Terms & Conditions for Projects offered by Evergrowth Partners Pte Ltd (EPPL)
EPPL agrees to provide the Projects to the Customer as set out in the Quotation on a non-exclusive basis. The parties agree that the Projects do not include any Projects or deliverables not specifically described or mentioned in the Quotation or not otherwise agreed to in writing by the parties.
2. Prices and Quotations
2.1. Unless otherwise agreed to by EPPL, any Quotation is open for acceptance for 30 days. Acceptance of the Quotation must be in writing and signed by the Customer (at which time it is binding). Until the Quotation is accepted, EPPL reserves the right to withdraw or vary any part of such Quotation.
2.2. Any estimated date for completion of the Projects as specified in the Quotation is based on the best estimates of EPPL at the time of Quotation and is not binding. The fees specified in the Quotation are also estimates and may be varied as per these terms and conditions.
2.3. The fees specified in the Quotation are subjected to any prevailing applicable Taxes.
3.1. The Customer must pay the Fees for the provision of the Projects.
3.2. Invoices for the payment of the Fees will be issued to the Customer each month for the Projects to be provided in the following month.
3.3. The Customer must pay all invoiced fees and expenses to EPPL within 7 days of receipt of the invoice relating to those fees.
3.4. If EPPL’s invoices are not paid within 7 days then until paid in full EPPL shall be entitled to charge interest on the account at the Interest Rate of 5% accruing daily from that date being 7 days after the date of the invoice.
3.5. The Customer authorizes EPPL to charge the Customer’s debit card or credit card (as applicable) to recover the invoiced fees.
3.6. Without limiting the above, where payment for invoiced fees is not received by EPPL within 7 days from the date of invoice, EPPL may in its absolute discretion, without limiting any other rights available at law;
• suspend provision of the Projects;
• institute legal action for recovery of outstanding balance and costs incurred, including legal costs; and/or
• Require the Customer to pay cash on delivery for further products or Projects, and EPPL shall not be liable to the Customer for any loss or damage resulting directly or indirectly from such actions.
3.7. The Customer acknowledges that invoices for Fees cannot be allocated to specific ad groups or keywords, products or Projects, and the Fee will be levied at an overall campaign level covering all Projects provided to the Customer.
4.1. Subject to payment being made in accordance with these terms and conditions, EPPL will use its best endeavors to ensure that the Projects are commenced and, subject to unforeseen circumstances arising, completed within the time period set out in the Quotation.
4.2. If no time period is specified in the Quotation then EPPL shall perform the Projects in a commercially reasonable time period. EPPL shall advise the Customer of any anticipated delay in the commencement or completion of the Projects upon such delay becoming apparent to EPPL.
4.3. In the event the Projects are not completed by the date provided for by this clause or the Quotation, the Customer acknowledges that it shall not be entitled to any damages (liquidated or otherwise) in respect of such delay.
5. Provision of Projects
5.1.The Customer acknowledges and agrees that the Projects will be provided by EPPL to the Customer:
• at EPPL’s discretion within the agreed budget and any agreed timeframe specified within the Quotation;
• in a professionally competent and workmanlike manner;
• based on the Customer Provided Materials and using EPPL’s own analysis, professional judgment and interpretation of the Customer Provided Materials;
• using any best practice methods that EPPL considers appropriate;
• in accordance with, and subject to, any other policies or standards relating to the provision of the Projects;
• in accordance with, and subject to, the terms and conditions and standards of the relevant Social Platforms; and
• that EPPL retains an absolute right of refusal in relation to all advertisers and campaigns.
5.2. The Customer acknowledges and agrees that the following are preconditions to the provision of the Projects:
• the Customer must have an existing website and/or web page and/or shop front;
• the Customer must provide EPPL with current contact details;
• the Customer must provide EPPL with all relevant business information to assist in carrying out the Projects;
• the Customer must meet all Product Guidelines in relation to the content and EPPL may edit the Customer’s copy keywords or suspend any listing which are deemed by EPPL (acting reasonably) to be in breach of any Product Guidelines;
5.3. To the extent that the Customer’s existing website is based on content owned by a third party, the Customer warrants that all necessary approvals and consents have been obtained for the use of such content in the Customer’s website. The Customer shall also prevail EPPL for any responsibility for all disputes and/or claims related from accessing to such website maintained by the third-party provider.
5.4. The Customer may suspend the provision of the Projects by EPPL for a period up to 90 days by written notice and the Customer agrees that the monthly management fee identified in the Quotation will continue to be payable during any period of suspension.
6. Reliance on Projects
6.1. The Customer acknowledges and agrees that:
• EPPL provides no guarantee as to any particular outcome of the Projects, including in relation to any increased business, online leads or search engine positioning;
• the Projects will be provided based on the Customer Provided Materials and to the extent (if any) that the final or actual product, outcome or circumstance is different than those as provided in the Customer Provided Materials, then the outcome of the Projects may differ from those final or actual product, outcome or circumstance;
• all reliance on the Projects and any information or advice provided in connection with the Projects is at the Customer’s own risk; and
• the Customer is responsible for its own business decisions and must make its own independent assessment of the risks, benefits and suitability of any act, action, undertaking, venture or transaction contemplated by or in connection with the Projects and any information or advice provided in connection with the Projects.
7. Exclusion of Liability
To the maximum extent permitted by law EPPL excludes all liability for any claims, expenses, losses, damages and costs (including any incidental, special and /or consequential damages or loss of profits) made, suffered or incurred by the Customer:
• as a result of any delays in commencing or completing the Projects for any reason;
• any reliance by the Customer on any outcomes arising from the provision of the Projects;
• as a result of any loss of business or negative publicity or decrease in lead generation or search engine positioning caused by the provision of the Projects (except to the extent that such loss is caused solely and directly by the negligence of EPPL);
• as a result of any information in the Customer Provided Materials being incorrect, inaccurate, inadequate or incomplete;
• EPPL being unable to read or access any of the Customer Provided Materials;
• as a result of a Force Majeure Event; or
• otherwise in connection with the undertaking of the Projects by EPPL, notwithstanding any negligence by EPPL, its directors, officers, employees, agents or subcontractors.
8. Limitation of Liability
To the maximum extent permitted by law, if and to the extent that EPPL’s liability to the Customer is not or cannot be excluded, EPPL’s liability is limited (at the option of EPPL) to:
• the re-supply of the Projects; or
• the payment of the cost of having the Projects provided again.
EXCEPT FOR BY THESE TERMS AND CONDITIONS AND TO THE MAXIMUM EXTENT PERMITTED BY LAW EPPL MAKES NO WARRANTIES OR GUARANTEES WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH ITS PERFORMANCE OF THE PROJECTS, OR THE USE OF THE PROJECTS OR DELIVERABLES BY THE CUSTOMER.
9. Customer Provided Materials
9.1. The Customer acknowledges and agrees that in providing the Projects, EPPL will be using, interpreting and relying on the Customer Provided Materials (and the Customer grants EPPL a license and/or approval to use the Customer Provided Materials for the purposes of providing the Projects). The Customer acknowledges that EPPL will not be undertaking any independent verification of the accuracy or completeness of any of the Customer Provided Materials. The Customer further acknowledges and agrees that if any information in the Customer Provided Materials is incorrect, inaccurate, inadequate or incomplete such information may have a corresponding effect on the accuracy of the Projects.
9.2. The Customer represents and warrants that the Customer owns or validly licenses all Intellectual Property in the Customer Provided Materials, that the Customer is able to provide EPPL with the Customer Provided Materials for use in connection with the Projects and that the use of the Customer Provided Materials by EPPL in performing the Projects will not infringe the rights of any third party and/or that all required consents and approvals have been obtained to permit the performance of the Projects.
10. Additional Work, Amendments and Specification Changes
The Customer agrees that any revisions or additions requested (in either scope of work or time period or otherwise) by the Customer to the Projects must be agreed in writing by the parties. The parties shall agree upon the additional fees involved in incorporating such amendments, and provide a revised delivery time period to replace the one set out, in which additional fees shall be determined on a fair and reasonable basis.
11.1. EPPL may at any time, in EPPL’s absolute discretion and without the Customer’s consent or approval, subcontract any part or all of the Projects, on such terms and conditions as EPPL may determine.
11.2. To the extent that all or any part of the Projects has been subcontracted to a subcontractor, EPPL will not be liable to the Customer for the acts, defaults, and negligence of any subcontractor, and for the avoidance of doubt, such acts, defaults and negligence are not deemed or taken to be EPPL’s acts, defaults or negligence.
12. Employee Solicitation
Customer shall not solicit the employment of any of EPPL’s employees until not less than six months has elapsed from the receipt of the final invoice for the Projects without agreeing in writing with EPPL.
13. Independent Contractor
The Customer agrees that EPPL is a contractor independent of the Customer’s control and that the engagement under these terms and conditions will not give rise to any fiduciary, agency, trust, employment or other relationship recognized at law or inequity as giving rise to forms of specific rights and obligations.
14. Intellectual Property
14.1. The Customer acknowledges that any Intellectual Property owned or licensed by EPPL in relation to the provision of the Projects (including any software, methodologies or systems, other than any Intellectual Property in the Customer Provided Materials) remains vested in EPPL or EPPL’s licensors notwithstanding any provision to the contrary in this Contract.
14.2. EPPL agrees that all Intellectual Property in and to the Customer Provided Materials remains with the Customer but that the Customer grants to EPPL a royalty free, non-exclusive license to use such Intellectual Property for the purpose of carrying out the Projects.
The Customer shall indemnify and hold harmless EPPL from and against all claims, damages, costs (including without limitation legal costs on a full indemnity basis), losses, liabilities and expenses caused by the Customer’s acts, omissions, negligence, breach of duty, breach of contract or breach of these terms and conditions.
16. Publicity and Marketing
Both parties may with the consent of the other party make public announcements or release marketing material that refers or relates to the Projects or any part of the Projects. Both parties have the right to review any such announcement or marketing material and must approve any reference to its name and role (such approval not to be unreasonably withheld).
EPPL will obtain such insurance and on such terms as it determines is reasonably necessary for the undertaking of the Projects.
18. Term and Termination
18.1. These terms and conditions commence on the date the Quotation is accepted. Either party may terminate the engagement under these terms and conditions with or without cause at any time with 30 days prior written notice without liability or continuing obligation, but the Customer will remain liable for any costs payable up to termination.
18.2. EPPL may terminate the engagement immediately in the event that the Customer breaches this contract.
19.1. Each of the Customer and EPPL agrees to ensure that the Confidential Information of the other (Discloser) is kept confidential. A party who receives the Discloser’s Confidential Information (Receiver) must not directly or indirectly divulge or communicate or otherwise disclose the Confidential Information of the Discloser, in whole or part, to any third party unless that third party is also bound by confidentiality on terms that are substantially the same as, or at least as onerous as, the terms owed by the Receiver to the Discloser under these terms and conditions or use of any of the Confidential Information of the Discloser for any purpose other than exercising its rights or fulfilling its obligations under these terms and conditions, without the prior written consent of the Discloser.
19.2. The Customer agrees that it will not disclose or provide or summarise or refer to the software or any processes used in performing the Projects without, in each case, EPPL’s prior written consent (such consent not to be unreasonably withheld).
20. Governing Law
These terms and conditions shall be governed by the laws of the Republic of Singapore. Both parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
If the Customer enters into this Contract in its capacity as trustee of any trust, then the Customer is bound both personally and in its capacity as trustee.
EPPL is free to assign its rights under the Contract at any time without providing notice and without consent.
23. Entire Contract
These terms and conditions set out the entire contract between the parties.
The Customer agrees that EPPL may vary these terms and conditions and any relevant policies and standards from time to time by providing the Customer with written notice of the variation.
25. Inconsistency with Quotation
To the extent that these terms and conditions are inconsistent with the terms of the Quotation, the terms of the Quotation will prevail.
The terms set out below shall have the following meanings when used throughout these terms and conditions:
Contract means these terms and conditions and the Quotation;
Customer means the party specified as the Customer in the Quotation;
Customer Provided Materials means any materials, data, specifications or other information supplied by the Customer to EPPL in connection with the Projects, including (but not limited to) the Customer’s website;
Confidential information means any non-public or proprietary information concerning either party’s business, financial information, strategies, methods or processes;
Fees means the fees specified in the Quotation;
Force Majeure Event means an event beyond the control of the parties and that could not be avoided by the exercise of due care and diligence, including without limitation acts of God, inclement weather, government actions, industrial actions, acts of terrorism or war; Intellectual Property means all intellectual property rights, whether registered or not, and whether capable of registration or not, anywhere, including without limitation:
• rights in respect of or in connection with (including rights to apply for the registration of) any copyright, patents, petty patents, inventions, trademarks, service marks, design rights or eligible layout rights;
• know how, processes, business plans and concepts; and
• Confidential Information.
Interest Rate means 2% above the standard business loan rate (variable) issued by Local DBS Bank; Quotation means the covering letter or quotation accompanying these terms and conditions and any special conditions contained in such quotation or covering letter;
Projects means the digital Projects to be provided by EPPL to the Customer as particularly described in the Quotation;
and EPPL means Evergrowth Partners Pte Ltd UEN: 201207530R