Subscription Terms

1. Scope of services

The Solutions Provider shall provide the Client with 1-Time Web design and development services and on-going services throughout the duration of this Agreement.

1.1 Web design and development

At the start of the agreement, the Solutions Provider designed and developed a website for the Client once. This will happen once at the start of the Service Term.

1.1.1 Scope of services

The 1-Time services are:

• Requirements Gathering Call: Discuss functional and aesthetic preferences (1 call)
• Requirements Document: Outline to align on visual outcomes (1 document)
• Design Mock-up: Figma mock-up for large screen size (1 design)
• Design Revision Rounds: 3 rounds for design mock-up feedback
• Website Development: Built with Next.js framework (1 website)
• Development Revision Rounds: 3 rounds for development feedback
• On-Page SEO: Optimization and evaluation using Google PageSpeed Insights
• Analytics Integration: Set up in code with client-provided IDs
• Website Deployment: Including DNS record modifications on client’s domain host account
• Google PageSpeed Insights Report: Link available upon request

1.1.2 Definition of revision round

A revision round is defined as a collection of changes to be made to the design mock-up of website development that has been submitted to the Solutions Provider. Upon starting on the list of changes, any additional revisions will count towards a new revision round. In order to maximise the usage of revision rounds, The Client is encouraged to consolidate feedback and change requests before submission to the Solutions Provider.

1.1.2 Timelines and turnaround time

The Solutions Provider proposes a 21 working day turnaround timeline as follows:

• Work Day 1: Requirements gathering call
• Work Day 2: Submission of requirements document to the Client
• Work Day 3: Approval of requirements document by the Client
• Work Day 6: Submission of Figma design mock-up draft to the Client
• Work Day 8: Completion of any design revisions and approval by the Client
• Work Day 16: Submission of development draft to the Client
• Work Day 20: Completion of any development revisions and approval by the Client
• Work Day 21: Deployment of the website and modification of DNS records

While the process can be completed within 21 working days, it may extend due to factors such as the number of revisions required and the turnaround time for feedback. The standard turnaround time for design revisions are typically 2-3 days, and development revisions 3-4 days. However, this may be extended based on the quantity and complexity of the changes requested.

1.1.3 Client Approval

The Client agrees that the following approvals are required before certain tasks may commence:

• Requirements document to be approved before design phase may begin
• Design to be approved before development begins
• Client to submit images, videos, write-ups and other content before development begins
• Client to approval website development before deployment activities begin

The Solutions Provider will prompt the Client for approval at the mentioned phases.

1.2 Hosting and maintenance

Upon the deployment of the website, the Solutions Provider shall provide the following services to the Client throughout the duration of the agreement:

• Hosting (“Web Hosting”)
• Standard SSL Certificate
• 100GB of Storage
• Critical server maintenance and dependency updates for the code base
• Safe keeping of code base in the Solutions Provider’s code repository
• Technical support and content updates - The Client will be allocated 3 Support Units per month to be utilised as outlined in Section 3.

The services will be provided for the website developed, identified by its domain name:

                                                                                                                                                                                  .

2 Service Term

The duration for this agreement shall be for a duration of 24 months (“Full Service Term”) starting on the Effective Date. 

3. Technical support

Support Units refer to credits allocated by the Solutions Provider to the Client which can be utilised for technical support for the website. 

3.1 Usage of Support Units

Support Units are subtracted from the total amount of Support Units allocated for each task requested by the Client, with a minimum subtraction of 1 Support Hour Unit. It is recommended that the Client provides changes to the website in batches to optimise the usage of Support Units.

3.2 Tracking of Support Units

A GoogleSheet or similar  task list will be created and shared with the Client. Upon request, the Solutions Provider will provide an updated version of this document to the Client. Upon the confirmation of the task, the hours utilised will be added to the task.

3.3 Validity of Support Units

Support Units are allocated on the first day of the billing cycle and expire on the last day of the billing cycle. The Client may only utilise Support Units that are within their billing cycle and paid for.

3.4 Turnaround time

The turnaround time for requested changes and tasks depends on its complexity. For tasks relating to the updating of text, media and other content, the average turnaround time is 1-3 business days, depending on the scale of the update. The Solutions Provider will proactively inform the Client in situations where tasks are expected to take longer than this duration.

3.5 Additional Support Units

If the Client requests a task or project to be completed and it requires more Support Units than available, the Solutions Provider will inform the Client and provide a quote to the Client for the task or project.

3.6 Operating Hours

Standard operating hours are Monday to Friday from 10AM - 6PM, excluding Singapore public holidays. Emergency requests outside of the standard operating hours may incur additional Support Units or surcharges, in which approval will be required from the Client in order to process the request.

3.7 Standard Lead Time

The Client should communicate requests directly to their assigned account manager. The account manager is expected to respond to requests within no more than 2-3 working days, within the stated Operating Hours in Section 3.6. However, the Solutions Provider will do their best to respond as promptly as possible.

3.8 Escalation Of Support Issues

For issues regarding the account manager or general satisfaction levels that cannot be resolved directly with the assigned account manager, the Client contacts the Managing Director of the Solutions Provider. 

ALOYSIUS WEE 

Managing Director (LAEMDA LLP)

WhatsApp: +65 8288 8756

Email: aloy@laemda.com

4. Fees

4.1  Waiver of design and development fee (upfront fees)

The Solutions Provider agrees to fully waive the upfront fees of 2,200 Singapore Dollars (“Upfront Fee”) in consideration of the completion of the Full Service Term as stated in Section 2. 

The Client acknowledges that the waiver of the upfront fees is only possible as a result of their commitment to payments for throughout the duration of the Full Service Term and the termination of the agreement before the duration of the Full Service Term will incur monetary losses for the Solutions Provider.

4.2  Service fees and billing cycle

The Client may choose to pay service fees on a monthly or yearly basis. 

• For monthly payments, the Client agrees to pay the Solutions Provider:
• • 99 Singapore Dollars (“Monthly Service Fee”)  per month for the Core plan
  • or 149 Singapore Dollars (“Monthly Service Fee”)  per month for the Plus plan
  • or a pre-agreed upon amount (“Monthly Service Fee”)  per month for Custom plans
• For annual payments, the Solutions Provider agrees to extend a discount equal to one (1) month of fees for each annual payment.

The start of the billing cycle will be the date that the first payment is received.

4.3 Payment method

The Solutions Provider will provide the Client with a payment link on Stripe. Stripe will manage the monthly payments and deduct the fees from the clients chosen payment method automatically. 

4.4 Payment terms

Upon the authorisation of this agreement, the Solutions Provider will provide the Client with a payment link whereby the first payment is due immediately.  Subsequent payments will be billed on the same date of each month or year, depending on the billing cycle chosen by the Client.

4.5 Late and overdue payments

In the scenario of late and overdue payments due to rejected payment methods, insufficient funds or other payment failure reasons, the Solutions Provider will inform the Client via email or text messaging. The Client must ensure that the payment is successful within 7 calendar days of notice (“Grace Period”).

The Solutions Provider reserves the right to suspend the provision of Services until all outstanding amounts are settled. 

4.6 Late payment fees

After 7 days of a late or overdue payment, the Client shall incur a late fee that includes the following:

• 10% per annum, accrue daily from the conclusion of the grace period until the date of payment
• $15 administration fee per invoice

5. Client responsibilities

5.1 Task requirements 

The Client agrees to facilitate the Solutions Provider's effective service delivery by ensuring clear instructions and resources that meet the requirements of usage are made available to the Client’s assigned project manager. 

5.2 Task requests 

Task requests should be made through the account manager assigned to the Client via WhatsApp or Email. Should the request involve the use of media assets, these assets must be shared with the Solutions Provider through a Cloud Drive to prevent the loss of quality of these assets.

5.3 Feedback, approval and other communications

During the Service Term, the Solutions Provider will make every effort to facilitate the efficient execution of tasks. However, this can sometimes be dependent on the speed of response and availability of the Client. 

5.4 Provision of content

The Client is responsible for the provision of content, including images, videos and write-ups for the design and development of the website. To ensure that the content assets are of the highest possible quality, the Client should share the original copy of the content through a Cloud Drive.

5.5 Valid payment method

The Client is responsible for ensuring that their payment methods are up to date and valid.

5.6 Delays or Pauses

The Solutions Provider is not responsible for delays or pauses arising from the Client side including, but not limited to, the lack of availability or response of the Client and time required for the Client’s internal review or decision making. Therefore, any such delay shall not be grounds for adjustments to the Service Fees or billing cycle.

6. Renewal and termination

6.1 Renewal

6.1.1 Automatic renewal

Upon the completion of the Full Service Term, this agreement will automatically renew should the Client continue to make their payments. 

6.1.2 Cancellation of renewal

To cancel an upcoming renewal, the Client will need to provide written notice either via email or text messaging to the Solutions Provider at least 2 work days prior to the renewal date. Upon receiving notice, the Solutions Provider will cancel the Client’s payment subscription on Stripe. 

6.1.2 Request for backdated cancellation of renewal

The Client may request a back dated cancellation if they intended to cancel but missed the deadline to do so. However, the Client acknowledges that once the Service Fees have been charged, Stripe deducts a transaction fee and the full amount cannot be refunded. 

6.2 Termination

6.2.1 Termination 

The Client may terminate the Agreement for any reason by providing written notice at least 14 calendar days prior to the next billing date. 

6.2.2 Early termination fees

An early termination is defined as the termination of this agreement before the completion of the Full Service Term as stated in Section 2.

In the event of early termination, the Client will be invoiced for an early termination fee, equal to the sum of Service Fees for the remainder of the Full Service Term. For example, if the agreement is terminated on the 18th month and the Full Service Term is 24 months, the Client will be invoiced a early termination fee for the remaining six (6) months. The early termination fee is due immediately from the date of termination and payable by bank transfer. The Upfront fee is subjected to the late payment clauses stated in Section 4.5 and 4.6.

The Solutions Provider may not terminate this Agreement before the completion of the Full Service Term unless the Client has an outstanding invoice that is at least 30 days past due and at least 3 attempts to resolve the late payments with the Client have been made. 

6.2.3 Fees paid and due

Upon termination, any fees paid are not refundable.

6.4 Transition of services

The Client may initiate a planned transition of services. The transition plan shall be established and executed in advance before the termination date with consideration to the Support Units remaining. A transition of service is only possible after the completion of the initial Service Term Commitment. The Client acknowledges that the solutions deployed by the Solutions Provider may integrate with proprietary solutions or solutions unique to the Solutions Provider that may not be transferred or exported.

7. Ownership

7.1 Ownership during the initial service term

During the initial Service Term Commitment of this Agreement and until full payment for the Service Term Commitment is received by the Solution Provider, the Solution Provider shall retain ownership of all intellectual property rights associated with the Website, including but not limited to, the Website design and functionality, the source code and underlying software on the Website, excluding Client Content and Website Data. 

Client Content refers to text, media, and other materials or assets provided by the Client for the development or maintenance of the service.

Website Data refers to data generated by the Website such as customer form data collected by the Website. 

7.1.1 Lead or Form Data

The Client acknowledges and agrees that by default, any leads or form data generated through the website will be emailed directly to the Client and will not be stored by the Solutions Provider or any third-party service associated with the Solutions Provider, unless agreed upon by both parties. Apart from meeting functionality requirements such as emailing the form data to the Client, The Solutions Provider will not access or process this data in any way and shall not retain any rights to the data generated from the Client's website.

7.2 Transfer of ownership 

Upon the completion of the full Agreement duration as stated in Section 2, the ownership of the Website as whole is transferred to the Client. The Client will have the full ownership rights to deploy the Website without the Solutions Provider.

In the event where the Client has terminated the Agreement before the completion of the full Agreement duration as stated in Section 2, the ownership of the Website as a whole is transferred to Client upon fulfilling all payment obligations.

7.3 Transfer of files / Migration of services

Upon the completion of the full Agreement duration as stated in Section 2, the Client may request a transfer of Website related assets. These assets include the code base and any content or media assets used for the website, and any other files required in the deployment of the website. The Solutions Provider will also provide any data dumps for Website Data if Website Data is stored). This is usually requested when the Client is looking to manage their website infrastructure in-house or migrate to a different service provider.

In the event where the Client has terminated the Agreement before the completion of the full Agreement duration as stated in Section 2, the Client may request the code of the Website upon fulfilling all payment obligations.

7.3.1 List of files and assets to transfer

• Website code base, consisting of the front-end code refers to the code that controls the visual appearance and user interaction of the Website
• Content and media assets served from the Solutions Provider’s Content Delivery Network
• Any other files or assets required for the deployment of the website

7.3.1 Method of transfer

• Code base: A collaborator invite on GitHub will be sent to the Client
• Media files or assets: A Google Drive folder will be shared with the Client for assets not included in the code base

7.3.2 Removal of code, files and assets

After 7 calendar days from the completion of transfer, the Solutions Provider will no longer maintain the code, assets or files that have been transferred. After this date, it will be the Client’s responsibility to store these files as the Solutions Provider will no longer be able to provide back ups.

7.4 Exclusions

The Website may integrate with services that ownership rights cannot be transferred to the Client. These services that cannot be transferred are code base integrations from third party providers, services owned by the Solutions Provider. This includes, but is not limited to, integrations with UX services such as HotJar, Cloud hosting accounts, content management services, or automation systems owned by the Solutions Provider.

Ownership of these integrations remains with their respective providers and is not transferred to the Client under this Agreement. The Client acknowledges that continued use of such integrations may require separate licence or fees with the third-party providers.

8. Confidentiality

8.1 Obligation to Maintain Confidentiality

During the term of the Agreement, The Solutions Provider  agrees to maintain the strictest confidentiality regarding any proprietary or confidential information disclosed by Client.

8.2 Definition of Confidential Information

For the purpose of this Agreement, "Confidential Information" encompasses any data, information, or materials, whether verbal, written, or in any other form, that is not generally known to the public and is considered confidential and proprietary by the disclosing party. This includes, but is not limited to, trade secrets, business strategies, financial information, marketing plans, client lists, and any other information that may be reasonably expected to be treated as confidential.

8.3 Use of Confidential Information

The Solutions Provider shall not use the Confidential Information for any purpose other than the performance of their obligations under this Agreement.  Any use of such information for personal gain or to the detriment of the Client is strictly prohibited.

8.4 Limited Disclosure

The Solutions Provider agrees to limit the disclosure of Confidential Information to their employees, contractors, or agents who have a legitimate need to know and are bound by written agreements or professional standards of confidentiality.

8.5 Exclusions from Confidentiality

The Solutions Provider’s obligations hereunder shall not apply to any materials or information which The Solutions Provider can demonstrate, through competent evidence (a) is now, or hereafter becomes, through no act or failure to act on its part, generally known or available; (b) is known by The Solutions Provider at the time of receipt; (c) is hereafter furnished to The Solutions Provider by a third party, as a matter of right and without restriction on disclosure; or (d) is independently developed by The Solutions Provider without use of any Confidential Information.  Notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall not be precluded if such disclosure:

(a)is in response to a valid order of a court or other governmental body or any political subdivision thereof; provided, however, that the responding party shall first have given notice to the other party in order that such other party may obtain a protective order;

(b)is otherwise required by law; or

(c)is otherwise necessary to establish rights or enforce obligations under this Agreement.

The Solutions Provider shall be free to use for any purpose any ideas, concepts, know-how, techniques and methodologies in non-tangible form which may be retained, without the premeditated intent to memorise, by those employees of The Solutions Provider who might have been exposed to Confidential Information during the course of this Agreement, provided that such are (a) in the nature of knowledge generally applicable in the industry and (b) do not represent Confidential Information which (i) identifies Client as the source of the information; (ii) contains any financial, statistical, or personal information of Client; or (iii) relates to Client’s business, strategy or marketing plans.

8.6 Remedies

In the event of any breach of this Section 8, the Parties agree that the Client will suffer irreparable harm for which money damages may not be an inadequate remedy.  Accordingly, the Client shall be entitled to seek injunctive relief, in addition to any other available remedies at law or in equity.

8.7 Survival of Obligations

The obligations of confidentiality set forth in this Section 8 shall survive the termination or expiration of this Agreement and shall continue for a period of additional one (1) year thereafter.

9. Liability and indemnification

Except for breaches of confidentiality or intentional misconduct, neither party shall be liable to the other for any indirect, consequential, special, or incidental damages.

10. Governing Law

This retainer agreement, its interpretation, and any disputes arising under or in connection with it shall be governed by and construed in accordance with the laws of the Republic of Singapore.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore Small Claims Tribunals ("SCT") in accordance with the Arbitration Rules of the SCT for the time being in force, which rules are deemed to be incorporated by reference to this clause. Before resorting to arbitration by the SCT, the parties agree to engage in good-faith efforts to resolve any disputes through alternative negotiation through email or video conference call. 

11. Miscellaneous

This retainer contains the entire understanding between the parties and supersedes all prior agreements and understandings.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first above written.