Terms and Conditions

TERM

This Agreement shall become effective upon the date the Client has sent a duly signed Acceptance form to Neu Media Technology LLP and shall remain in force and effect for the contract period specified in the Budget Proposal with the option to renew.

RESPONSIBILITIES AND OBLIGATIONS

[1] Neu Media Technology LLP agrees to perform, on the Client's behalf, the services as outlined in the Solution Proposal of this Agreement.

[2] Client agrees to provide such details required to deploy and setup the Odoo system.

[3] Upon completion, Neu Media Technology LLP will maintain the product and retain the rights to the completed source code, develop upon, and redistribute the product.

[4] Neu Media Technology LLP retains full ownership of any customisation work done for the purposes of the project.

[5] Support does not cover operational support.

[6] Neu Media Technology LLP is not liable for any deficiency, fault or failure of products that have been indicated to be unreliable.

[7] Subscription period is defined for a period of 12 months (per year) commencing from the go-live date upon project completion.

[8] Clients that are subscribed to Odoo Enterprise User licenses are deemed to have read and agreed on the “Odoo Enterprise Subscription Agreement” found here https://www.odoo.com/documentation/16.0/legal/terms/enterprise.html

FEES/CHARGES

[1] The Client agrees to pay Neu Media Technology LLP for its services at the rates set forth in the Budget Proposal of this Agreement.

[2] The Client may request in writing that Neu Media Technology LLP implement modifications to the agreed services. Neu Media Technology LLP will be given reasonable time to comply with the Client's new requirements as well as to adjust the corresponding fees. Should more extensive work be required to meet the new program, the Client and Neu Media Technology LLP will agree on an appropriate timeline to begin.

[3] Total amount may be subjected to taxation policies of Singapore and/or additional fees from PayPal.

[4] Engineering Change Requests (ECR) are subject to 15% surcharge fees of the ECR budget.

[5] The client will be required to pay within 14 days of the issue date of invoice. Failing to make payment within the stipulated time will be subject to a daily cumulative interest of 1% of the total project budget and eventual termination of the service subscription after 30 days.

[6] Issues raised outside office hours ( 9am to 6pm) will be subject to charges of S$180 or 1-hour subscribed support per hour block.

[7] Technical Support Services standard rates:

On-demand (without contract)

During Office Hours - S$120/hour

Outside Office Hours - S$180/hour

Subscribed (with contract)

During Office Hours - 1-hour block charges per hour

Outside Office Hours - 2-hour block charges per hour

[8] Project delays incurred by the client are subject to cost assessment by NMT and may be chargeable at S$640 per day of delay.

[9] We retain the right to change our rates/fees without prior notice.

[10] All quotations are subject to 30 days expiry from the date of issue.

[11] Unless otherwise stated, projects with a quoted value of less than USD 10,000 have immediate payment terms.

[12] For projects valued above USD 10,000, unless otherwise stated, have payment terms that are milestone driven: 50% commencement, 35% UAT commencement (after training), and 15% on Handover.

[13] Unless otherwise stated, all solution proposals are cloud-hosted solutions as determined appropriate by NMT.

[14] Backup Service Policy

[14.1] Upon termination of the backup service, all backup data will be expunged within 14 days following the service termination date.

[14.1.1] If the service is subsequently reinstated, the backup process will recommence from the initial backup point.

[14.2] The pricing of the service subscription shall be determined based on the client's backup data volume as of the invoicing date.

[14.3] In the event that the backup storage reaches a higher tier (verified on a weekly basis), any resulting price differential will be proportionally calculated and included in the next invoice.

[14.4] If the backup storage transitions to a lower tier, any resulting price difference will be proportionately calculated and applied as a credit towards the subsequent renewal invoice.

[14.5] Funds collected shall not be subject to refund.

[14.6] We reserve the right to modify our rates and fees without prior notice.

SOURCE CODE OWNERSHIP

[1] Source code used, developed and deployed by NMT is segregated into 3 main categories.

[1.1] OPEN SOURCE

[1.1.1] Open-source License (e.g. 3GPL)

[1.1.2] Open-source systems and frameworks fall in this category (e.g. Odoo, Linux, etc.)

[1.2] NMT PROPRIETARY CODE

[1.2.1] NMT Copyright License

[1.2.2] NMT owns the code

[1.2.3] Licensed to the client to use

[1.2.4] Complete license purchasable

[1.2.5] Modular functional code that is deployed to facilitate/enhance the client's system (e.g. backup tools, etc.)

[1.3] CLIENT PROPRIETARY CODE

[1.3.1] The client owns the code (On the condition that the project one-off cost is fully paid)

[1.3.2] Complete rights to use, distribute, modify, build-on, etc.

[1.3.3] Unlimited license to NMT so as to provide support

[1.3.4] Proprietary and client-centric custom work (e.g. custom report formats, custom business logic, etc.)

CONTRACT RENEWAL

[1] This agreement is automatically renewed unless the Client signifies in writing the intention to terminate the contract or to renew it at a later time, ten (10) working days before the contract end date. All duties and responsibilities stated herein shall be carried over and remain in full force and effect for the duration of the service support.

[2] Any revisions to the Odoo System requirements must be made in writing by the Client to Neu Media Technology LLP. The subsequent addendum to the contract must be signed and agreed upon by the parties. Corresponding adjustments to the service fees may apply.

[3] Any termination of the contract prior to its expiration shall not entitle the Client to any refund.

[4] All deposits and monies paid by Client shall be forfeited in favor of Neu Media Technology LLP in case of pre-termination or cancellation by the Client for any reason before the start of or during the deployment or service support period. Unpaid services already rendered by Neu Media Technology LLP during the campaign shall be immediately due and demandable.

[5] Subscription includes technical support of up to 40 hrs annually. Technical support packages are available for additional support. Our technical support rates are at SGD 100/hr. Fees exclude miscellaneous costs related to delivering on-site support (e.g. transportation).

TERMINATION

[1] Upon the termination of this Agreement, all rights and obligations of each party under this agreement shall cease, except that:

[1.1] Legal rights arising out of a breach of any terms of this agreement will survive the termination of this agreement.

[1.2] The payment obligations under Budget Proposal will survive any termination of the agreement if, and to the extent, any fees have accrued or are otherwise due and owing from Client to Neu Media Technology LLP as of the date of termination of this agreement.

[1.3] Failure by Client to provide Neu Media Technology LLP with information and assistance within thirty (30) days from the date of payment constitutes termination of this Agreement, its entailed services, and subscriptions.

[1.4] In the event the Client decides to terminate the project and/or the contract, the Client is to provide Neu Media Technology LLP 7 days notice in writing. Any payments made prior to the decision are not refundable. Work will cease and future fund disbursements will be terminated.

[1.5] Subscription services paid for related to Odoo Enterprise software license are not refundable and will persist to the end of the subscribed period.

[1.6] Upon termination of the subscription service, only above (SOURCE CODE OWNERSHIP 1.3) Client Proprietory Code will be released to the client. For (SOURCE CODE OWNERSHIP 1.1) Open source code, client is free to use these codes. For (SOURCE CODE OWNERSHIP 1.2) NMT proprietary code can be released based on an agreed license fee.

CONFIDENTIALITY

Neu Media Technology LLP acknowledges that all information provided by the Client will or may be confidential, proprietary, or affected by competitive sensitivity, and will treat all of the information as confidential, disclosed to employees on a need-to-know basis only. At the Client's written request, Neu Media Technology LLP will return all copies of any written information when it no longer needs the information, excluding billing data and documentation.

SECURITY

Neu Media Technology LLP exercises strict security in confidence to limit the exposure of the project both internally within NMT where only designated developers, project managers, and support staff have access to the client's system during implementation and externally with the client where access to shared material is limited by department as per the client's instructions. Access to the deployment environment is strictly controlled with due process and security enforcement (e.g. access via signed certificate files, logged and limited engineer access, etc.). Database security is practiced where clients data are stored on a secure, dedicated database with independent instances and are isolated from one another. For system security, all cloud servers services are running hardened Linux distributions with up-to-date security patches.

FORCE MAJEURE

Client expressly relieves Neu Media Technology LLP from liability for any failure to perform, hereunder, if such failure is due to causes beyond the control of such party, such as labor difficulties, acts of God, governmental action, war, fires, floods, epidemic, or the like.

VENUE OF LEGAL ACTION

In case of dispute arising out of or related to this Agreement, the venue for the filing of legal actions shall be the Courts of Singapore. The laws of Singapore shall govern the interpretation and enforcement of this agreement.

NON-SOLICITATION

During the term of this agreement and for an indefinite period subsequent to the termination of this agreement, Client shall not, without the prior consent of Neu Media Technology LLP, directly, indirectly, or through any other party hire or solicit the services of any Neu Media Technology LLP employee. For any breach, Client shall pay an agreed penalty of US$50,000 for each employee.