Terms of Business
OAK DIGITAL MARKET PTE LTD (UEN: 202517780D)
Effective Date: [19/04/2025]
1. Definitions
1.1 “Agreement” means these Terms of Business, 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, campaigns, ad accounts, 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.
1.7 “Ad Account” means any account created on a third-party platform (including but not limited to Google Ads, Meta Ads Manager, TikTok Ads, LinkedIn Ads) for the purpose of running advertising campaigns.
1.8 “Campaign Assets” means any campaign structures, keyword portfolios, audience lists, ad copy, creative assets, and other configurations created within an Ad Account.
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 This Agreement shall be an addendum to the Service Proposal. In the event of any conflict between the terms of this Agreement and the Service Proposal, the Service Proposal shall prevail to the extent of such conflict.
2.3 Any additional work not previously agreed in writing shall require a new Service Proposal or addendum, and the Agency may charge additional fees accordingly.
2.4 The Client shall provide timely access to all required accounts, data, and brand assets. Delays caused by the Client may result in adjusted timelines, and the Agency shall not be liable for any consequences arising from such delays.
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) within the timelines specified;
(c) the website is offline or hacked due to reasons not attributable to the Agency;
(d) a search engine releases an algorithm update and recommended changes are not implemented by the Client.
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.
4.3 The Client acknowledges that delays in content approval, access provision, or decision-making may result in campaign delays, and the Agency shall not be liable for any failure to meet deliverables caused by such delays.
5. Fees & Payment
5.1 Fees shall be as specified in the Service Proposal. Additional requests outside the scope may incur charges.
5.2 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.
5.3 Late Payments: Overdue amounts shall accrue interest at 1.5% per month (or the maximum permitted by law). The Agency reserves the right to suspend Services until all outstanding amounts are paid in full.
5.4 No GST: All fees are exclusive of Goods and Services Tax (GST), as OAK Digital Market Pte Ltd is not GST-registered.
5.5 All amounts due shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).
6. Ownership of Ad Accounts & Campaign Assets
6.1 Agency Ownership: Unless otherwise expressly stated in the Service Proposal, all Ad Accounts and Campaign Assets created by the Agency (including but not limited to Google Ads accounts, Meta Business Manager accounts, TikTok Ads accounts, campaign structures, keyword portfolios, audience lists, and ad creatives) shall be the exclusive property of OAK Digital Market Pte Ltd.
6.2 Transfer Upon Termination: Upon the expiry of the contract term and full payment of all outstanding fees:
(a) The Agency shall transfer ownership of any Google Ads accounts to the Client where technically feasible.
(b) For platforms that do not permit account transfer (including but not limited to Meta, TikTok, and LinkedIn), the Client acknowledges that the Agency is unable to transfer ownership, and the Agency shall provide the Client with access to campaign data and reports for the duration of the contract.
6.3 Client-Owned Accounts: If the Client chooses to use its own Ad Account, the Client shall retain ownership of the account, but the Agency retains ownership of all Campaign Assets (including campaign structures, ad copy, and optimization strategies) during the term of this Agreement. Ownership of such Campaign Assets shall transfer to the Client only upon full payment of all fees and completion of the contract term.
6.4 The Client agrees that it shall not, during the term of this Agreement, copy, reproduce, assign, or transfer any Campaign Assets without the prior written consent of the Agency.
7. Intellectual Property
7.1 Pre-Existing IP: Each party retains ownership of its pre-existing intellectual property.
7.2 Deliverables: Upon full payment, the Client receives a non-exclusive, perpetual license to use the Deliverables (excluding Ad Accounts and Campaign Assets, which are governed by Clause 6) for their intended purpose.
7.3 Agency Rights: OAK Digital Market Pte Ltd retains the right to display Deliverables in its portfolio and marketing materials, unless otherwise agreed in writing.
7.4 Foreground IP: All intellectual property created by the Agency in connection with the Services (including campaign concepts, strategies, and proprietary methodologies) shall vest in the Agency.
8. Ad Spend & Third-Party Platforms
8.1 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.
8.2 The Agency shall not be liable for:
(a) over/under-spending caused by Platform Glitches;
(b) discrepancies in third-party platform reporting;
(c) suspension or termination of the Client’s Ad Account by any third-party platform for any reason.
8.3 The Client agrees to resolve billing disputes directly with the platform provider.
8.4 Prepayment of Media Spend: Where the Client prepays Ad Spend to the Agency, any unused balance shall be carried forward to subsequent months. No refunds of prepaid Ad Spend shall be provided.
9. Client Responsibilities
9.1 The Client warrants that all materials provided (e.g., logos, content) do not infringe third-party rights.
9.2 The Client shall obtain necessary licenses for third-party assets (e.g., stock images).
9.3 The Client agrees to comply with all applicable laws and regulations, including those relating to advertising, data protection, and consumer protection.
10. Confidentiality & Data Protection
10.1 Both parties agree to protect confidential information under this Agreement.
10.2 Personal data shall be handled in compliance with Singapore’s Personal Data Protection Act (PDPA).
10.3 The Agency shall not use or disclose the Client’s Confidential Information except as necessary to perform the Services or as required by law.
11. Limitation of Liability
11.1 The Agency’s total liability for any claim shall not exceed the total fees paid by the Client for the relevant Services in the 12 months preceding the claim.
11.2 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, platform policy changes);
(c) loss of revenue, profit, or business opportunity.
12. Termination
12.1 Termination by Client: The Client may terminate with 30 days’ written notice. Deposits are non-refundable if work has commenced. The Client remains liable for:
(a) all work completed up to the termination date;
(b) any outstanding fees for the remaining committed contract period (if on a fixed-term retainer), unless otherwise agreed in writing.
12.2 Termination by Agency: The Agency may terminate for material breach (e.g., non-payment, failure to provide required access, unauthorized changes to campaign assets) with 14 days’ written notice.
12.3 Effect of Termination: Upon termination, the Client shall pay all outstanding fees within 7 days. The Agency shall provide the Client with access to reports generated up to the termination date but shall have no obligation to continue providing Services.
13. Non-Employment of Staff
During the term of this Agreement and for a period of 12 months thereafter, the Client shall not, directly or indirectly, solicit, hire, or engage any employee or contractor of the Agency who was involved in providing the Services, without the Agency’s prior written consent.
14. Force Majeure
Neither party shall be liable for delays caused by events beyond reasonable control (e.g., natural disasters, pandemics, platform outages, government restrictions). If such delay exceeds 30 days, either party may terminate this Agreement by giving 7 days’ written notice.
15. Governing Law & Dispute Resolution
15.1 This Agreement shall be governed by and construed in accordance with the laws of Singapore.
15.2 Any dispute arising out of or in connection with this Agreement shall first be referred to senior representatives of both parties for amicable resolution. If not resolved within 14 days, the dispute shall be referred to the Singapore Mediation Centre for mediation. Any unresolved dispute shall be finally resolved by the courts of Singapore.
16. General Provisions
16.1 Amendments: No modification is valid unless in writing and signed by both parties.
16.2 Waiver: Failure to enforce any right under this Agreement shall not constitute a waiver.
16.3 Severability: If any clause is deemed unenforceable, the remaining terms shall remain valid.
16.4 Entire Agreement: This Agreement, together with the Service Proposal, constitutes the entire agreement between the parties and supersedes all prior discussions or agreements.
ACCEPTANCE
By engaging the Services of OAK Digital Market Pte Ltd, the Client agrees to be bound by these Terms of Business.