16. PartiPost
Payment terms:
- Full payment within 30 days of invoice date after campaign ended.
- Total outgoing SMS volume will be tabulated and bill accordingly at the end of campaign.
- Prices quoted above are before 7% GST
Note:
- 50% cancellation fee applies.
Intellectual property
1.1 Both Partipost and the Client shall retain ownership of all intellectual property rights developed in connection with this Agreement, including, but
not limited to, all copyright, trademarks, patents, designs, and confidential information, subsisting in any words, images, video, audio,
performances, scripts, or any other subject matter, whether contained within the deliverables or otherwise.
1.2 Upon payment of the fee and of any additional charges, costs, and expenses to be paid by the Client to Partipost pursuant to this Agreement,
Partipost will grant to the Client a non-exclusive license to use the deliverables worldwide on the following terms:
- the deliverables must only be used as a whole, in the form and arrangement delivered to the Client by Partipost;
- the Client must not modify the deliverables in any way without the prior consent of Partipost; and
- the use of the deliverables must be accompanied by sufficient acknowledgement of Partipost as the author of the deliverables.
1.3 Upon (and only upon) payment of the fee and of any additional charges, costs, and expenses to be paid by the Client to Partipost pursuant to this
Agreement, Partipost will issue a letter to the Client confirming receipt of payment.
1.4 Partipost reserves the right to creative control, and has the right to delay the publication of the deliverables if Partipost considers the content of
the deliverables inappropriate, until and unless Parties reach a mutual agreement on the final content of the deliverables.
- Responsibilities of the Client
2.1 The Client must provide all information, co-operation, and support required or requested by Partipost in a timely manner. Any delay on the part of
the Client may extend the delivery date or the completion date by the period of such delay, or such other period as may be determined by Partipost.
In the event of a delay of more than 30 days, Partipost will have the right to invoice the Client.
2.2 The Client must provide feedback on the work-in-progress as and when required to by Partipost.
- Representations and Warranties
3.1 Partipost represents and warrants that:
- Deliverables under this Agreement, other than elements thereof provided by the Client, shall be original and shall not infringe rights of
any third party, including, without limitation, the rights of privacy/publicity, trademarks and copyrights;
- Deliverables and services under this Agreement, other than elements thereof provided by the Client, shall be compliant with all applicable
laws and regulations and standards, including the Guidelines for Interactive Marketing Communication & Social Media published by the
Advertising Standards Authority of Singapore;
- Deliverables and services under this Agreement shall comply with all guidelines that the Client may provide from time to time, including
those relating to the use of its trademarks;
- Deliverables and services under this Agreement shall comply with the terms of service of the relevant social media platforms;
- Deliverables and services under this Agreement shall not contain any materials that promotes bigotry, racism, hatred or harm against
any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;
- Deliverables and services under this Agreement shall not contain any elements that would bring the the Client into disrepute;
- For contents created by a third party (“Third Party Materials”) or for content featuring a talent, Partipost warrants that it has secured
rights for Client to use such Third Party Materials and talent on its official website and official brand site, official social media channels
and on Singapore retailers’ social media channels;
- Partipost possesses and will always possess all expertise, resources, technical knowledge, skills and all other capabilities required for
the due and proper performance of this Agreement;
- Partipost will not grant, directly or indirectly, any rights or interest whatsoever in the deliverables to third parties.
3.2 The Client represents and warrants that:
- That any elements of the materials provided by Client, shall be original and shall not infringe the rights of any third party, including, without
limitation, to any intellectual property rights (including but not limited to trademarks and/or patents), the rights of privacy/publicity and
copyrights, or any other proprietary interest or right of any third parties.
- Client further represents and warrants that elements of the materials provided by Client are compliant with applicable laws and regulations,
and applicable advertising standards.
- Indemnity
4.1 Either party shall defend, indemnify and hold the other party, its representative or subcontractors harmless from and against any penalties,
liabilities, damages, compensation, costs and expenses (including but not limited to all legal costs) incurred or suffered by the other party arising
from or in connection with:
- any breach of this Agreement by the indemnifying party or their representatives;
- the indemnifying party or their representatives’ violation of any laws or regulations or the rights of any third parties including but not limited to
any infringement of copyright or trademark or any passing off or any other infringement of or interference with any proprietary right or interest
of any third party or any civil or criminal action or prosecution for defamation or obscenity or for any breach of confidence or misuse of
confidential information; or
- anything done or omitted to be done through the indemnifying party’s gross negligence or wilful misconduct.
- Client’s liability for any claim pursuant to this Agreement shall be limited to the aggregate amount of fees that has been signed off on the
Quotation.
- Limitation of liability
5.1 Except as otherwise stated within this Agreement, to the extent permitted by law and except in respect of fraud, death or personal injury caused by Partipost’s negligence, Partipost shall not be liable for any Damages suffered or incurred by the Client or any of their representatives which may arise (whether in contract, tort, law or otherwise) by reason of or in connection with this Agreement (including but not limited to any breach of this Agreement or any representation, or any implied warranty, condition or other term). “Damages” as used herein means all direct, indirect, special, punitive and/or consequential liabilities, losses, damages, costs and expenses, fines and penalties including loss of profits, revenues, data, interest, utility, market, business or anticipated savings, or any other consequential loss, fees on a full indemnity basis and disbursement and costs of investigations, litigation, settlement, judgement and interest regardless of whether they arise in contract, tort (including negligence), law or otherwise and whether Partipost know or have previously been advised of the possibility of such loss or damage incurred by the Client.
5.2 If any court of competent jurisdiction declares that the limitation of liability under this Agreement is void or unenforceable, Partipost’s liability for
any claim shall be limited to the aggregate amount of fees that have been paid by the Client to Partipost pursuant to this Agreement as of the date
of the claim.
- Termination
6.1 Partipost has the right to suspend the provision of the services and the performance of any other obligations under this Agreement if the Client fails to make payment of any sum when due, and to resume performance only upon payment of the outstanding sums and any interest levied thereon.
6.2 This Agreement may be terminated forthwith by written notice by either party to the Agreement in the event of any of the following:
- the other party is in breach of any of the terms stipulated in this Agreement and, in the event of a breach capable of being remedied, fails to
remedy the breach within 14 days of receipt of notice in writing of such breach; or
- any proceeding has commenced or any order is made for the insolvency or bankruptcy or liquidation of either party.
- Confidentiality
7.1 Each party to this Agreement must, during the term of this Agreement and after its termination or expiry, keep secret and confidential any and all
confidential information disclosed by the other party pursuant to this Agreement, and must not disclose such information without the prior written
approval of the other party.
- Governing Law and Jurisdiction
8.1 This Agreement shall be governed by and construed in accordance with the laws of Singapore and Partipost and the Client agree to submit to the exclusive jurisdiction of the Singapore courts.
- Miscellaneous
9.1 This Agreement constitutes the entire agreement between Partipost and the Client relating to the engagement of Partipost, and supersedes all previous agreements, understandings, and arrangements, whether verbal or in writing, between Partipost and the Client, in respect of the subject matter of this Agreement.
9.2 The Client acknowledges and agrees that where any fees remain unpaid by the end of the payment deadlines set out in this Agreement, Partipost reserves the right to:
- withhold the delivery or return of all deliverables, finished works or materials to the Client; and/or
- to suspend the provision of any and/or all services,
until such time that full payment of our fees has been made.
9.3 The Client agrees that Partipost shall retain the legal and beneficial ownership of any material produced by Partipost pursuant to this Agreement until all fees have been paid in full.
9.4 A person who is not party to this Contract shall have no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of its terms.
9.5 In the event of any inconsistency between the provisions in these Terms and Conditions and the Quotation, the provisions in the Quotation will prevail.