General Terms & Conditions
All sales and services described on the proposal hereof are subject to the General Terms and Conditions herein, which supersede any previous communication or agreements that may exist. Modifications to this agreement can only be made through a written amendment signed by both parties. Any Quotation of Service (s), when signed by both parties, serves as a legal contract between both The Client (customer of iClick Media Pte. Ltd.) and iClick Media Pte. Ltd (The Consultant)
1. Web/Application Development & Warranty
- Cost of stock images/video/music/copywritingused in website design will be borne by The Client.
- Data-entry or content population is excluded in The Consultant’s service and shall be self-managed by The Client, unless otherwise stated.
- For Customised Design project, The Consultant will provide mock-up design for only 1 Homepage and any selected 2 Inner-pages. The Client is allowed up to 3 rounds of design amendments. Additional design request is chargeable at $680 per design (1 Homepage & 2 Inner pages). Additional mock-up request will be charged at $ 250 per page. Additional design amendments will be charged up to $ 300 per round.
- For Template Website project, a maximum of 3 design themes will be provided to The Client. If The Client does not fancy any of the 3 design themes, The Consultant will send another 3 design themes over until a suitable template has been decided and confirmed by The Client.
- There will be 3 graphic design banners designed for The Client to be used on the homepage banners. Any other graphic design will be charged separately.
- One-time System training session at The Consultant’s office will be provided. Each training session may be up to 1 hour maximum. Additional training session is chargeable at $ 500 per session. Up to 2 clients can attend the training session.
- The Client will be required to endorse on Final Project Handover Form prior to launch of website.
- There will be a 60-days warranty given to The Client and is only valid for projects fully developed by The Consultant.
- This warranty will begin on the day the website is launched. This warranty provided by The Consultant covers the workmanship and quality of the website, defects and bugs on the website, or any other technical issues that occurs due to web development. The Consultant will require up to 2 business days to respond to any support assistance requests. Rectification of defects and resolution of technical issues can take from 1-5 business days, depending on the severity and complexity of the issue.
- Should The Client encounter technical issue on the website after the warranty period, The Client can notify The Consultant and The Consultant will proceed to investigate. If the root of the problem is inherent from The Consultant’s workmanship, The Consultant will proceed to rectify without additional charges. Otherwise, The Consultant will report the investigation findings to The Client accordingly and inform The Client if additional cost may incur for rectification work. The warranty excludes content updates, additional configuration requested by The Client that is not specified in contract, errors arising with, or caused by the hosting system, customer errors and systems developed by 3rd party agencies.
2. Search-Engine Optimisation (SEO)
- The Client agrees that Google search engine ranking algorithm is dynamic, which results in fluctuation of ranking positions on Search Engine Results Pages (SERPs). The Client shall indemnify The Consultant against any claim, liability, loss, cost, damage or expense suffered or incurred by The Client arising from Google search engine’s algorithm changes. The Consultant does not offer guarantee on any position on Google SERPs. However, The Consultant will use all commercially-reasonable and ethical efforts to ensure consistent first page positions for the contracted keywords.
- The Consultant shall achieve the agreed Campaign Objectives (Traffic, Conversions, Ranking) by the end of the contracted term of the engagement, unless the Consultant is prevented from doing so due to the Client or other 3rd parties.
- The Consultant is not responsible for changes made to The Client’s website by other 3rd parties engaged by The Client. These changes may adversely affect the rankings, conversion and traffic of The Client’s site.
- The Client agrees to authorise The Consultant to create, amend, add in, remove keywords, web pages, content as necessary during the SEO process for the purpose of allowing search engines to index and crawl the web pages more efficiently. The Consultant shall indemnify the Client against any damage caused to the Client or its related parties by the Consultant as a result of the above activities.
- The Consultant agrees to retain and shall not reverse all SEO efforts, which includes both on-page and off-page optimisation and link building activities, carried out during the contracted campaign period even after the campaign has ended.
3. Digital Ad-Buying or Pay-Per-Click campaigns
- The ad buying campaign will be managed within allocated budget as per contracted. In the event that daily clicks/impressions are lower than the daily allocated budget, the campaign duration may be extended, without additional cost, to expend the total budget, until the budget is fully utilised. In the event that daily clicks/impressions are more than the daily allocated budget, the ads consequently will not be displayed throughout the day.
- The Client will have to give written instruction to The Consultant to increase daily budget, in which The Client accepts that the duration of the campaign may be shorter than stated in contract. Alternately, The Client may choose to top-up the budget to maintain the duration of the campaign.
- SEM campaign requires upfront payment before it can be activated.
- In the event that the allocated budget has been fully exhausted and media fees are not paid, The Consultant reserves the right to suspend the campaign till payment has been made.
4. Social Media Management
- Any prize or gift that is to be given away in promotion/social media contest will be provided by The Client.
- The Client will need to give written approval for the Social Media posting plan before The Consultant can execute the posting.
5. Commencement & Duration
- The commencement date and duration of contracted services will be provided to The Client by The Consultant in writing and will require written consent from The Client prior to commencement.
- The contracted services may be renewed thereafter as per mutually agreed by both parties in writing.
6. Prices & Payment
- Prices will be quoted in writing by The Consultant. The Client must return an endorsed copy of agreement to The Consultant before project commencement.
- All Goods & Services Taxes levied on contracted services are mandatory and shall be borne and paid by The Client to The Consultant.
- The Client agrees to pay all invoiced amounts within fourteen (14) days of The Consultant’s invoice date.
- The Consultant reserves the right to suspend the contracted services in the absence of full payment by the due date. Suspended services will be resumed upon the receipt of full payment.
- A Late Payment Fee (5% of the outstanding amount) will be levied on The Client if invoiced payment is not received in full by payment due date. This Late Payment Fee will be calculated on a monthly basis – based on the outstanding amount on invoice until full payment is received.
7. Change, Postponement & Termination of Services
- Addition or change of project requirements during project implementation phase will result in additional cost. The Consultant will communicate with The Client explicitly the required cost and time for the new implementations and The Client will need provide a written approval before The Consultant commences on the new requirements.
- Should there be any project delay, with or without receiving notice from The Client, for more than 30 calendar days after commencement of the project, The Consultant reserves the right to terminate and invoice The Client for work that has been completed.
- In any case of termination of agreement initiated by The Client, The Client will forfeit all payments that have been made to The Consultant and is further liable to make a cancellation penalty, which amounts to 30% of the balance unpaid contracted amount inclusive of GST.
8. Client’s Responsibility
- The Client is responsible to provide The Consultant with all necessary information that The Consultant requires to fulfil the contracted services such as, but not limited to, cPanel, FTP and CMS access. The Consultant will maintain the confidentiality and integrity of information that is provided.
- It is the responsibility of The Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representationto The Consultant for incorporation into the contracted services. The Consultant shall be fully indemnified (including, but not limited to, all its costs and expenses, including costs of its solicitors on an indemnity basis) by The Client against any such infringement.
- The Client is responsible to ensure that the source files provided by The Consultant, upon project completion and full payment, can only be used for enhancements and maintenance purposes. It shall not be reused or deployed as an independent system/application or repackaged as a separate system/application for commercial purpose.
9. Limitation of Liability and Force Majeure
- For content such as, but not limited to, text, images and music provided by The Client to The Consultant, The Client will be further responsible that this content do not infringe any intellectual property rights of any other party.
- Neither party will be liable for performance delays and/or for non-performance due to causes beyond its reasonable control except for payment obligations. For the purposes of this clause, force majeure shall mean any unforeseen event beyond the reasonable control of The Consultant such as, but not limited to, any act of government or any authorities, war, civil commotions, national emergency, natural disasters, fires, acts of terrorism, accidents and strikes.