General Terms and Conditions

“General Terms and Conditions”: the current general terms and conditions of i-square digital Pte. Ltd., forming part of each Agreement.

“Creation”, “Work” or “Deliverable”: any creation, work, effort, concept, idea, improvement, modification, solution, system, product, invention, method, process, study, scheme, analysis, document, report, research, know-how, database, strategy, Service, drawing, sketch, plan, design, layout, presentation, training material, course, text, video, audiovisual creation (with or without sound), photograph, or any other content, information or result of any intellectual or creative activity, in any form or on any medium.

“Services”: the services offered by i-square digital and/or performed on behalf of the Client as further described in the Agreement, including but not limited to consultancy, interim management, project management, coaching and training, administrative and commercial support, and other supporting activities.

“Client”: the natural person or legal entity entering into an Agreement with i-square digital, whether or not for professional purposes.

“Intellectual Property Rights”: all current or future intellectual property rights and claims, in the broadest sense, including but not limited to copyright and related rights, software and database protection, registered design rights, trade mark rights, patent rights, trade names and domain names, including the right to apply for any such rights.

“Agreement”: the (framework) agreement(s) concluded between i-square digital and the Client, or the prepared Statement(s) of Work in connection with the Services, including these General Terms and Conditions and any annexes, which form an integral part of the Agreement.

“Force Majeure”: any event that makes performance of i-square digital’s obligations reasonably impossible, particularly difficult or particularly expensive. Without limitation, this includes: failure of internet connections or electronic communication networks; problems with, malfunctions in or defects of hardware or software; strike, lockout, war, government direction, requisition, occupation of territory, riot, assault, sabotage; epidemic, pandemic, illness or government measures issued in response; fire, flood, storm, earthquake or other natural disaster; changes in transport or customs rates; shortage of labour or fuel; machine, equipment or hardware failure; traffic obstruction; late delivery or insolvency of suppliers, service providers, partners or subcontractors; and any other cause beyond the reasonable control of i-square digital.

“Remuneration”: the remuneration, compensations and prices set out in the Agreement.

“Related Corporation”: a related corporation of i-square digital within the meaning of the Companies Act 1967 of Singapore.

The Client confirms that it has reviewed these General Terms and Conditions and accepts them.

These General Terms and Conditions apply integrally and exclusively to every offer from, Agreement with, provision or performance of Services by, invoice from, and generally every transaction or service provided by i-square digital, unless otherwise agreed in writing.

A binding Agreement between i-square digital and the Client is only established when i-square digital receives a dated and signed order form or Statement of Work from the Client (or its representative) and then accepts the order in writing or by beginning performance, or by signing the Agreement. Unless stated otherwise in the offer, offers from i-square digital are informational only, constitute a non-binding invitation to treat (and not a binding offer), and remain valid for a maximum of three (3) months. Amendments to offers from i-square digital are only valid once accepted by it in writing.

The Agreement and these General Terms and Conditions do not cover the usage policies or terms of other service providers, partners, suppliers or companies that i-square digital and/or the Client may engage, whether or not under subcontract.

The provisions of the Agreement apply only to the Services that are its subject. i-square digital is not liable for, and does not guarantee, services provided by third parties, nor modifications or extensions of the Services performed by third parties.

i-square digital will make all reasonable efforts to provide the Services in accordance with the Agreement. These are obligations as to means (best endeavours), not obligations as to a specific result.

Unless otherwise agreed in writing, any deadlines communicated by i-square digital are indicative. Any failure to meet an indicative deadline will not give rise to compensation, price reduction or termination of the Agreement.

i-square digital may use subcontractors, external suppliers, developers, partners or service providers to perform the Services without prior notice to the Client.

i-square digital may perform the Agreement in stages and invoice each executed stage separately.

The Client is solely responsible for obtaining any permits and authorisations required for the Services and must provide these to i-square digital, where applicable, before Services begin. The Client will use the Services only for lawful purposes. Any losses or fines arising from non-compliance are the Client’s responsibility.

The Client will provide i-square digital with all information reasonably required and will cooperate to facilitate the proper execution of the Services. If any part of the Services is to be performed at the Client’s premises, the Client will provide, at no cost, the necessary means and infrastructure (such as internet, telephony and workspace) and the availability of personnel. Any delay caused by missing, late, inaccurate or incomplete information or resources is the Client’s responsibility, and i-square digital will not be liable for any direct or indirect losses suffered by the Client or third parties as a result.

By accepting the delivered Services the Client acknowledges that i-square digital has properly performed them, subject to the complaint procedure in Article 8.

Unless otherwise agreed in writing, the Client agrees that i-square digital may refer to the Client’s company, trade, brand or domain name, logo and the Services performed on its behalf in i-square digital’s reference portfolio and marketing materials, including on its website and social-media channels.

Any request to change or expand the Services, or for additional work, must be submitted to i-square digital in writing. Any such change, expansion or additional work, together with the corresponding fee and price, requires prior agreement by both Parties, which may be evidenced by any lawful means (including unprotested performance by i-square digital).

Any change or expansion of the Services, or additional work or activities requested during or after the term of the Agreement, together with any resulting costs, will be at the Client’s expense and will be invoiced on a time-and-materials basis at the rates set out in the Agreement, unless otherwise agreed in writing.

Unless otherwise agreed in writing, the fees and prices for the Services are set out in the quotation or Agreement.

All prices and other rates used by i-square digital are stated exclusive of Goods and Services Tax (GST) and any other government levies, which are entirely at the Client’s expense.

i-square digital may review the price annually, and in accordance with any applicable law, where there is (i) an increase in one or more real cost components (including exchange rates) or (ii) an increase in government levies. At i-square digital’s request, the price may be revised according to the formula p = P [b x (S/S°) + c], where: p = the revised price; P = the price as initially determined; S = a widely recognised Singapore wage or price index (such as the Monthly Earnings index published by the Ministry of Manpower, or the Consumer Price Index published by the Department of Statistics) at the time of the revision; S° = the same index at the signing of the Agreement; and the coefficients b = 0.80 and c = 0.20. If the Client does not raise written objections within seven (7) calendar days of being notified of the new price, the Client is deemed to agree to it.

Prices of the Services may also be changed by mutual written agreement.

Unless otherwise agreed in writing, all invoices issued by i-square digital must be paid by the Client within thirty (30) calendar days of the invoice date.

Any dispute of an invoice issued by i-square digital must be communicated to it, with proper justification, no later than seven (7) calendar days after the invoice date, either by registered post or by email to invoices@i-square.digital, stating the invoice number and the disputed items. A dispute sent by email is deemed to have been made on the date of dispatch, provided the Client can demonstrate such dispatch. In the absence of a timely dispute the invoice is deemed accepted in full. A timely dispute does not suspend the Client’s obligation to pay the undisputed portion of the invoice within the term set out in clause 5.5.

The Client accepts that it may receive electronic invoices from i-square digital.

i-square digital may allocate payments first to any due costs, agreed lump-sum damages and interest for late payment before allocating them to the outstanding principal amount.

i-square digital may set off amounts it owes the Client, from any cause, against amounts the Client owes to i-square digital, whether or not those amounts are due. The Client may not exercise any corresponding right of set-off.

If the Client comprises multiple persons (natural or legal entities), they are jointly and severally liable for the payments required under the Agreement.

If an invoice is not paid by the due date, i-square digital may, without further notice, (i) charge contractual interest on the overdue amount at the rate of 10% per annum (or, if higher, the maximum rate permitted by law) from the due date until the date of full payment; and (ii) claim liquidated damages of 10% of the overdue invoice amount, with a minimum of SGD 300 per invoice, in addition to any legal costs incurred (including reasonable solicitors’ fees) and without prejudice to i-square digital’s right to claim additional losses actually suffered.

If one or more invoices are not paid by their due date, all other invoices issued by i-square digital to the Client that are not yet due will become immediately due and payable, without further notice. The same interest and liquidated damages set out in clause 6.1 will apply from that date.

The Agreement may be for a fixed term limited to one or more specific Services. It may also be concluded (i) for an indefinite term, in which case either Party may terminate it by registered letter with a notice period of two (2) months; or (ii) for a term of one (1) year, automatically renewed for successive one-year terms unless either Party gives notice of termination by registered letter at least two (2) months before the end of the current term. Notice of termination must be given by registered letter stating the start and end of the notice period and takes effect on the third working day after dispatch.

i-square digital may suspend its obligations (including interrupting performance of any Service) with immediate effect and without prior notice, and without any obligation to pay compensation, if the Client fails to perform its obligations under the Agreement (including non-payment on the due date), including under any other agreement between the Parties, or if i-square digital has reasonable grounds to doubt the Client’s creditworthiness or solvency. In such cases i-square digital is not liable for any direct or indirect losses suffered by the Client, its customers or any third parties.

If the Client fails to perform one or more of its contractual obligations, i-square digital may terminate the Agreement without judicial intervention, to the detriment of the Client. i-square digital may only exercise this right if it has first given written notice of default by registered letter and the Client has failed to remedy within ten (10) calendar days of the postmark of that notice.

Where i-square digital terminates the Agreement under clause 7.3, it may claim liquidated damages of 30% of the agreed total price of the Services that remain unperformed, without prejudice to its right to claim additional losses actually suffered. This does not affect the Client’s obligation to pay in full for all Services already performed.

i-square digital may treat the Agreement as terminated with immediate effect by written notice to the Client if the Client becomes insolvent, is wound up or placed under judicial management, enters into a scheme of arrangement with its creditors, has a receiver appointed over any of its assets, or any analogous event occurs under Singapore or any other law.

If the Client terminates the Agreement early for any reason other than i-square digital’s breach, the Client will owe i-square digital liquidated damages of 30% of the agreed total price of the Services that remain unperformed, without prejudice to i-square digital’s right to claim additional losses actually suffered. This does not affect the Client’s obligation to pay in full for all Services already performed.

Any complaint about the Services must be properly justified and communicated to i-square digital by registered mail no later than fourteen (14) working days after performance or invoicing, or after the Client becomes aware of any alleged loss, without prejudice to clause 3.7. In the absence of a timely complaint, the Client is deemed to have accepted the Services and waives any claim against i-square digital in respect of them.

A complaint under clause 8.1 does not suspend the Client’s obligations under the Agreement, including payment obligations.

A complaint does not give the Client the right to terminate the Agreement, to refuse receipt or payment of any Service, or to claim damages, except as expressly provided in these General Terms and Conditions.

Any right to claim damages against i-square digital expires six (6) months after the alleged error occurred. Within that period the Client must have served a written notice of default on i-square digital setting out the alleged error in detail.

Except in the case of fraud, wilful misconduct or gross negligence, i-square digital is not liable for any indirect, consequential or special losses, including loss of time, loss of customers, loss of profits, loss of revenue, increased general costs, business interruption, third-party claims (including claims from the Client’s customers), delayed GST or other tax filings, reputational harm, loss of future savings, personnel costs, loss of opportunity or goodwill, or any other form of economic loss.

i-square digital accepts no liability beyond or different from the liability that any external supplier, service provider, partner or subcontractor is willing to accept with respect to their services.

The Client will indemnify i-square digital in full against any third-party claims (including principal, interest and reasonable legal costs) relating to the Services or arising from or in connection with the Agreement or these General Terms and Conditions.

In any event, i-square digital’s total aggregate liability to the Client, for both direct and indirect losses, is limited to the lower of: (i) the fees received by i-square digital for the Services under the Agreement; or (ii) the amount recoverable under i-square digital’s then-current professional-indemnity or public-liability insurance in respect of the relevant claim. The same limitations apply if the liability exclusions in this Article 9 are held unenforceable in whole or in part by a court or arbitral tribunal.

Nothing in these General Terms and Conditions excludes or limits any liability which cannot be excluded or limited under Singapore law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

i-square digital is not liable for the non-performance, delayed performance or improper performance of any of its obligations where this results from a Force Majeure event, that is, circumstances beyond its reasonable control that cannot be attributed to it.

In the event of Force Majeure, the Client has no right to claim damages from i-square digital.

If Force Majeure interrupts the performance of the Services, the performance period is automatically suspended for the duration of the interruption plus the time required to restart performance, without any liability on the part of i-square digital. Any additional costs resulting from the interruption are borne by the Client.

The Parties undertake, both during the term of the Agreement and for a period of five (5) years following its termination, not to disclose to any third party any confidential business information, commercial information, know-how or other information of any kind received from the other Party during the performance of the Agreement. This obligation applies to all information marked as confidential or that would reasonably be understood to be confidential. In case of doubt, information is presumed confidential.

i-square digital processes personal data of the Client or other individuals in connection with the Agreement in accordance with the Personal Data Protection Act 2012 of Singapore (the “PDPA”) and any subsidiary legislation and advisory guidelines issued by the Personal Data Protection Commission of Singapore. i-square digital will put in place reasonable technical and organisational security arrangements to protect such personal data.

Where i-square digital processes personal data on behalf of the Client (that is, acts as a data intermediary within the meaning of the PDPA), the Parties will enter into a separate written Data Processing Addendum setting out the subject-matter and duration of the processing, the nature and purpose, the categories of personal data and data subjects, and the obligations and rights of the Parties, consistent with section 11 of the PDPA.

Where the Client acts as the organisation responsible for the personal data (data controller equivalent), the Client will comply with the PDPA and any other applicable data-protection laws, and will put in place reasonable technical and organisational measures to ensure such compliance.

If any personal data is transferred outside Singapore, each Party will ensure that the recipient is bound by a legally enforceable obligation to provide a standard of protection at least comparable to the PDPA, consistent with section 26 of the PDPA.

Unless otherwise agreed in writing, all Intellectual Property Rights in Creations or agreed Work developed by any representative, employee or service provider of i-square digital in the course of performing the Agreement (including the Services) belong exclusively to i-square digital or its licensors.

No provision of the Agreement is to be construed as a full or partial transfer of these Intellectual Property Rights to the Client.

The Client may not modify, remove or obscure any notice of i-square digital’s Intellectual Property Rights.

The Client may not use or register any trade mark, design or domain name of i-square digital, or any confusingly similar sign, in any jurisdiction.

The Client warrants that it is authorised to use any third-party hardware, software, service, Creation or data that it provides or uses in connection with the Services (for example as a licensee or holder of the relevant Intellectual Property Rights). i-square digital is not liable for any claims arising from such use.

Subject to clause 13.1 and to the Client’s full payment of all fees under the Agreement, i-square digital grants the Client a non-exclusive, non-transferable, non-sublicensable licence to use the Creations protected by i-square digital’s Intellectual Property Rights within the Client’s own economic activities. The licence covers only the Client’s own use of the relevant Creation and, where multiple Creations have been developed under a Service, only the specific Creation chosen by the Client.

The Client guarantees that its representatives and employees will comply with the provisions of the Agreement.

The Parties are independent entities. Nothing in the Agreement creates any employment, partnership, agency or joint-venture relationship. Each Party is responsible for its own tax, social-security and other statutory obligations.

The Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes all prior agreements, arrangements and discussions, whether written or oral, between the Parties, their employees and their advisers. Annexes form an integral part of the Agreement and are to be construed as a whole with it.

If any provision of the Agreement is held invalid or unenforceable, this will not affect the validity of the remaining provisions. If any provision exceeds a legal limit, it is to be reduced to the maximum extent permitted by applicable law, and any excess is to be adjusted or replaced by a valid clause that most closely reflects the Parties’ original intent.

Neither Party may assign its rights and obligations under the Agreement, in whole or in part, to a third party without the prior written consent of the other Party, except that i-square digital may assign to a Related Corporation on written notice to the Client.

Amendments and additions to the Agreement are valid and binding only once agreed and signed in writing by both Parties.

The Client guarantees compliance with the Agreement by its employees and representatives.

Notices under the Agreement must be sent by registered post to the Parties’ registered addresses, or to any other address notified in accordance with this clause. A copy of each notice must also be sent by email to the last known email address of a director (or equivalent officer) of the receiving Party. Notices are deemed received no later than three calendar days after dispatch (as evidenced by the proof of delivery of the registered mail).

A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of it.

The Agreement is governed exclusively by the laws of the Republic of Singapore.

Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, is subject to the exclusive jurisdiction of the courts of Singapore. The Parties may alternatively agree in writing to refer the dispute to arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time, with the seat of arbitration in Singapore and proceedings conducted in English.