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 / Neu Media Technology SG Pte Ltd (“NMT”) 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] NMT 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, NMT will maintain the product and retain the rights to the completed source code, develop upon, and redistribute the product.

[4] NMT retains full ownership of any customisation work done for the purposes of the project.

[5] Support does not cover operational support.

[6] NMT 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 NMT for its services at the rates set forth in the Budget Proposal of this Agreement.

[2] The Client may request in writing that NMT implement modifications to the agreed services. NMT will be given reasonable time to comply with the new requirements, and the corresponding fees shall be adjusted accordingly. If the requested changes are extensive, the Client and NMT shall mutually agree on a new timeline and revised cost structure.

[3] Total amount may be subjected to taxation policies of Singapore and/or additional fees from PayPal, Stripe or any other payment gateway.

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

[5] Unless otherwise stipulated, all invoices must be settled within 14 days from the invoice issue date. Failure to do so will incur a cumulative daily interest of 1% of the total project budget. Service subscriptions will be subject to termination after 30 days of non-payment.

[6] Issues raised outside office hours ( 9am to 6pm) will be subject to charges of S$230 or 1-hour subscribed support per hour block.

[7] Functional Support Services standard rates:

On-demand (without contract)
- During Office Hours - S$180/hour
- Outside Office Hours - S$230/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$720 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 30,000, unless otherwise stated, have payment terms that are milestone driven: 50% commencement, 35% UAT commencement (after training), and 15% on Handover.

[13] Late payment charge of cumulative 3% per month is charged when payment is not received by the due date as indicated on the invoice.

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

[15] Backup Service Policy

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

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

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

[15.3] 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.

[15.4] 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.

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

[15.6] 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.)

DATA SECURITY PRACTICE

NMT implements essential information security practices to safeguard client data. As part of our commitment to security, we conduct annual Vulnerability Assessments (VA tests) to identify and address potential risks. However, we do not perform routine Penetration Testing (PenTests) .

Clients who require PenTests or any additional security enhancements beyond the scope of our standard practices may request such services at their discretion. Any work required to address security vulnerabilities or implement security improvements identified during assessments or requested by the client will be chargeable.

While NMT takes reasonable measures to ensure a secure environment, clients remain responsible for their own security policies, compliance requirements, and the implementation of additional security measures as deemed necessary.

CONTRACT RENEWAL

[1] The subscription or service term under this Agreement (“Subscription Term”) shall be as specified in the Client’s quotation, proposal, invoice, or subscription documentation. The Subscription Term may be annual or multi-year in duration.

[2] Unless otherwise stated in writing, the subscription will automatically renew for a renewal term of the same duration as the preceding Subscription Term, at the prevailing rates at the time of renewal.

[3] The Client may elect not to renew the subscription by providing no less than thirty (30) calendar days’ written notice prior to the end of the current Subscription Term (“Notice Period”). Written notice must be submitted via email to NMT’s designated support or account management address.

[4] If the Client provides valid termination notice within the required Notice Period, the subscription will terminate at the end of the current Subscription Term. The Client remains responsible for all amounts owed up to the termination effective date. No refund will be issued for prepaid subscription fees.

[5] Insufficient Notice / Early-Exit Termination Fee.

If the Client:

a. submits a termination notice less than thirty (30) calendar days before the renewal date; or

b. requests termination at any point during the Subscription Term outside the permitted Notice Period;

then the Client agrees to pay an Early-Exit Termination Fee equivalent to three (3) months of the then-applicable subscription or maintenance fee.

Failure to Provide Formal Notice and Non-Payment

If the Client does not submit a formal termination notice and the subscription is terminated by the Provider due to the Client’s failure to make payment for the renewal, such termination shall be deemed an early termination by the Client. In this case, the Client agrees to pay a Termination Fee equivalent to twelve (12) months of the then-applicable subscription or maintenance fee.

i. This fee compensates NMT for resources reserved exclusively for the Client, including server capacity, system provisioning, technical readiness, account servicing, and data retention.

ii. The Early-Exit Termination Fee is in addition to any outstanding subscription amounts and shall be invoiced immediately upon receipt of the insufficient-notice termination request.

iii. Standard late payment surcharges apply to overdue Early-Exit Termination Fee invoices.

[6] No refunds, credits, or prorated amounts shall be provided for unused subscription, hosting, maintenance, SSL, or functional support services, regardless of the timing of the termination request.

[7] Upon non-renewal, all subscribed services—including hosting, maintenance, technical support, and data backup—will cease on the final day of the Subscription Term. Data availability and retention follow the Backup Services terms set forth in this Agreement.

TERMINATION

[1] Types of Termination

This Agreement may be terminated in the following ways:

a. By non-renewal in accordance with the Contract Renewal terms;

b. By early termination requested by the Client;

c. By termination due to non-payment;

d. By termination for cause, where a breach has occurred; or

e. By mutual written agreement between both parties.

[2] Effect of Termination

Upon termination of this Agreement (whether by non-renewal, early exit, or default), all rights and obligations shall cease except for:

[2.1] Survival of Rights Due to Breach

Legal rights arising from any breach prior to termination will continue to apply.

[2.2] Outstanding Payment Obligations

All invoices issued or accrued as of the termination effective date remain payable. This includes project fees, subscription fees, early-exit fees, and any other outstanding amounts.

[2.3] Data Retention and Deletion

Data retention follows the Backup Service Policy and the termination rules stated in the Contract Renewal section. After the retention period, all data will be permanently deleted.

[3] Termination Due to Client Inaction

Failure by the Client to provide required information, access, decisions, or assistance for thirty (30) days after payment constitutes termination of the project and/or subscription services. Refunds will not be issued for such inactivity-based termination.

[4] Client-Initiated Early Termination of Projects (Non-Subscription)

If the Client terminates a project-based engagement (not a subscription):

[4.1] The Client must provide fourteen (14) days written notice.

[4.2] All prior payments are non-refundable.

[4.3] Project work will cease immediately, and future disbursements will stop.

[4.4] The Client shall pay an early termination charge to cover administrative, preparatory, and unbilled work effort. This charge shall be not less than twenty percent (20%) of the remaining unbilled project balance or SGD 20,000, whichever is higher, subject to adjustment by NMT to reflect the actual unbilled work, resources committed, and costs incurred up to the termination date.

This clause applies only to project work and does not override subscription termination rules.

[5] Client-Initiated Termination of Subscriptions

All subscription-related terminations shall follow the Contract Renewal section:

[5.1] If the Client terminates outside the Notice Period, the Early-Exit Termination Fee applies (equivalent to three (3) months of subscription or maintenance fee).

[5.2] If the Client fails to provide formal notice and the subscription lapses due to non-payment, the Client is deemed to have executed an early termination and is liable for twelve (12) months of the applicable subscription or maintenance fee.

[5.3] No refunds, credits, or prorated amounts are provided for unused subscription, hosting, maintenance, SSL, or support services.

[6] Odoo Enterprise License Fees and NMT Software License Fees

Odoo Enterprise license fees are non-refundable and remain valid until the end of their subscription term, regardless of any project or contract termination.

Similarly, any NMT Software License Fees—including licenses bundled within maintenance, subscription, or support packages—are non-refundable and will remain in effect until the end of the subscribed term.

Termination or non-renewal of the project or service contract does not entitle the Client to any refund, credit, or pro-ration of NMT software license fees. All such licenses will continue until expiry of their respective billing periods, after which access and usage rights will cease unless renewed.

[7] Source Code Release Upon Termination

Upon termination:

[7.1] Client Proprietary Code (Section 1.3) will be released if all project payments have been fully made.

[7.2] Open-source code (Section 1.1) is freely available to the Client.

[7.3] NMT Proprietary Code (Section 1.2) may be licensed to the Client upon payment of the applicable license fee.

[8] Service Shutdown and Resource Release

Upon termination or non-renewal:

a. Hosting, maintenance, technical support, and backups will cease on the final day of the Subscription Term.

b. System access will be disabled.

c. Server resources will be released.

d. Restoration after full shutdown is subject to NMT’s revival fees (as communicated in renewal notices).

CONFIDENTIALITY

NMT 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, NMT will return all copies of any written information when it no longer needs the information, excluding billing data and documentation.

SECURITY

NMT 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 NMT 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 NMT, directly, indirectly, or through any other party hire or solicit the services of any NMT employee. For any breach, the client shall pay an agreed penalty of US$50,000 for each employee.