1. The Project.
You/Your Company hereby contracts MELEWI Pte Ltd (201404441D) (“us”,“we”) to perform the following services (the “Project”) in accordance with the terms and conditions set forth in thisAgreement.Each party shall be individually referred to as a “Party”, and both parties shall be collectively referred to as the“Parties”.
2. The Agreement.
These Terms of Work together with the Project Proposal and all schedules (if any) constitutes the entire agreement(“Agreement”) between you and us with respect to matters dealt within it, and may not be amended or varied except in writing signed by both Parties.
This Agreement commences on the date agreed(“Effective Date”), and ends when both Parties have duly completed all their obligations hereunder this Agreement. This Agreement supersedes all or any prior oral or written understanding, representations or commitments of any kind expressed or implied.
3. Our Responsibilities.
3.1 We will work with you to ensure creation and delivery of works to the best of our ability and within the stated estimated timelines. We will provide full quality control and help to review all production work including (depending on agreed scope) typesetting, artwork and printing materials in accordance with the Agreement. We shall provide you with updates on the project at such intervals and in such form as you may from time to time reasonably require.
4. Your Responsibilities.
All timelines stated in this Agreement are estimated, they may vary as the Project progresses, and you agree that time is not of the essence. In addition, delivery timelines are also subject to material, copy, answered queries and approval instructions being promptly given by you.
4.2 Client Materials.
All text, photos and any other material(“Client Materials”) provided by you for usage in the Project are assumed to be cleared of all copyright restrictions. We will not verify the truth, authenticity, ownership or accuracy of the Client Materials, and you therefore warrant that such Client materials are (i) rightfully owned or licensed to you and you have the right to provide them to us for use in theProject; and (ii) not misleading, misrepresentative or in accurate in any aspect. Accordingly, you agree to indemnify us (including attorney’s fees on a client-solicitor basis) against any and all claims (including but not limited to claims of misrepresentation and intellectual property infringement) by third parties against us where such claims arise as a result of your our use of any of the ClientMaterials for the Project.
It is your responsibility to check and approve all typesetting, artwork, proofs, printing materials and any other drafts that we may make available to you. We will not be responsible for errors not noted by you on materials and proofs submitted to you for approval.
We warrant that we shall diligently carry out the Project in a professional manner in accordance with applicable industry standards. All other warranties, express or implied, are disclaimed. In addition, we expressly exclude and disclaim any warranty of merchantability and any warranties of fitness for a particular purpose, application or use, any warranty arising by statute or otherwise in law or from a course of dealing or use of trade, whether expressed or implied, even if we has been advised of such use. Without limiting the generality of clause 12 below, under no circumstances will we be liable to you or any other entity or person for any loss, damage or expense of any kind howsoever caused by the Project (or any part thereof, or any deliverable) or any use of the Project.
6.1 You understand that as the Project is a creative endeavour, deliverables and/or the final product may not be exactly as per the concept or image that you had in mind, and you agree that any minor deviations (whether asa result of differences in opinions, individual perspective, perception or otherwise) is acceptable. Should both Parties agree that the final deliverable is substantially non-conforming or substantively not in compliance with theProject Proposal, you agree that we shall have the opportunity to remedy such non-conformance or non-compliance over the next 30 days, and you shall accept our re-performance or re-delivery if it is substantively in compliance with the Project Proposal.
6.2 Upon our delivery (or re-delivery) of any Project deliverables pursuant to clause 6.1, you shall check and raise any objections or issues with us within seven (7) days, failing which you shall be deemed to have accepted the deliverable(s).
Upon your acceptance of this Agreement, payment for the first Sprint must be received by us at least five (5) working days before the commencement date of the first Sprint. Payments for each succeeding Sprint must also be paid and received by us at least five (5) working days in advance before the start date of each Sprint. Failure to make advance payment for each Sprint as per the foregoing may result in delays in the commencement of each Sprint and therefore the completion of the Project may not take place as per the estimated timeline stated inTimelines & Deliverables, and MELEWI shall be in no manner whatsoever responsible for such delays incompletion. For projects involving programming, a further30% of the total fees must be paid to start the programming phase.
Invoice will be issued to you ten (10) working days prior to the start date of each Sprint. In the event that your Project entails further balance payments after the completion of each Sprint, we will also invoice you accordingly after the end date of each Sprint.
Once a deliverable, a Sprint or a phase of work has been completed, a sign-off sheet will be sent to you, along with a preview of the deliverable, to acknowledge the completion of the said deliverable. Where payment has not yet been made in full, outstanding payment for the completed deliverable(s), Sprint and/or phase of work, as well as a signed copy of the sign-off sheet, must be received by us before actual work can start on the subsequent deliverable(s), Sprint or phase of work.
Once full payment for the completed project phase and/orSprint, along with signed copies of the sign-off sheets for the deliverables, have been received, we will send you the actual deliverables and any materials used for the completion of the said deliverables.
Expenses. Any expenses including photography, stock images, hosting and domain costs will be paid by you but in no event shall we expense anything without prior authorisation from you.
Subcontractors. We may from time to time arrange for the services of others. All costs to the consultant(s) for those services will be paid by you but in no event shall we employ others without prior authorisation from you.
Invoices & payments. All invoices are payable within 14days from the date of the invoice, or five (5) working days prior to the start of the project, whichever is the earlier, failing which, we may charge you interest at a rate of 3% foreach month past the due date, or at the highest interest rate permitted by law, whichever is the lower.
You agree to full indemnify and reimburse us for all costs incurred (including but not limited to legal costs on a solicitor-client basis) in the event that we are required to take any action in order to enforce our rights under thisAgreement, including but not limited to issuing letters of demand and commencing legal actions to claim for unpaid sums due from you.
8.1 Each Party agrees to make every effort to safeguard all confidential information of the other Party exchanged in the course of the Project, such confidential information to include but is not limited to the details of this Agreement and other non-public information of a Party such as its financial information, marketing plans and strategies.
Neither Party will make public any of the aforesaid information without prior permission from the other Party for a period of two (2) years from the Effective Date of this Agreement.
8.2 Referring to you and the services. We may wish to refer to you and the services we have performed for you when marketing our services, and you agree that the aforesaid information does not constitute confidential information.Accordingly, you agree that we may do as the a foregoing subject to non-disclosure of your confidential information.
We own all intellectual property rights to any work conceptualised and completed (including but not limited to works-in-progress and deliverables) by us before we have received full payment for the Project.
Upon full payment, we assign you all of our right, title and interest throughout the world to any inventions and intellectual property rights for work conceptualised and completed during the course of the project.
We will take reasonable care that our creative works are original works developed by us. However, due to the complexity of such rights and legal processes, we do not obtain clearance of intellectual property rights on your behalf, and consequently cannot guarantee that there will be no third party claims against you in relation to theProject or that you will be protected from third parties’ infringement claims. You agree that you will not hold us responsible whatsoever in the event that there are any third party allegations or claims against you in relation to any part of the Project.
Either Party may terminate this Agreement at any time and for any reason by providing seven (7) days prior written notice to the other Party. Should the Project or phase(s) of the Project be terminated by either Party, you agree to pay all outstanding fees, costs and disbursements incurred for work completed up to the point of termination. This includes any external or third party fees, costs and material costs incurred. Outstanding fees for design work are calculated on a 1 to 2-week (sprint) basis on the predetermined rate set for each sprint. The outstanding fees for design work will then be deducted from the initial payment given to us, and you shall pay us any outstanding balance thereto within fourteen (14) days of our invoice to you. In the case where the initial payment is more than the outstanding fees for design work, the balance will then be returned to you within fourteen (14) days.
11. Dispute Resolution.
Parties agree to use their best endeavours to attempt to resolve any dispute by negotiation between the Parties. If the dispute is not resolved after 30 days of good faith negotiations, either Party may start mediation, binding arbitration and/or legal action in Singapore. Accordingly, both Parties agree that this Agreement shall be governed by the laws of Singapore, Singapore shall be the forum for any mediation and/or arbitration, and both Parties shall also submit to the exclusive jurisdiction of the Courts of Singapore.
12. Limitation of Liability.
To the extent permitted by law, we exclude all liability to you, whether in contract, tort, statute or otherwise, arising from or in connection with our services, the Project, any deliverables, this Agreement and its performance. If such liability cannot be excluded, our total liability to you (and to any other person or entity) will not exceed the fees stipulated in the Proposal as payable by you to us(excluding any fees payable to third parties). In no event will we be liable for any indirect, incidental, special or consequential loss or damages, including any loss or damage arising from interruption of business, lost revenue or profits, loss of reputation or loss of opportunities howsoever arising from our services, the Project, any deliverables, this Agreement or its performance.
13. General Terms.
13.1 We will not be liable for any delays or non-performance resulting from circumstances or causes beyond its reasonable control, including but not limited to your acts or omissions, your failure to cooperate, or your delay in providing any Client Materials, the occurrence of fire or other casualty, act of God, epidemic, strike or labor dispute, war or other violence, or any law, order, or any other requirement of any government authority (each an event of “Force Majeure”). In the event that we are delayed or impeded by an event of Force Majeure, then, providing we shall as soon as is reasonably practicable notify you in writing of such delay or impediment, you shall grant to us in writing such extension of time as may be reasonable and the estimated delivery date(s) as set out in the ProjectProposal shall be amended accordingly.
13.2 All written notices sent from one Party to the other must be to the address as stated in the Project Proposal, and the sending Party must be able to prove such valid sending if required by the other Party.
13.3 If any term of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement is not affected. No failure on the part of any Party to exercise and no delay on the part of any Party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it.
13.4 Nothing in this Agreement creates an agency, partnership or joint-venture relationship between theParties, and neither Party has the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.
13.5 A person who is not a party to this Agreement has no right to enforce any term of this Agreement. Both Parties agree that the Contracts (Rights of Third Parties) Act (Cap53B) is not applicable to this Agreement.