Updated on 22nd September 2021
Webcada General Terms & Conditions for Project Management
1.1 These General Terms and Conditions for Project Management (“Terms”) set out the terms and conditions in relation to the ecommerce website services (“Services”) provided or to be provided by Webcada Pte. Ltd. (“Company”) to the Customer, whose details are set out in the Quotation issued by the Company. These Terms shall apply to all subsequent transactions made between the Company and the Customer even if no further reference is made to them in subsequent transactions.
1.2 All Services to be provided by the Company shall be provided based on these Terms and any additional terms as may be set out in each Quotation which seek to vary or amend these Terms.
1.3 Please ensure that you read these Terms carefully, and check that the details on the Quotation and in these Terms are complete and accurate, before you accept, confirm and sign the Quotation. By accepting and confirming the Quotation, you acknowledge and agree to be legally bound by all of these Terms along with any amendments thereto from time to time.
2. Cost Estimates
2.1 The costs and expenses set out in the Quotation are the Company’s best estimates for the Services required by the Customer based on the information provided. These estimates include meetings, consultation time, design, programming, and production time, and a reasonable number of revisions.
2.2 If the Customer wishes to change the scope of the Services after acceptance of the Quotation, the Customer shall be required to inform the Company in writing and describing in detail the changes requested. The Company will, upon review of the requested changes, provide the Customer with a revised Quotation, which will set out, among other things, the revised scope of the Services and the revised cost estimates (which will be determined on a fair and reasonable basis). The revised Quotation is subject to the Customer’s confirmation.
2.3 The Customer acknowledges that the costs and expenses set out in the Quotation (or revised Quotation as the case may be) are estimates only and the amount payable by the Customer may be subject to changes depending on whether the Customer requires add-on modules, extra functionality, changes to website design, changes to scheduling and/or such other additional Services that the Customer require.
2.4 All costs and expenses estimates in each Quotation are only valid for 30 days from the date of that Quotation.
3.1 The payment of each Quotation shall be in milestone in accordance with the Milestones & Payment Schedule section of the Quotation (or revised Quotation as the case may be).
3.2 As and when any payment under the Quotation is due, the Company will issue the Customer with a tax invoice for the relevant milestone and the Customer shall pay such tax invoice within 14 days of the date thereof, failing which, the Customer shall be liable for late payment interest at a rate of 1.5% per month calculated from the date of default of payment to the date of actual payment received by the Company. The Customer is also liable to reimburse the Company in full for all fees, such as legal fees, that the Company may incur or sustain for recovering the outstanding amount from the Customer.
3.3 Full payment of all tax invoices under each Quotation will need to be received by the Company before the Customer can launch its website.
3.4 If any phase of the project contemplated under each Quotation is delayed for more than 60 days, the Company shall be entitled to bill for work completed to date.
4.1 The Company will make every reasonable effort to ensure the accuracy of the website to be produced by the Company under the Quotation, but will not be responsible for the correctness of copy, illustrations, photographs, nor for obtaining clearances or approvals.
4.2 The Customer shall also assume full responsibility for all graphic and video materials used for the website to be produced by the Company (whether furnished by the Customer or otherwise) including, but not limited to trademark and patent searches, registrations, feasibility testing, and legal compliance responsibilities. The Customer shall indemnify the Company and hold it harmless from any liabilities, damages, costs, or losses that might arise or sustained by the Company as the result of any action taken against the Company in connection with the Services provided by the Company to the Customer.
4.3 The Company will take sufficient measures to safeguard any materials entrusted by the Customer to the Company. However, the Company will not be responsible for the loss, damage or unauthorised use of such materials, nor will the Company be responsible for similar actions by the vendors and suppliers utilised by the Company.
5.1 All materials used in the production of the website, including but not limited to original artwork and computer-generated artwork, formats, and electronic code, shall remain the sole property of the Company.
5.2 The ownership and copyright to the website layout design will be considered transferred and reproduction rights granted to the Customer upon receipt of full payment by the Company.
5.3 The ownership and copyright to the electronic source code for website will always remain the sole property of the Company. It is considered licensed to the Customer upon payment in full and for so long as the Customer continues to host the website with the Company or subscribe for the Shopcada services.
6. Shopcada Services
6.1 All websites build by the Company pursuant to each Quotation are built upon a hosted ecommerce service running by the Company known as Shopcada.
7.1 In the event that the Customer elects to terminate any confirmed Quotation, the Customer shall be liable to pay to the Company, and the Company shall be entitled to invoice the Customer, 50% of the lowest total estimate figure set out in each Quotation, or for the actual work performed, whichever is greater, plus expenses.
7.2 In the event that the Company elects to terminate any confirmed Quotation, the Company shall refund all collected fees to the Customer and upon receipt of all such fees, the Customer shall indemnify the Company and hold it harmless from any damages, costs, or losses that might arise as the result of the termination.
8. Limitation of Liability
8.1 The Customer specially warrant, acknowledge and agree that the Services provided or to be provided by the Company will be provided “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS”, without any warranty or condition, express, implied or statutory. The Company does not warrant that the Services will be uninterrupted, timely, secure, error-free, or will not contain any flaw, bug or other defect that may prevent, compromise or affect the proper operation and/or security of the website. The Company does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. The Company does not warrant that the quality of the Services will meet the Customer’s expectations, or that any errors in the Services will be corrected.
8.2 The Customer hereby expressly agree and acknowledge that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Services.
8.3 In no event shall the Company or its suppliers be liable in any way for lost profits or any special, incidental or consequential damages arising out of or in connection with the Services (however arising including negligence).
8.4 The Customer agrees to indemnify, defend and hold harmless the Company and (as applicable) its parent, subsidiaries, affiliates, partners, officers, directors, agents, and employees, harmless from and against all actions, proceedings, losses, damages, expenses, penalties, costs, claims or liabilities whatsoever, legal or otherwise, which the Company may sustain, suffer or incur due to or arising out of (a) its use of or reliance on the Services, whether negligent or otherwise; and its breach of these Terms or the documents incorporated herein by reference, or your violation of any applicable laws.
9.1 The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
10.1 If any one or more of the Terms contained hereunder shall be deemed invalid, unlawful or unenforceable in any respect under any applicable laws, the validity, legality and enforceability of the remaining provisions or part thereof contained hereunder shall not in any way be affected or impaired but the Terms shall be construed as if such invalid, unlawful or unenforceable provision or part thereof had never been contained hereunder.
11. Governing Law and Jurisdiction
11.1 The terms of this Agreement shall be governed by and construed in all respects in accordance with the laws of Singapore, and you hereby irrevocably agree that the courts of Singapore shall have non-exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any dispute which may arise out of or in connection herewith.