Terms of Business

OAK DIGITAL MARKET PTE LTD (UEN: 202517780D)
Effective Date: [19/04/2025]

1. Definitions

1.1 “Agreement” means these Terms of Service, any attached schedules, and any mutually executed Service Proposal.
1.2 “Client” refers to the individual or entity engaging the Services.
1.3 “Services” means the digital marketing, SEO, advertising, or related services described in a Service Proposal.
1.4 “Deliverables” means any materials, reports, or outputs provided under this Agreement.
1.5 “Ad Spend” refers to the Client’s budget allocated for paid advertising campaigns.
1.6 “Platform Glitches” means technical errors caused by third-party platforms (e.g., Google Ads, Meta) beyond the Agency’s control.

2. Engagement & Scope

2.1 Services commence only upon:
(a) The Client’s execution of a Service Proposal; or
(b) Payment of the non-refundable deposit (if no signed Proposal exists).
2.2 The Client shall provide timely access to all required accounts, data, and brand assets. Delays caused by the Client may result in adjusted timelines.

3. SEO Performance Guarantee

3.1 Any SEO performance guarantees (if explicitly stated in a Service Proposal) are subject to:

  • (a) The Client’s adherence to recommended best practices;

  • (b) No unauthorized alterations to website content, structure, or backlinks by the Client or third parties;

  • (c) No algorithmic penalties imposed by search engines unrelated to the Agency’s work.
    3.2 Guarantee Voidance: The Agency’s SEO guarantees shall be null and void if:

  • (a) The Client removes, modifies, or unpublishes content optimized by the Agency;

  • (b) The Client fails to implement critical technical recommendations (e.g., fixing crawl errors).

4. Content Approval & Deadlines

4.1 The Client shall provide feedback or approval on submitted content (e.g., ad copy, blog posts) within 7 calendar days of receipt.
4.2 Deemed Approval: If the Client fails to respond within 7 days, the Agency may proceed with publishing the content as-is, and the Client shall be deemed to have approved such content.

5. Termination & Financial Obligations

5.1 Termination by Client:

  • (a) The Client may terminate with 30 days’ written notice; however, the Client remains liable for:

    • (i) All work completed up to the termination date;

    • (ii) Outstanding fees for the remaining committed contract period (e.g., if on a 6-month retainer, fees for unused months are still payable unless otherwise negotiated).
      5.2 Termination by Agency: The Agency may terminate for material breach (e.g., non-payment) with 14 days’ notice.

6. Communications

6.1 Official Communications: All notices, approvals, and requests under this Agreement shall be delivered via email to the addresses specified in the Service Proposal.
6.2 Effectiveness: Emails shall be deemed received upon delivery (if sent during business hours) or at 9:00 AM on the next business day (if sent after hours).

7. Fees & Payment

7.1 Fees: As specified in the Service Proposal. Additional requests outside the scope may incur charges.
7.2 Payment Terms:
(a) A 50% non-refundable deposit is due upon engagement.
(b) The remaining balance is due within 7 calendar days of invoice issuance.
7.3 Late Payments: Overdue amounts shall accrue interest at 1.5% per month (or the maximum permitted by law).
7.4 No GST: All fees are exclusive of Goods and Services Tax (GST), as OAK Digital Market Pte Ltd is not GST-registered.

8. Client Responsibilities

8.1 The Client warrants that all materials provided (e.g., logos, content) do not infringe third-party rights.
8.2 The Client shall obtain necessary licenses for third-party assets (e.g., stock images).

9. Intellectual Property

9.1 Pre-Existing IP: Each party retains ownership of its pre-existing intellectual property.
9.2 Deliverables: Upon full payment, the Client receives a non-exclusive, perpetual license to use the Deliverables for their intended purpose.
9.3 Agency Rights: OAK Digital Market Pte Ltd retains the right to display Deliverables in its portfolio and marketing materials, unless otherwise agreed in writing.

10. Ad Spend & Third-Party Platforms

10.1 The Client acknowledges that:
(a) Ad Spend is managed per the Client’s approved budget.
(b) Platform Glitches (e.g., over-delivery of ads) are beyond the Agency’s control.
10.2 The Agency shall not be liable for:
(a) Over/under-spending caused by Platform Glitches.
(b) Discrepancies in third-party platform reporting.
10.3 The Client agrees to resolve billing disputes directly with the platform provider.

11. Confidentiality & Data Protection

11.1 Both parties agree to protect confidential information under this Agreement.
11.2 Personal data shall be handled in compliance with Singapore’s Personal Data Protection Act (PDPA).

12. Limitation of Liability

12.1 The Agency’s total liability for any claim shall not exceed the total fees paid by the Client for the relevant Services.
12.2 The Agency shall not be liable for:
(a) Indirect, consequential, or punitive damages.
(b) Losses arising from third-party actions (e.g., search engine algorithm changes).

13. Termination

13.1 By Client: The Client may terminate with 30 days’ written notice. Deposits are non-refundable if work has commenced.
13.2 By Agency: The Agency may terminate for material breach (e.g., non-payment) with 14 days’ notice.

14. Governing Law & Dispute Resolution

14.1 This Agreement shall be governed by and construed in accordance with the laws of Singapore.
14.2 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 the courts of Singapore, to which the parties hereby submit.

15. General Provisions

15.1 Force Majeure: Neither party shall be liable for delays caused by events beyond reasonable control (e.g., natural disasters, pandemics).
15.2 Amendments: No modification is valid unless in writing and signed by both parties.
15.3 Waiver: Failure to enforce any right under this Agreement shall not constitute a waiver.
15.4 Severability: If any clause is deemed unenforceable, the remaining terms shall remain valid.

ACCEPTANCE
By engaging the Services of OAK Digital Market Pte Ltd, the Client agrees to be bound by these Terms of Service.