Expenses
a. The Client shall pay to SME Digital Marketing fees at the rate specified in the Service Agreement. Extra costs shall be charged to Client for any additional session/day of services at SGD 300.00 per hour. The Client will be duly informed if any extra costs are incurred during the process.
b. Unless otherwise stated in the Contract, SME Digital Marketing shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by him in the performance of his duties.
c. Unless otherwise stated in the Contract, payment will be made within thirty (30) days of receipt of an invoice, submitted monthly in arrears, for work completed. Payment shall be via payment methods mentioned in the invoice.
d. The Client agrees to pay a 100% non-refundable deposit of the quoted amount to confirm the project, with the balance payable prior to delivery. In the event of premature termination, cancellation of project after confirmation, or disputes arisen, any payment made to SME Digital Marketing is non-refundable. Validity of quote: 1 month from date of contract.
5. Confidential Information.
a. SME Digital Marketing and The Client agree to enter into a confidential relationship with respect to disclosure of certain proprietary & confidential information.
b. Neither party shall disclose to any third party any Confidential Information acquired during the performance of this Service Agreement.
c. Confidential Information shall mean all information identified in writing as confidential by either party to the other prior to disclosure thereof and any other information that either party would reasonably expect is confidential or proprietary.
d. Confidential Information shall not include any information which (i) is in or which enters the public domain through no fault of either party; (ii) is rightfully disclosed to a party by any third party; or (iii) was previously known to such party.
a. The Client shall furnish all the required information and assist SME Digital Marketing to answer questions pertaining to the Scope of Work during the project within two (2) business days.
b. SME Digital Marketing agrees to provide support for the life of the campaign for technical or business-related issues, with no more than 48-hours response times to correct any outstanding issue.
7. Change to Scope of Work.
a. The Client has the right to notify SME Digital Marketing that it wishes to modify its requirements in relation to the Project. Such modifications shall not enter into effect until the parties have agreed on the consequences thereof such as to the Contract fee and the completion date of the Project.
b. Any changes to the above Scope of Work will result in delay or affect the quality of the Service Deliverables.
c. If the Scope of Work is deemed to have changed over the course of the project (i.e. change in timeline, scope of work, non-provision of source material and major change requests), SME Digital Marketing reserves the right to re-quote for the project.
8. Point of Contact.
a. The Client shall provide one main point of contact through which all feedback and communication between the two organizations shall flow.
b. The Client shall agree to respond to all communications within two (2) business days and cooperate with SME Digital Marketing throughout the project to attain the project objective.
c. Any such notice shall be deemed to have been received on the second (2nd) business day following the date of its mailing if sent by (registered) mail within Singapore, on the seventh (7th) business day following the date of its mailing if sent by (registered) mail outside Singapore.
9. Provision of Information.
a. The Client shall provide its corporate marketing material, including white-papers, articles, press releases, videos, images (digital source files) when requested. Costs of preparing such material are not included in the scope of this agreement.
10. Project & Service Deliverable Management.
a. All Service deliverables, milestones, and submissions will be uploaded on a centralised Project Management Folder, which both Client and SME Digital Marketing have access to.
b. In order for SME Digital Marketing to perform the Service Deliverables and meet project performance, it is imperative that Client responds to all communications within two (2) business days. Failure to do so will impact the outcome of this Agreement. SME Digital Marketing may provide up to three (3) warnings via email and/or telephone if our communications are not responded within the timeline as agreed.
c. If the delay is not resolved within the thirty (30) business day period, SME Digital Marketing reserves the right to discontinue performance of this Agreement.
11. Warranties, Liability and Indemnification
a. SME Digital Marketing, and any person put forward by SME Digital Marketing to perform the Project, shall not be liable if the services provided or the results generated by him in the Project are not absolutely correct, nor does SME Digital Marketing, or any person put forward by SME Digital Marketing to perform the Project, warrant, either expressed or implied, that the performance by him of the Project will not infringe upon intellectual property rights of any third party.
b. SME Digital Marketing, nor any person put forward by SME Digital Marketing to perform the Project, shall not be responsible for any loss, destruction or damage of whatsoever nature (including injury or death) incurred by the Client, its employees or third parties, resulting from the use of the Project results by the Client, except to the extent that the same can be shown to be due to gross negligence or willful misconduct on the part of SME Digital Marketing or his employees. The Client shall indemnify SME Digital Marketing accordingly.
c. Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, SME Digital Marketing’s liability shall in aggregate not exceed the price for the Project. In any event, neither party shall be liable to the other party for any consequential, indirect, special, incidental or exemplary damages of any nature whatsoever that may be suffered by the other party.
12. Termination of Agreement.
a. A cancellation for convenience from The Client will incur a fee equal to 50% of project value after commencement of the project.
b. Each party shall have the right to terminate this Agreement by written notice to the other if a party has materially breached any obligation herein and such breach remains unresolved for a period of thirty days after written notice of such breach is sent to the other party.
c. If SME Digital Marketing terminates this Agreement because of Client’s default, all of the following shall apply: (i) All amounts payable or accrued to SME Digital Marketing under this Agreement shall become immediately due and payable; (ii) All rights and licenses granted to Client under this Agreement shall immediately terminate.
d. Client may terminate this Agreement for its convenience upon thirty days prior written notice to SME Digital Marketing. Upon such termination, all amounts owed to SME Digital Marketing under this Agreement for accepted work shall immediately become due and payable and all rights and licenses granted by SME Digital Marketing to Client under this Agreement shall immediately terminate.
e. There are no refunds available on services provided by SME Digital Marketing once payment is affected by the Client. There is also no credit transferred unless SME Digital Marketing agrees.
13. Dispute Resolution.
a. In the event there is an issue, which cannot be resolved at review meetings, either party will designate a corporate executive who will meet to resolve the issue.
b. Any dispute in connection with this Proposal shall be settled by arbitration in
accordance with the Singapore Arbitration Act, provided however, should any dispute arise under this Proposal, the parties shall endeavour to settle such dispute amicably between them.
c. In the event that the parties fail to agree upon an amicable solution, such dispute shall be determined by arbitration as aforesaid.
a. SME Digital Marketing shall perform the Contract as an independent contractor and shall not be the servant or agent of the Client.
b. SME Digital Marketing shall not be liable or become involved in any disputes between Client and its clients (externally), or within the Client’s organisation/ company/ partnership (internally). In case of such disputes, the Client shall indemnify SME Digital Marketing against all claims, costs, proceedings, losses, damages, expenses, or liability whatsoever arising directly or indirectly.
c. Any third party who is not a party to this Agreement shall have no right under the Contracts (Right of Third Parties) Act to enforce any terms and conditions of this Agreement.
15. Force Majeure.
a. SME Digital Marketing will not be liable for delays or errors in his performance or for non-performance, due to causes beyond its reasonable control (“force majeure event”) and shall be entitled to a reasonable extension of time to remedy any such delay or failure to perform. If force majeure event cannot be resolved within sixty (60) days, Client may choose to terminate this Agreement.
b. Either party may terminate the Contract by notice in writing forthwith in the event the other party shall make any assignment for the benefit of creditors or shall file any petition in connection thereto, shall file a voluntary petition in bankruptcy, be adjudicated bankrupt or insolvent, if any receiver is appointed for its business or property, or if any trustee in bankruptcy or insolvency shall be appointed for that party (and is not dismissed within sixty (60) days after appointment).
16. Commencement of Work.
a. Work will commence upon the signed agreement of this quotation and receipt of first payment upon issue of invoice. Without a signed agreement of this quotation, SME Digital Marketing reserves the right to disregard any submission request by the Client.
17. Observance of Legal Requirements.
a. SME Digital Marketing shall carry out his obligations under the Contract in a manner that conforms to relevant legal requirements.
18. Search Engine Optimisation (SEO) Services.
SME Digital Marketing agrees to provide the Client with the SEO Services and is authorised by the Client to use the Key Phrases to attempt to improve the ranking of and/or positioning of Client’s Website within Search Engines.
The Client acknowledges and agrees that:
a. If the Services provided are delayed and are not as a result of any fault(s) on the part of SME Digital Marketing, no refund or compensation will be offered to the Client. Namely keyword approval, content approval and client side web development implementation delays.
b. In the event that the Client fails to provide to SME Digital Marketing the correct access (FTP/cPanel/CMS and others relevant to the website) logins to the Website or communicate these details within one (1) month of this agreement, the Client agrees that SME Digital Marketing will provide onsite as a separate document with instructions for the Client or a nominated representative (such as a developer) to upload.
c. The Client warrants to SME Digital Marketing that the Key Phrases and/or contents of the Website do not and will not violate any law or regulation.
d. Key phrases selected for SEO must be mutually agreed to by the Client and SME Digital Marketing.
e. The Client warrants to SME Digital Marketing that it has not received any written notice or claim, and the Key Phrases and/or the contents of the Website does not infringe, interfere, violate or misappropriate the intellectual property rights of any other party.
f. If SME Digital Marketing notifies the Client in writing of a claim or cause of action against SME Digital Marketing that any of the contents of the Website infringes a presently existing intellectual property right of a third party, the Client shall indemnify and defend such claim or cause of action at its own expenses and pay any costs or damages, including but not limited to all legal costs and disbursements which may be reasonably incurred or finally awarded against SME Digital Marketing.
g. The Client acknowledges that SME Digital Marketing makes no warranty that SEO will generate any increase in sales, business activity, profits or any other form of improvement for the Client’s business or any other purpose. No liability whatsoever (except as provided by law) will be accepted by SME Digital Marketing for any damages or losses arising from or as a consequence of the provision of the Services.
19. Governing Law and Jurisdiction
a. All disputes which cannot be settled amicably shall be referred to the applicable courts in The Republic of Singapore, and the parties consent to the jurisdiction of the courts there.