With Content Services Terms and Conditions
The following are the “Terms and Conditions” which govern the delivery of the services provided by With Content Pte. Ltd. (“Agency”) to the client stated in the applicable Quote (“Client”) which is executed by and between the parties and references these Terms and Conditions.
The Agency is in the business of providing certain marketing services (the “Services”), and the Client is willing to engage the Agency to provide these Services in accordance with these Terms and Conditions and the Quote (the “Engagement”).
In the event of a conflict between a term or condition in a Quote and those set forth here, these Terms and Conditions will govern unless explicitly superseded in the Quote.
1. PROJECT AUTHORIZATION AND SERVICES
1.1 The “Services” provided under these Terms and Conditions will be those set forth in any mutually agreed services agreement or With Content quotation (“Quote”) executed by the Agency and Client referencing these Terms and Conditions.
1.2 The Client understands and agrees that, unless listed in the Quote, the Agency is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. If the Client requests and the Agency agrees to perform any services that are in addition to or outside the scope of Work identified in the Quote, Client shall promptly pay the Agency for such services in accordance with the terms and rates shown in the Quote or, if no such terms or rates are shown in the Quote, in accordance with the Agency’s standard terms and rates for the services performed.
2. COMMENCEMENT AND DURATION
2.1 These Terms and Conditions shall remain in effect from the commencement date specified in the Quote and will continue:
2.1.1 and automatically be renewed on a monthly basis until and unless either the Client or the Agency gives to the other not less than 14 days’ written notice terminating this Terms and Conditions; or
2.1.2 until the Services have been provided in full; or
2.1.3 until the completion date stated in the Quote; or
2.1.4 until earlier termination of the Engagement in accordance with Clause 12.
3. PROVISION OF SERVICES
3.1 During the term of the Engagement, the Agency will provide the Services with reasonable care and skill and in accordance with this Terms and Conditions.
3.2 The Agency will as soon as reasonably practicable notify the Client if, for any reason at any time during the term of this Terms and Conditions, it is unable to provide the Services as required by the Client.
3.3 The Agency will not:
3.3.1 hold itself out as having authority to bind the Client; nor
3.3.2 have any authority to incur any expenditure in the name of or on behalf of the Client, unless the Agency has obtained the prior written consent of the Client.
3.4 The Agency will provide personal instruments and/or equipment and/or computer equipment necessary for the provision of the Services and the Agency will be liable, at its own cost, to keep any such personal instruments and/or equipment and/or computer equipment in a safe and proper operating condition.
3.5 In providing the Services under the Engagement, the Agency and the Client acknowledge that this Terms and Conditions does not create a partnership, joint venture or agency relationship between them and is exclusively a contract for services between independent contracting parties.
4.1 The Client will pay to the Agency in consideration of the provision of the Services the fee set out in the Quote (the “Fee”), within 14 days of receipt of an invoice submitted in accordance to Clause 4.2.
4.2 The Agency will render one or more invoices on the basis set out in the Quote to the Client in respect of the Fee.
4.3 All payments by the Client shall be made free and clear of and without deduction for or on account of all of any present or future taxes, levies or withholdings and without any set-off or counterclaim.
4.4 If any invoice (or any part of an invoice) remains unpaid at the due date for payment, such invoice will bear interest at the interest rate of 2.00% per annum calculated on a daily basis from the day after the due date for payment up to (and including) the date of payment of the invoice in full. The Agency may include the interest accrued in its next invoice, as part of the amount to be paid by the Client.
4.5 Acceptance of the Fee by the Agency will be without prejudice to any claims or rights which the Agency may have against the Client and will not constitute any admission by the Agency under this Terms and Conditions.
5.1 The Agency will be responsible for all out-of-pocket expenses and normal overhead expenditure incurred by it in the performance of its duties under this Terms and Conditions. For the avoidance of doubt, the Agency will be entitled to be reimbursed for all out-of-pocket expenses reasonably incurred by the Agency in the proper provision of the Services, subject to the production of such receipts or other evidence as the Client may reasonably require and will include any such expenses on invoices rendered pursuant to the Quote.
6. LIMITATION OF LIABILITY
6.1 Without prejudice to Clause 6.2, the maximum aggregate liability under this Terms and Conditions, whether in contract, shall not exceed the Fee and neither party shall be liable to the other for any indirect or consequential loss.
6.2 Nothing in this Terms and Conditions shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law.
7.1 The Client shall indemnify and hold harmless the Agency, against any and all damage, loss, claims, liabilities, expenses, demands or proceedings (including without limitation reasonable expenses of investigation and legal fees and disbursements incurred on a solicitor and client basis in connection with any action, suit or proceeding) arising out of or in connections with:
7.1.1 the performance of the Client’s business; or
7.1.2 all acts and omissions by the Client in the performance of its business and operations; or
7.1.3 the exercise of the Client’s rights and obligations under the Terms and Conditions.
8. CONFIDENTIAL INFORMATION
8.1 The Agency will not, during the period of the Engagement, without the prior written approval of the Client (such approval not to be unreasonably withheld), use for its own benefit or for the benefit of any other person, firm, Client or organisation or directly or indirectly divulge or disclose to any person any Confidential Information which has come, or may come, to the Agency’s knowledge during the term of the Engagement.
8.2 The restrictions contained in this Clause will not apply to:
8.2.1 any Confidential Information which is already in or (otherwise than through the Agency’s unauthorised disclosure) becomes available to, or within the knowledge of, the public generally; or
8.2.2 any Confidential Information which can be shown by documentation to have been developed by the Agency independently of the disclosure by the Client; or
8.2.3 any lawful disclosure to the Agency by a third party without an obligation of confidentiality; or
8.2.4 any use or disclosure authorised by the Client or as required by law.
9. INTELLECTUAL PROPERTY
9.1 The Client acknowledges that the Agency provides no warranties in relation to the Intellectual Property Rights in the Works. The Agency excludes all liability to the Client (to the extent permissible by law) that may arise in relation to the Intellectual Property Rights after the date of this Terms and Conditions. Once payment is received, the Agency grants all rights to content produced for Client exclusively to Client, excluding third party components. Notwithstanding the foregoing, the Agency retains the right to display graphics and other Web content elements as examples of the Agency’s work.
10. OBLIGATIONS OF THE CLIENT
10.1 The Client will provide the Agency such access to its premises and to information, records and other materials of the Client as the Agency may reasonably require to enable the Agency to provide the Services.
10.2 The Client will:
10.2.1 make available such working space and facilities at its premises as the Agency considers necessary for the Agency to provide the Services; and
10.2.2 agree with the Agency to schedule work to the best convenience of both parties.
11.1 Unless expressly agreed to be binding, delivery or service periods stated shall only be approximate and non-binding. Binding agreements on deadlines shall be recorded in writing or confirmed by the Agency in writing.
11.2 If the delivery/service of the Agency is delayed for reasons for which the Agency is not responsible, such as, e.g. events of force majeure or other unforeseeable events that cannot be prevented by reasonable means, the service obligations shall be suspended for the duration and to the extent of the impediment and the deadlines shall be extended accordingly. If such delays continue for more than two months, the Client and the Agency shall be entitled to rescind the Engagement.
12.1 Either party may terminate the Engagement by giving no less than 14 days’ written notice to the other party.
12.2 In the event that there is a minimum commitment period stated in the Quote, and the Client terminates this Engagement prior to its fulfillment of the minimum commitment period, the remaining Fees to be paid in respect of the Services under the Engagement (which the Client would have had to pay till the end of the commitment period or when the Services have been provided in full if not for early termination) shall become immediately due and payable to the Agency (“Early Termination Fee”). The Client shall pay the Early Termination Fee to the Agency within 14 days from the date written notice is given.
12.3 The Agency may, by written notice to the Client and at any time, terminate the Engagement with immediate effect without liability to pay any compensation or damages if:
12.3.1 The Client commits any serious or repeated breach or non-observance of any of the Terms and Conditions, and for the avoidance of doubt, a failure to pay the Fee on the due date will be treated as a serious breach; or
12.3.2 The provision of Services becomes impossible for reasons for which the Client is responsible or is further delayed even though the Client was granted a grace period of 14 days;
12.3.3 The Client or any of its directors, officers, employees or agents commits an act of fraud or dishonesty, or acts in any manner which in the reasonable opinion of the Agency brings, or is likely to bring, the Agency into disrepute; or
12.3.4 The Client makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation to the Client.
12.4 The Client may, by written notice to the Agency and at any time, terminate the Engagement with immediate effect with no further obligation to make any further payment to the Agency (other than in respect of amounts accrued prior to the Termination Date) if:
12.4.1 the Agency commits any serious or repeated breach or non-observance of any of the Terms and Conditions; or
12.4.2 the Agency is guilty of any act of fraud or dishonesty, or acts in any manner which in the reasonable opinion of the Company brings, or is likely to bring, the Company into disrepute; or
12.4.3 the Agency makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation to the Agency.
12.5 Neither party will be in breach of this Terms and Conditions if there is any total or partial failure of performance due to any act of God, fire, act of government or state, war, civil commotion, labour disputes of whatever nature and any other reason beyond the control of either party (each a Force Majeure Event).
13. REMEDIES AND WAIVER
13.1 Any remedy or right conferred upon the Agency for breach of this Terms and Conditions will be in addition to and without prejudice to all other rights and remedies available to it by law.
13.2 Any waiver of any breach of this Terms and Conditions shall not be deemed to apply to any succeeding breach of the provision or of any other provision of this Terms and Conditions. No failure to exercise and no delay in exercising on the part of any of the Parties any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
14. GOVERNING LAW AND JURISDICTION
14.1 The Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore and the Parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Republic of Singapore.
By accepting the Quote, whether is it by means of clicking on the “Accept” button from the Xero online portal or in writing via electronic mail, you expressly represent that:
(1) You have the authority to enter into the Engagement on behalf of the Client.
(2) You have read, understood, and agree to these Terms and Conditions.
(3) This is an electronic Terms and Conditions and no further signature is required.