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1.1 By signing the Service Order Form, You engage STDM to provide to You the Services (as set out in the Service Order Form) during the Term (as set out in the Service Order Form), subject to the terms set out in the Service Order Form and these terms and conditions (collectively, the “Agreement”).
1.2 You acknowledge and agree that the Service Order Form sets out the respective obligations of each of STDM and Yourself during the Term, and that STDM’s obligation and ability to provide the Services to You are dependent on You strictly complying with Your obligations as stipulated in the [Service Order Form] and in accordance with the timelines set out in the Service Order Form (if any).
1.3 Where STDM provides to You any services in addition to the Services (if instructed, directed or requested by You and agreed to by STDM), STDM shall charge for the same, and You agree to make payment, at STDM’s then prevailing rates.
1.4 You hereby grant consent and authorise STDM and its Related Corporations to collect, use and disclose any information in relation to You (and all other information which STDM may obtain as a result of the provision of the Services) for the purposes of providing the Services to You.
1.5 The Client must take the campaign “live” anytime after STDM has informed Client that it has completed the necessary preparatory work for the Service but in any event no later than 3 months after the date of the Service Order Form. Failure to do so shall be deemed to be a termination by the Client in accordance to Clause 6.1. Any request for extension of time beyond the 3 month period is at the discretion of STDM.
2.1 In consideration of STDM agreeing to provide the Services, You shall pay the Fee as set out in the Service Order Form within the period prescribed in the Service Order Form, in an invoice issued by STDM or in the absence of any such period being prescribed in the Service Order Form or in an invoice issued by STDM, within 14 days after the date of the invoice or such other notification from STDM of the Fee being payable. You agree to pay the Fee free and clear of and without any deduction in respect of any demand, set-off, counterclaim or other dispute or in respect of any withholding or other taxes or duties of any nature. If such deduction or withholding is required by law, You shall nevertheless ensure that the amount paid and remitted to STDM is the amount STDM would have received in the absence of any such deduction or withholding.
2.2 Where any part of the Fee is specified as payable as a deposit, the payment of such deposit does not relieve You from any of Your obligations to pay to STDM any amounts payable under this Agreement as they become due and payable. STDM shall be entitled to retain all such deposits until the expiry or termination of the Term, save where such termination is as a result of or in connection with a breach by You of any of the terms of this Agreement, in which case You agree that STDM shall be entitled to retain such deposit (in whole or in part) notwithstanding the termination of the Term. STDM may, at any time, utilise any or all deposits to set-off against or otherwise settle any amount due, payable or owed to STDM by You.
2.3 Without prejudice to any other rights or remedies available to STDM under this Agreement or at law, in equity or otherwise, STDM may at its sole discretion charge You, and You shall pay to STDM, interest at the rate of 2% per month on any outstanding amount payable by You to STDM, until payment of the same is received by STDM in full.
2.4 All payments made to STDM by You shall either by cheque, credit card or telegraphic transfer to such bank account as STDM may designate from time to time for such purpose, or by such other means as STDM may hereafter prescribe.
2.5 If the details of Service are deemed in STDM’s sole discretion to have been changed over the course of the project, STDM reserves the right to re-scope and re-price the Service and the Client shall pay to STDM any additional fees that may be payable in respect of the re-scoped and re-priced Service.
3.1 Unless expressly stated otherwise in the Service Order Form, all rights, title and/or interest (including but not limited to intellectual property rights) in and to all data, information (confidential or otherwise), technology, platforms, deliverables, plans, work product, designs, methodologies, processes, techniques, ideas, concepts, designs, tools, trade secrets and know-how, and any modifications, improvements or derivative works of the foregoing (collectively, “Material”), resulting from or used in providing the Services shall be retained by STDM. If You come to possess any of the foregoing, You undertake that You shall not at any time use, disclose, publish, disseminate, modify, transfer, transmit, or reproduce, and shall take reasonable precautions to prevent any unauthorised use, disclosure, publication, dissemination, modification, transfer, transmission or reproduction of, the same.
3.2 Nothing in this Agreement shall, or shall be considered to, grant You any right to use the STDM name, or any trade marks, trade names, logos, service marks or Material belonging to STDM, without the prior written consent of STDM.
3.3 STDM shall not be responsible for keeping confidential any Material which You have provided to STDM or which is obtained or collected by STDM (whether solicited by STDM or otherwise) in the course of providing the Services. You agree that STDM may use and disclose all such information in such manner as STDM may deem fit.
3.4 Where the Service includes the provision of any deliverables to you, STDM grants You a non-exclusive, revocable (at STDM’s sole discretion), non-transferable, non-sublicensable, limited, licence to use such deliverables solely for the purposes identified in the Service Order Form or in the absence of such identification, in order for you to use the Service during the Term of the Agreement, provided that You have fully complied with all Your payment and other obligations. You agree to use such deliverables under such licence in compliance with this Agreement, any terms of such licence, and any usage policies STDM may see fit to impose from time to time. You acknowledge and agree that any other use of such deliverables shall constitute a breach of this Agreement.
3.5 You agree that You shall have no recourse against STDM for any alleged or actual infringement or misappropriation of any rights, title and/or interest (including but not limited to intellectual property rights) in and to Your communications with, or Material which You provide to, STDM.
4.1 You represent and warrant that:
4.1.1 You have acquired and will maintain throughout the Term any and all approvals, rights, consents, authorisations, permissions or licences as may be required:
(i) to enter into, and carry out Your obligations under, this Agreement;
(ii) for STDM to provide the Services to You; or
(iii) under any applicable laws, regulatory requirements, codes or other regulations, or any policies or guidelines as may be implemented from time to time by STDM,
and You shall not do or fail to do anything which would be in violation of or infringe any of the terms of such approval, right, consent, authorisation, permission or licence;
4.1.2 You shall provide STDM with access to, and the right to use, disclose, publish, disseminate, modify, transfer, transmit or reproduce, such Material as may be required by STDM to perform its obligations under this Agreement or as may from time to time be requested by STDM;
4.1.3 all Material which You have provided to STDM:
(i) at all times contains only material which is truthful, accurate, complete and not misleading;
(ii) complies at all times with all, and is not in breach of and does not infringe any, applicable laws, regulatory requirements, codes or other regulations (including but not limited to any intellectual property right of any person wherever existing, any obligation of confidence, or any thing that may render STDM liable to any legal or regulatory proceedings or penalty);
(iii) complies with the technical standards and specifications as may be prescribed by STDM from time to time, and is otherwise in accordance with such policies and guidelines as may be implemented from time to time by STDM;
(iv) does not contain any obscene, offensive, defamatory or otherwise actionable material (including material that is objectionable on the grounds of public interest, public morality, public order, public security, national harmony, or is otherwise prohibited by any applicable laws, regulatory requirements, codes or other regulations);
(v) will not cause any disruption or damage to any computer or telecommunications systems, networks or equipment, or undermine the security or integrity of the same, including by importing any viruses, Trojan horses, time bombs or other disabling devices intended to detrimentally interfere, damage, surreptitiously intercept or expropriate such systems, networks or equipment; and
(vi) will be able to be used by STDM at any time without the payment of any fees, royalties or sums by STDM (including any of its holding companies, subsidiaries, directors, officers, agents and employees) to any person.
4.2 STDM makes no express or implied representation, warranty, guarantee or undertaking (whether under this Agreement, implied by law or otherwise), and expressly disclaims any express or implied representation, warranty, guarantee or undertaking, in relation to the provision of the Services or the performance of any of its obligations under this Agreement or any Material or deliverables provided to You.
5.1 To the extent permitted by applicable law, STDM shall not be liable to You in any way whatsoever for any loss, damages or costs, whether in contract or tort (including negligence or breach of statutory duty) or otherwise, arising out of or in connection with this Agreement or the provision of the Services. If, notwithstanding the foregoing, STDM nevertheless incurs any liability to You, You agree that STDM’s aggregate liability to You under or in relation to this Agreement or any of the Services shall in any event not exceed S$50.
5.2 You undertake to indemnify and hold harmless STDM (including its holding companies, subsidiaries, directors, officers, agents and employees) from any and all third party claims made against the same, or any cost, loss, expense and damages arising from or in connection with any act or omission by You, or any breach by You of any representation, warranty, guarantee or undertaking under this Agreement.
5.3 Notwithstanding any of the foregoing, You shall remain solely liable to any person for any and all claims, proceedings, losses, damages, or liabilities incurred or suffered by, or brought against STDM by, such person, arising from or in connection with STDM’s provision of the Services, and shall indemnify and hold harmless STDM in respect of the same, unless any such claim, proceeding, loss, damages or liability is due to STDM’s wilful breach of this Agreement.
5.4 This Clause 5 shall survive any termination of the Term, the provision of the Services, or Your relationship with STDM.
6.1 Unless expressly stated otherwise in the Service Order Form, You are required to fulfill the Term of Service. Should you request that STDM cease or suspend its provision of Services to You, or terminate the Service prematurely, Singtel will do so but you shall continue to be liable to pay STDM the Fee in the manner set forth in Clause 2.
6.2 Without prejudice to Clause 6.1, STDM may suspend the provision of the Services to You, or terminate the Term immediately if:
6.2.1 You do not pay any amount due and payable by You to STDM within 14 days after the due date of such amount;
6.2.2 In STDM’s sole discretion, You are or may be or may become bankrupt or insolvent; or
6.2.3 You have, or STDM has reason to believe that You have, committed a breach of any of the terms of this Agreement.
6.3 STDM may, on and at any time after the date of termination of the Term, by written notice to You, claim all or any part of the Service Fee, together with any accrued interest, and all other amounts accrued or outstanding under this Agreement, be immediately payable to STDM, whereupon they shall become immediately due and payable.
6.4 You shall not be entitled to any payment, compensation or damages from STDM in relation to the suspension of the Services or the termination of the Term for any reason whatsoever.
6.5 STDM’s right to suspend the provision of Services or terminate the Term under this Clause 6 shall be without prejudice to any other rights or remedies which STDM may have at law, in equity or under any agreement (including but not limited to this Agreement).
6.6 You acknowledge and agree that STDM would have expended work, resources and time in the provision of and for the purposes of providing the Services (including prior to the date of this Agreement). Accordingly, You further acknowledge and agree that the amounts payable by You to STDM under Clauses 6.1 and 6.3 and/or shall be payable as liquidated damages and represent a genuine pre-estimate of STDM’s losses arising from or in connection with the termination of the Term.
7.1 STDM shall not be liable to You or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Services or to discharge any of its obligations under this Agreement, if the delay or failure was caused by any event or circumstance the occurrence of which STDM is unable to prevent or avoid and which prevents STDM from performing, or adversely affects the performance or continued performance by STDM of, its obligations under this Agreement.
7.2 STDM may by giving You notice in writing waive any provision or breach of any provision of this Agreement. No failure to exercise or enforce, and no delay on the part of STDM in exercising or enforcing, any of its rights under this Agreement shall operate as a waiver thereof, nor shall such failure or delay in any way prejudice or affect the right of STDM at any time thereafter to act strictly in accordance with its rights and powers under this Agreement.
7.3 You shall not assign, transfer or encumber any or all of Your rights, interests and obligations under this Agreement without STDM’s prior written consent. STDM may assign, transfer or encumber any or all of its rights, interests and obligations under this Agreement to or in favour of any third party without Your prior written consent
7.4 No person other than STDM and You shall have any right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any provision of this Agreement.
7.5 This Agreement shall be governed by and construed in accordance with the laws of Singapore, and the parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.
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