terms-and-conditions | Neu Media Technology

Standard Terms and Conditions

1. Application and Definitions

1.1 Application of Terms

1.1.1 Application

These Terms and Conditions (“Agreement”) govern the provision of software implementation, consulting, development, hosting, integration, maintenance, support, and related services by Neu Media Technology LLP / Neu Media Technology SG Pte. Ltd. (collectively or individually, as applicable, “NMT”) to the client identified in the applicable proposal, quotation, acceptance form, Statement of Work, invoice, renewal document, or other Project Document (the “Client”).

1.1.2 When Effective

This Agreement takes effect when the Client accepts any proposal, quotation, Budget Proposal, acceptance form, Statement of Work, subscription, renewal, or other service document issued by NMT, whether by signature, written confirmation, email confirmation, payment, or instruction to proceed.

1.1.3 Documents Forming Part of the Agreement

This Agreement shall apply together with the applicable proposal, quotation, Budget Proposal, Statement of Work, acceptance form, renewal document, or other written Project Document issued or accepted for the relevant Services (each, a “Project Document”).

1.1.4 Order of Priority

If there is any inconsistency between this Agreement and a signed Project Document, the signed Project Document shall prevail to the extent of that inconsistency.

1.1.5 Separate Master Terms

Where the Parties have entered into a separate signed master services agreement, enterprise terms, or other negotiated written contract, that document shall prevail over this Agreement to the extent of any inconsistency.

1.1.6 Website Terms as Default Terms

Unless otherwise expressly agreed by NMT in writing, this Agreement shall apply to all Services provided by NMT.

1.2 Definitions

In this Agreement, unless the context otherwise requires:

1.2.1 “Agreement”

means these Terms and Conditions together with the applicable Project Document.

1.2.2 “Authorised Representative”

means a person authorised by either Party to provide instructions, approvals, confirmations, or decisions in relation to the Services.

1.2.3 “Client”

means the person, company, business, or entity purchasing or receiving the Services from NMT.

1.2.4 “Commencement of Work”

means the start of any work by NMT in connection with the Services, including project initiation, discovery, planning, solution design, technical study, requirements review, environment preparation, configuration, development, testing preparation, procurement, resource allocation, or any other preparatory or implementation activity.

1.2.5 “Deliverables”

means the work product, output, configuration, documentation, report, integration, module, or other deliverable expressly described in the applicable Project Document.

1.2.6 “Go-Live”

means the date on which the relevant system, module, service, or solution is made operational for live or production use.

1.2.7 “NMT”

means Neu Media Technology LLP and/or Neu Media Technology SG Pte. Ltd., as applicable to the relevant engagement.

1.2.8 “Project Document”

means any proposal, quotation, Budget Proposal, acceptance form, Statement of Work, invoice, subscription document, renewal document, variation document, or other written document issued or accepted in relation to the Services.

1.2.9 “Services”

means the software implementation, consulting, development, hosting, integration, support, maintenance, subscription, or related services provided by NMT.

1.2.10 “Subscription Term”

means the subscription, hosting, maintenance, licence, or recurring service period stated in the applicable Project Document.

1.2.11 “Variation”

means any agreed change to the scope, Deliverables, timeline, fees, subscription, or Services.

1.2.12 “Working Day”

means any day other than a Saturday, Sunday, or public holiday in Singapore.

1.2.13 “In Writing”

References in this Agreement to “in writing” include email and other agreed electronic communications from an Authorised Representative.

2. Services and Scope

2.1 Provision of Services

NMT shall provide the Services described in the applicable Project Document using reasonable skill and care.

2.2 Scope Limited to Agreed Services

NMT shall only be responsible for the Services, Deliverables, and work items expressly stated in the applicable Project Document. Any service, feature, integration, report, enhancement, migration work, support item, or deliverable not expressly stated as included shall be outside scope and may be separately chargeable.

2.3 Operational Support Not Included

Unless otherwise expressly stated in the applicable Project Document, support services do not include the Client’s day-to-day operational processing, data entry, business administration, or internal business decision-making.

2.4 Standard Configuration and Customisation

Unless otherwise expressly stated in the applicable Project Document, the Services are based primarily on standard platform features, standard configuration, and ordinary parameter-based settings of the relevant software or system.

Any requirement that cannot reasonably be achieved through standard configuration and requires bespoke development, custom scripting, code changes, non-standard integration, or additional technical work shall be treated as customisation and may be subject to additional fees and timeline adjustment.

2.5 Changes to Scope

Any request by the Client to change the agreed Services or Deliverables after Commencement of Work may constitute a Variation and shall be dealt with in accordance with Section 4.

2.6 Third-Party and Client Dependencies

Where the Services involve third-party software, platforms, hosting providers, APIs, connectors, payment gateways, or other external systems, NMT’s responsibility in relation to such dependencies is limited to performing the agreed Services with reasonable skill and care. NMT is not responsible for the performance, availability, compatibility, or continued support of such third-party systems or for issues arising from Client-provided data, environments, credentials, infrastructure, instructions, specifications, or dependencies.

2.7 Recommendations and Non-Standard Requests

NMT may recommend standard processes, standard system behaviour, or implementation approaches that, in NMT’s professional view, are more suitable, efficient, stable, or supportable. If the Client requests a non-standard process, legacy replication, workaround, or custom approach, NMT may treat the resulting work as additional scope and shall not be responsible for any inefficiency, complexity, support burden, or limitation arising from that decision.

2.8 No Guarantee of Uninterrupted or Error-Free Operation

Unless expressly stated otherwise in writing, NMT does not warrant that any software, hosted environment, third-party service, integration, or system will operate uninterrupted, error-free, or be suitable for every business purpose of the Client.

2.9 Pre-Contract Materials

Any demonstration, presentation, discussion, proposal narrative, or example workflow shown by NMT is for illustration only and shall not form part of the binding scope unless expressly stated in the applicable Project Document.

3. Client Responsibilities and Project Delays

3.1 Client Cooperation

The Client shall provide, in a timely manner, all information, documents, approvals, decisions, access, credentials, sample data, personnel participation, and other reasonable assistance required for NMT to perform the Services.

NMT shall be entitled to rely on the information, instructions, approvals, and materials provided by or on behalf of the Client for the purpose of planning, configuring, implementing, supporting, and delivering the Services.

3.2 Accuracy of Information

The Client is responsible for ensuring that the information, requirements, business rules, data, and materials provided to NMT are accurate, complete, and up to date.

NMT shall not be responsible for delays, defects, rework, misconfiguration, or additional effort arising from inaccurate, incomplete, inconsistent, outdated, or late information provided by or on behalf of the Client.

3.3 Timely Review and Decision-Making

The Client shall review all documents, deliverables, configurations, test items, and requests for approval submitted by NMT within a reasonable time and, unless otherwise stated in the applicable Project Document, within fourteen (14) Business Days from submission.

The Client shall provide consolidated and reasonably clear feedback, comments, approvals, or decisions within that period.

3.4 Delay Caused by Client

If NMT’s performance of the Services is delayed, disrupted, or made less efficient due to any act, omission, delay, or non-cooperation by the Client, including any delay in providing approvals, feedback, information, access, decisions, test participation, or other required support, such delay shall be treated as a Client-Caused Delay.

3.5 Timeline Extension

Where a Client-Caused Delay occurs, NMT shall be entitled to a reasonable extension of time for the affected milestones, delivery dates, testing dates, handover dates, and project schedule.

Such extension shall include:

(a) the duration of the actual delay; and

(b) such additional time as may reasonably be required for re-planning, re-scheduling, remobilisation, and continuation of the affected Services.

3.6 Charges for Delay

If a Client-Caused Delay results in additional effort, rework, standby time, prolonged project holding, repeated scheduling, or resource disruption, NMT reserves the right to charge reasonable additional fees for such delay-related impact.

Unless otherwise stated in writing, project delays caused by the Client may be subject to cost assessment by NMT and may be chargeable at NMT’s then-applicable rates or such project delay rate as may be stated in the applicable quotation, proposal, or Project Document.

3.7 Delay Due to Failure to Approve or Respond

If the Client does not provide the required feedback, approval, input, access, or participation within fourteen (14) Business Days after NMT’s written request, NMT may:

(a) extend the project timeline accordingly;

(b) re-prioritise or reschedule the affected work;

(c) invoice for work already performed or for the relevant milestone where the delay prevents planned project progression; and/or

(d) suspend the affected Services until the required response, approval, or support is provided.

3.8 Suspension Due to Client Inaction

If the Client fails to provide the required information, approvals, access, assistance, or participation for a continuous period of thirty (30) days or more, NMT may suspend the affected Services until the issue is resolved.

Any such suspension shall not constitute a breach by NMT. NMT shall be entitled to reasonable timeline adjustments and to recover any reasonable remobilisation, re-planning, or restart costs arising from such suspension.

3.9 No Liability for Outcome Delays Caused by Client

NMT shall not be liable for any delay in delivery, milestone completion, testing, handover, Go-Live, support commencement, or project outcome to the extent caused by a Client-Caused Delay.

4. Changes, Reviews, and Acceptance

4.1 Changes to Scope

Any request by the Client to add, remove, revise, refine, or otherwise change the agreed scope of Services, Deliverables, timeline, specifications, workflows, integrations, reports, or requirements shall constitute a Variation.

4.2 Written Confirmation

NMT shall not be required to proceed with any Variation unless the Variation is confirmed in writing by the Client, including by email or other agreed written communication.

4.3 Impact on Fees and Timelines

Any Variation may result in adjustments to:

(a) fees and charges;

(b) project timelines and milestone dates;

(d) testing, deployment, or handover schedules.

4.4 Additional Work and Changes Raised During Implementation or Testing

Where a request by the Client requires additional analysis, redesign, configuration, development, testing, troubleshooting, rework, support, documentation, project coordination, or other effort beyond the agreed scope, such work shall be treated as additional work and may be charged at NMT’s prevailing rates unless otherwise agreed in writing.

Any new requirement, enhancement, revised preference, additional scenario, workflow change, report change, business-rule change, or similar request raised after Commencement of Work, including during implementation, review, testing, or user acceptance, may be treated by NMT as a Variation and shall not be treated as part of the original scope merely because it is raised during the project.

4.5 Review and Feedback Period

Where NMT submits any deliverable, configuration, document, report, specification, test item, or other work product for the Client’s review, comment, confirmation, or approval, the Client shall provide consolidated written feedback within fourteen (14) Business Days, unless otherwise stated in the applicable Project Document.

4.6 Deemed Acceptance

If the Client does not provide consolidated feedback, rejection, or reasonably clear comments within the applicable review period, the relevant item shall be deemed accepted for the purposes of project continuation, invoicing, and downstream work. Any later request for change may be treated as a Variation.

4.7 Urgent Change Requests

If the Client requests NMT to urgently assess or implement a change before fees or timelines are fully agreed, NMT may proceed based on the Client’s written instruction, and such work shall be chargeable on a time-and-materials basis at NMT’s prevailing rates until the relevant Variation is finalised.

4.8 Engineering Change Requests

Where an Engineering Change Request (ECR) or similar technical change request requires additional technical assessment, impact analysis, project re-planning, or administrative handling, NMT may impose the applicable ECR surcharge stated in the relevant proposal, quotation, or fee schedule.

4.9 Scope Reduction or Removal

If the Client requests removal, reduction, deferral, or cancellation of any agreed scope after Commencement of Work, NMT shall be entitled to charge:

(a) all fees for work already performed;

(b) all non-cancellable third-party costs or commitments already incurred; and

(c) reasonable charges for work performed, resources reserved, planning undertaken, project disruption, and other costs reasonably arising from such reduction or cancellation.

5. Fees and Payment

5.1 Fees

The Client shall pay all fees, charges, expenses, taxes, and other amounts payable for the Services as set out in the applicable quotation, proposal, Budget Proposal, Statement of Work, invoice, renewal document, or other written agreement issued by NMT.

5.2 Quotation Validity

Unless otherwise stated in writing, all quotations, proposals, and commercial offers issued by NMT shall remain valid for thirty (30) days from the date of issue and may be revised or withdrawn after that period.

5.3 Taxes and Third-Party Charges

All fees and charges are exclusive of any applicable taxes, duties, levies, bank charges, foreign exchange charges, remittance charges, payment gateway fees, intermediary charges, or similar charges, unless expressly stated otherwise.

Any such taxes, fees, or charges imposed in connection with payment shall be borne by the Client so that NMT receives the full invoiced amount.

5.4 Payment Terms

Unless otherwise stated in writing, all invoices issued by NMT shall be due and payable within fourteen (14) days from the invoice date.

5.5 Default Payment Structure

Unless otherwise stated in writing:

(a) projects with a quoted value below USD 10,000 shall be payable in full upfront prior to Commencement of Work; and

(b) projects with a quoted value of USD 10,000 and above shall follow the payment milestones stated in the applicable quotation, proposal, or Statement of Work.

If no specific milestone schedule is stated for a project above USD 10,000, NMT may invoice on the following default basis:

(i) fifty percent (50%) upon Commencement of Work;

(ii) forty percent (40%) upon commencement of User Acceptance Testing; and

(iii) ten percent (10%) upon handover, Go-Live, production use, or final delivery, whichever occurs first.

5.6 Variations and Additional Work

Any Variation, additional work, support request, or out-of-scope service requested by the Client shall be separately chargeable at NMT’s prevailing rates, unless otherwise expressly agreed in writing.

5.7 Client-Caused Delay and Billing

Where project progress, milestones, approvals, testing, handover, or delivery are delayed by the Client’s act, omission, inaction, or failure to provide required information, feedback, access, approvals, or participation, NMT may:

(a) adjust the project timeline accordingly;

(b) invoice for work already performed; and

5.8 Late Payment

If any amount is not paid by its due date, NMT may charge late payment interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower, calculated on a daily basis until full payment is received.

5.9 Suspension for Non-Payment

If any invoice remains unpaid after its due date, NMT may suspend or withhold any part of the Services, Deliverables, support, hosting, access, handover, renewal, or further work until all overdue amounts are paid in full.

Any such suspension shall not constitute a breach by NMT, and NMT shall be entitled to adjust timelines and recover any reasonable remobilisation or restart costs arising from such suspension.

5.10 No Set-Off or Withholding

All amounts payable by the Client shall be paid in full without set-off, counterclaim, deduction, withholding, or retention, except where required by law.

5.11 Rate Revisions

NMT may revise its standard rates, support rates, hosting charges, subscription charges, and other non-fixed fees from time to time upon reasonable written notice.

Any rates expressly fixed in an agreed quotation, proposal, or Statement of Work shall remain valid only for the originally agreed scope and duration, unless:

(a) the scope changes;

(b) the project is delayed or extended due to the Client;

(d) third-party costs change.

5.12 Support Services Charging Basis

For support services, including functional support, technical support, troubleshooting, investigation, advisory assistance, and similar support work, charges shall be calculated in accordance with the applicable quotation, support contract, subscription plan, renewal document, Statement of Work, or other Project Document.

Unless otherwise expressly stated in writing, support services may be charged on an on-demand basis or deducted from a subscribed support allocation, and may be subject to minimum billable blocks, different rates for office hours and outside office hours, and different charging rules depending on whether the Client has an active support contract.

5.13 After-Hours Support

Unless otherwise expressly agreed in writing, any issue raised, support requested, or support work performed outside NMT’s standard office hours of 9.00 a.m. to 6.00 p.m. on a Working Day may be subject to after-hours charges at NMT’s applicable prevailing rate.

Where the Client is on a subscribed support arrangement, after-hours support may be deducted based on the applicable higher block consumption rule stated in the relevant Project Document, including a two-hour support block for each hour or part thereof of outside-office-hours support, if so stated.

5.14 Functional Support Standard Rates

Unless otherwise expressly stated in the applicable Project Document, NMT’s standard functional support charging basis shall be as follows:

(a) On-demand support (without contract)

(i) during office hours: SGD 180 per hour;

(ii) outside office hours: SGD 230 per hour.

(b) Subscribed support (with contract)

(i) during office hours: one (1) subscribed support hour shall be deducted for each hour or part thereof of support provided;

(ii) outside office hours: two (2) subscribed support hours shall be deducted for each hour or part thereof of support provided.

For the avoidance of doubt, support time shall be charged or deducted in minimum one-hour blocks unless otherwise expressly stated in writing.

5.15 Functional-to-Technical Support Hour Conversion

The Client may elect, by written notice to NMT, to convert available Functional Support Hours into Technical Support Hours at the conversion rate of two and one-half (2.5) Functional Support man-hours to one (1) Technical Support man-hour.

Any such conversion shall be final, irreversible, and not capable of reverse conversion back into Functional Support Hours unless NMT expressly agrees otherwise in writing.

The converted hours shall take effect upon NMT’s written acknowledgement and shall thereafter be treated as Technical Support Hours for all purposes under the applicable support arrangement.

5.16 Multi-Year Commitments

Where the Parties agree to a multi-year project, subscription, support, hosting, licence, or service commitment, the full contract value for the entire committed term shall, unless otherwise expressly stated in writing, be invoiced and payable upfront.

If the applicable quotation, proposal, renewal document, Statement of Work, or other written agreement expressly provides for a different billing structure, then invoicing shall follow that agreed billing schedule.

Unless otherwise expressly stated in writing:

(a) fees committed under a multi-year arrangement are non-cancellable and non-refundable;

(b) the Client remains liable for the committed fees for the agreed term notwithstanding under-utilisation, non-use, internal reprioritisation, early discontinuation, or change in requirements; and

(c) such pricing may reflect NMT’s allocation of resources, reserved capacity, third-party commitments, pricing concessions, and other commercial assumptions made in reliance on the agreed term.

5.17 Non-Refundability

Unless expressly stated otherwise in writing or required by law, all payments made to NMT are non-refundable once the relevant Services, subscriptions, licences, hosting, support, or other commitments have commenced or been procured.

6. Subscription, Renewal, and Termination

6.1 Application

This Section 6 applies to all subscription-based, recurring, hosted, maintenance, support, licence, backup, and other continuing services provided by NMT, unless otherwise expressly stated in the applicable quotation, proposal, Statement of Work, renewal document, or other signed Project Document.

6.2 Subscription / Service Term

Unless otherwise expressly stated in writing, the term of any subscription, hosting, maintenance, support, licence, backup, or other recurring service shall commence on the earlier of:

(a) the Go-Live Date;

(b) the date the relevant service, environment, subscription, or licence is activated, provisioned, reserved, or made available for the Client; or

Unless otherwise stated in writing, each such service shall continue for the period stated in the applicable quotation, proposal, invoice, renewal document, or other Project Document, and if no period is stated, for an initial term of twelve (12) months.

6.3 Renewal

Unless otherwise stated in writing, each subscription, maintenance, support, hosting, licence, backup, or recurring service shall automatically renew for successive renewal terms of twelve (12) months each at NMT’s prevailing rates at the time of renewal, unless either Party gives written notice of non-renewal in accordance with Clause 6.4.

6.4 Notice of Non-Renewal

The Client may elect not to renew a recurring service by giving not less than thirty (30) calendar days’ prior written notice before the expiry of the current term.

If the required notice is not given, the relevant service shall renew automatically for the next renewal term.

6.5 Early Termination by Client

Where the Client terminates or requests cancellation of any subscription, hosting, maintenance, support, licence, backup, or other recurring service before the end of the applicable current term:

(a) all amounts already invoiced or paid shall remain non-refundable;

(b) all fees accrued up to the effective date of termination shall remain payable;

(c) any committed third-party fees, licence fees, hosting fees, subscription fees, reserved service costs, or other non-cancellable amounts incurred by NMT in connection with the service shall remain payable by the Client; and

(d) where fees have been committed for a fixed Subscription Term or other fixed service term, those committed fees shall remain payable for the balance of that term unless otherwise expressly stated in the applicable Project Document.

Unless otherwise expressly stated in writing, early termination by the Client shall not entitle the Client to any refund, rebate, credit, or pro-ration for unused services or the unexpired portion of the term.

6.6 Termination by NMT

NMT may terminate or discontinue any affected service, in whole or in part, by written notice to the Client if:

(a) the Client fails to make payment by the due date and such failure continues beyond any applicable cure period stated in this Agreement;

(b) the Client commits a material breach of this Agreement and fails to remedy the same within a reasonable period after written notice;

(c) the Client fails to provide information, access, approvals, decisions, participation, or other cooperation reasonably required for NMT to continue the Services for a period of thirty (30) days or more;

(d) continued performance would expose NMT to legal, operational, technical, commercial, or security risk arising from the Client’s acts or omissions; or

(e) the Client becomes insolvent or subject to any form of winding up, judicial management, receivership, bankruptcy, or analogous proceeding.

6.7 Suspension Rights

Without prejudice to its other rights and remedies, NMT may suspend any part of the Services, including hosting, support, maintenance, licence access, backup services, system access, delivery, or further work, if:

(a) any invoice remains overdue;

(b) the Client fails to provide required approvals, access, information, instructions, or cooperation;

(d) suspension is reasonably necessary to protect NMT from legal, technical, operational, or security risk.

Any such suspension shall not constitute a breach by NMT. NMT shall be entitled to reasonable extensions of time, remobilisation fees, restart costs, and adjustment of timelines arising from the suspension.

6.8 Effect of Termination or Expiry

Upon termination, expiry, or non-renewal of any affected service:

(a) NMT may cease performing the affected Services;

(b) any licence, hosting, support, maintenance, backup, or access rights relating to the affected Services may cease on the effective date of termination or expiry;

(c) all outstanding fees, accrued charges, committed sums, third-party costs, and other amounts then due to NMT shall become immediately payable; and

(d) the Client shall remain bound by all provisions of this Agreement which by their nature are intended to survive termination or expiry, including provisions relating to payment, intellectual property, confidentiality, data handling, limitation of liability, dispute resolution, and governing law.

6.9 Multi-Year Commitments

Where the Parties agree to a multi-year project, subscription, support, hosting, licence, or service commitment, invoicing, payment, cancellation, and refund treatment shall be governed by the applicable Project Document and, unless otherwise expressly stated therein, Clause 5.16 of this Agreement.

6.10 Data Access and Retention on Exit

Upon termination, expiry, or non-renewal of any affected service, data access, export, retention, and deletion shall be governed by the applicable data ownership, backup, and retention provisions of this Agreement.

Unless otherwise expressly agreed in writing:

(a) NMT is not obliged to provide ongoing hosting, access, retention, archival, or recovery services after termination or expiry;

(b) the Client is responsible for requesting any required export or retrieval of its data before the applicable retention or deletion period expires; and

(c) backup, hosting, maintenance, support, and related recurring services will cease upon the effective date of termination or expiry.

7. Intellectual Property

7.1 General Ownership

Unless otherwise expressly stated in the applicable Statement of Work, proposal, or other written agreement, NMT retains ownership of all methodologies, frameworks, tools, templates, reusable modules, know-how, system architecture, technical approaches, and other underlying materials used, developed, or applied in connection with the Services.

Except where expressly agreed otherwise in writing, no intellectual property rights are transferred to the Client.

7.2 Categories of Source Code and Software

For the purposes of this Agreement, source code, software, modules, and technical components used, developed, or deployed by NMT in connection with the Services shall generally fall into the following categories:

(a) Open Source Software;

(b) NMT Proprietary Code; and

7.3 Open Source Software

Open Source Software includes third-party systems, frameworks, libraries, and components licensed under their respective open-source licence terms, including software such as Odoo, Linux, and similar open-source technologies.

Such software remains subject to its applicable open-source licence terms, and nothing in this Agreement shall override or restrict those terms.

NMT does not claim ownership of Open Source Software.

7.4 NMT Proprietary Code

Unless expressly identified in writing as Client Proprietary Code, all modules, enhancements, customisations, scripts, reusable components, technical solutions, and developments created, supplied, or deployed by NMT in connection with the Services shall remain NMT Proprietary Code and the property of NMT.

This includes, without limitation:

(a) reusable functional modules;

(b) supporting utilities and tools;

(d) backup tools, monitoring tools, and support utilities; and

(e) custom work which, although deployed for the Client, is not expressly agreed to be transferred to the Client.

Subject to full payment of all applicable fees, NMT grants the Client a non-exclusive right to use such NMT Proprietary Code as part of the agreed solution for the Client’s internal business operations, during the applicable service, hosting, subscription, or licence term.

Unless otherwise expressly agreed in writing, the Client shall not sell, sublicense, redistribute, or commercially exploit NMT Proprietary Code, nor claim ownership over it.

7.5 Client Proprietary Code

Client Proprietary Code means only those bespoke modules, reports, custom developments, or deliverables expressly stated in writing by NMT to be client-owned.

Subject to full payment of all applicable project fees:

(a) the Client shall own such Client Proprietary Code; and

(b) the Client shall have the right to use, modify, and build upon such Client Proprietary Code for its internal business purposes.

The Client grants NMT a non-exclusive, royalty-free right to access, use, maintain, and modify such Client Proprietary Code for the purpose of providing support, maintenance, enhancement, integration, or related services to the Client.

7.6 No Transfer Unless Expressly Agreed

For the avoidance of doubt, all developments, customisations, enhancements, reports, automations, and technical work carried out by NMT shall be deemed NMT Proprietary Code unless expressly stated otherwise in writing.

No ownership transfer, source code release, or intellectual property assignment shall arise by implication.

7.7 Optional Licence or Buy-Out

Where requested by the Client, NMT may, at its sole discretion, discuss a separate licence, source code release, or buy-out arrangement for specific NMT Proprietary Code.

Any such arrangement shall only be effective if expressly agreed in writing and may be subject to additional licence fees, transfer fees, or other commercial terms determined by NMT.

8. Data, Backup, Security, and Confidentiality

8.1 Client Data Ownership

All business data, records, documents, files, transaction data, master data, operational data, and other information provided by the Client to NMT, or generated from the Client’s use of the Services (“Client Data”), shall remain the property of the Client.

Nothing in this Agreement transfers ownership of Client Data to NMT.

8.2 NMT’s Right to Use Client Data for Service Delivery

The Client grants NMT a limited right to host, access, use, process, store, copy, transmit, backup, migrate, restore, and otherwise handle Client Data only to the extent reasonably necessary for:

(a) providing the Services;

(b) support, maintenance, hosting, troubleshooting, backup, restoration, and migration;

(d) enforcing NMT’s rights under this Agreement.

8.3 Data Export and Retrieval

Upon termination or expiry of the relevant Services, and subject to full payment of all outstanding amounts due to NMT, the Client may request an export of its Client Data within the applicable retention period.

Unless otherwise expressly agreed in writing:

(a) NMT is not required to provide data in a bespoke, transformed, reconciled, or migration-ready format;

(b) data extraction, conversion, mapping, cleansing, validation, restoration, and migration assistance may be separately chargeable at NMT’s prevailing rates; and

(c) NMT is not required to provide any software, source code, connector, third-party licence, or technical migration support beyond the agreed export itself.

8.4 Backup Services

Where backup services are included in the Services or subscribed separately, such backup services shall be provided in accordance with the applicable proposal, Statement of Work, or support arrangement.

Unless otherwise expressly agreed in writing:

(a) backup pricing may be based on the Client’s backup storage volume;

(b) NMT may apply pricing adjustments if the Client’s backup storage usage moves into a different pricing tier; and

Upon termination, expiry, or discontinuation of the backup service, NMT may permanently delete, expunge, or render inaccessible backup data within fourteen (14) days after the effective date of termination, unless otherwise required by law or agreed in writing.

If the backup service is later reinstated, the backup process will resume from the point then available to NMT, if any. NMT does not guarantee preservation or restoration of prior backup data after deletion.

8.5 Data Retention

Unless otherwise required by law or expressly agreed in writing, NMT may retain Client Data for a limited period after termination or expiry for backup, system administration, audit, dispute resolution, legal compliance, fraud prevention, or business record purposes.

After such period, NMT may delete, anonymise, or render inaccessible any remaining Client Data without further liability to the Client.

The Client is responsible for requesting and retrieving its data before the expiry of the applicable retention period.

8.6 Security Practices

NMT will implement reasonable administrative, technical, and organisational security measures appropriate to the nature of the Services to help protect Client Data against unauthorised access, use, disclosure, alteration, or destruction.

Such measures may include:

(a) limiting access to designated developers, project managers, and authorised support personnel on a need-to-know basis;

(b) access control measures for project environments and shared materials;

(d) secure infrastructure and database practices; and

(e) maintenance of supported environments with relevant security updates in accordance with NMT’s internal practices.

8.7 Security Scope

NMT may conduct internal vulnerability assessments or related security reviews as part of its internal security practice.

Unless expressly stated otherwise in writing:

(a) penetration testing is not included as part of NMT’s standard Services;

(b) formal security audits, certification exercises, compliance attestations, red-team exercises, or customer-specific security testing are not included; and

(c) any security enhancement, hardening, audit support, remediation work, or additional security documentation requested by the Client may be separately chargeable.

8.8 Client Security Responsibilities

The Client remains responsible for:

(a) its own internal security policies, compliance obligations, and control environment;

(b) user access administration, passwords, credentials, endpoint security, and internal permissions;

(d) determining whether the Services and hosting model offered by NMT are sufficient for the Client’s own regulatory, operational, or internal requirements.

Unless expressly agreed in writing, NMT is not responsible for independently auditing or certifying the Client’s own systems, devices, networks, or third-party services.

8.9 No Absolute Security Guarantee

The Client acknowledges that no system, software environment, network, or security measure can guarantee absolute security. Accordingly, NMT does not warrant that any system, hosted environment, or data transmission will be completely secure, uninterrupted, or immune from cyberattack, malware, ransomware, unauthorised access, or other security incidents.

8.10 Personal Data

To the extent that Client Data includes personal data, each Party shall comply with the data protection laws applicable to it in connection with the Services.

As between the Parties, the Client remains responsible for:

(a) ensuring that it has the right to provide the personal data to NMT;

(b) providing all notices and obtaining all consents or legal bases required for NMT to provide the Services; and

Where NMT processes personal data on behalf of the Client in the course of providing the Services, NMT shall do so only to the extent reasonably necessary for service delivery, support, maintenance, hosting, backup, migration, testing, troubleshooting, security, or related operational purposes connected with the Services.

8.11 Confidentiality

NMT shall treat Client information disclosed in connection with the Services as confidential and shall use reasonable care to protect such information from unauthorised disclosure.

NMT may disclose such confidential information only to its employees, affiliates, subcontractors, consultants, advisers, hosting providers, or service providers who have a legitimate need to know such information for the purpose of providing or supporting the Services, provided that such persons are subject to appropriate confidentiality obligations.

The confidentiality obligations in this Clause shall not apply to information which:

(a) is or becomes publicly available other than through breach of this Agreement;

(b) was lawfully known without restriction before disclosure;

(d) is required to be disclosed by law, regulation, court order, or lawful authority.

8.12 Return, Retention, and Survival of Confidential Information

Upon written request, and subject to NMT’s legitimate record-keeping, compliance, backup, audit, legal, and operational requirements, NMT shall use reasonable efforts to return or cease active use of confidential materials no longer required for the Services.

Confidentiality obligations under this Clause shall survive for five (5) years after termination or expiry, except for trade secrets or inherently confidential information, which shall remain protected for so long as they remain confidential.

9. Liability, Third-Party Dependencies, and Force Majeure

9.1 Reasonable Skill and Care

NMT shall perform the Services with reasonable skill, care, and diligence consistent with generally accepted professional standards for services of a similar nature.

9.2 No Guarantee of Uninterrupted or Error-Free Operation

Unless expressly stated otherwise in writing, NMT does not warrant that any system, Deliverable, hosting environment, integration, interface, subscription service, or related service will be uninterrupted, error-free, continuously available, or fit for any particular purpose.

The Client acknowledges that software implementation and support services may be affected by maintenance windows, third-party service behaviour, internet connectivity, infrastructure conditions, user actions, system complexity, and other operational factors beyond NMT’s reasonable control.

9.3 Third-Party Systems and Dependencies

Where the Services involve or depend on third-party software, platforms, APIs, hosting providers, cloud services, payment gateways, open-source components, telecommunications providers, or other third-party systems or services, NMT shall not be liable for any failure, delay, incompatibility, outage, degradation, security issue, deprecation, withdrawal, pricing change, licensing change, or other non-performance arising from or relating to such third-party dependency.

NMT’s responsibility in such cases shall be limited to performing the agreed Services with reasonable skill and care in relation to that dependency.

9.4 Client Inputs, Data, and Instructions

NMT shall not be liable for any delay, defect, error, failure, misconfiguration, data issue, reporting issue, or other problem arising from:

(a) inaccurate, incomplete, inconsistent, outdated, corrupted, or improperly formatted data or materials provided by or on behalf of the Client;

(b) incomplete or unclear requirements, instructions, approvals, or business rules provided by the Client;

(d) misuse of the system, unauthorised modifications, or use of the Deliverables in combination with systems or components not approved by NMT.

9.5 Exclusion of Indirect and Consequential Loss

To the maximum extent permitted by law, NMT shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive loss or damage, or for any loss of profits, revenue, business, goodwill, anticipated savings, business opportunity, contracts, production, use, or data, whether arising in contract, tort, negligence, breach of statutory duty, or otherwise.

9.6 Liability Cap

To the maximum extent permitted by law, NMT’s total aggregate liability arising out of or in connection with any claim under the applicable project, subscription, support arrangement, or other Services shall not exceed the total fees actually paid by the Client to NMT for the specific Services giving rise to the claim.

Where the claim relates only to a particular phase, module, subscription term, support term, or work scope, the liability cap shall be limited to the fees actually paid for that specific affected scope.

9.7 Security and External Event Risks

NMT shall not be liable for any security incident, cyberattack, malware event, ransomware event, unauthorised access, data loss, corruption, or service disruption to the extent caused by:

(a) third-party systems, infrastructure, hosting platforms, cloud services, APIs, or external dependencies;

(b) Client-side vulnerabilities, credentials, configurations, devices, systems, or internal controls;

(d) any event beyond NMT’s reasonable control.

9.8 Force Majeure

NMT shall not be liable for any delay, interruption, failure, or inability to perform its obligations to the extent caused by an event beyond its reasonable control, including but not limited to acts of God, natural disasters, flood, fire, war, terrorism, civil unrest, labour dispute, epidemic, pandemic, governmental action, failure of utilities, internet or telecommunications disruption, data centre outage, cyber incident, or failure, withdrawal, or material change of any relevant third-party platform or service.

Where such event materially affects the Services, NMT shall be entitled to a reasonable extension of time and, where applicable, reasonable adjustment to the affected scope, delivery schedule, or fees.

9.9 Time Limit for Claims

No claim arising out of or in connection with the Services may be brought against NMT more than twelve (12) months after the date on which the Client became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.

9.10 Non-Excludable Liability

Nothing in these Terms shall exclude or limit any liability that cannot lawfully be excluded or limited under applicable law.

10. General Provisions

10.1 Notices

Any notice, request, demand, approval, consent, or other communication under these Terms shall be in writing.

Operational communications, approvals, feedback, and day-to-day project instructions may be given by email or other agreed electronic means by the Parties’ authorised representatives.

Any formal notice relating to breach, suspension, termination, renewal, non-renewal, dispute, or legal claim shall be sent to the receiving Party’s last notified email address or business address.

A notice shall be deemed received:

(a) if delivered by hand, at the time of delivery;

(b) if sent by registered post or courier, on the second (2nd) Working Day after dispatch; and

(c) if sent by email, at the time of transmission, provided that no delivery failure or error message is received by the sender.

10.2 Entire Agreement

These Terms, together with the applicable quotation, proposal, acceptance, renewal document, and any approved variation or addendum, constitute the entire agreement between the Parties in relation to the Services to which they relate and supersede all prior discussions, proposals, understandings, and representations relating to the same subject matter.

Each Party acknowledges that it has not relied on any statement, representation, warranty, or promise not expressly set out in the contract documents, except that nothing in this Clause shall exclude liability for fraud or fraudulent misrepresentation.

10.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, whether in whole or in part, that provision shall, to the extent of such invalidity, illegality, or unenforceability, be deemed severed and the remaining provisions shall continue in full force and effect.

If any invalid, illegal, or unenforceable provision would be valid, legal, and enforceable if modified, that provision shall apply with such minimum modification as is necessary to make it valid, legal, and enforceable while preserving its commercial intent so far as possible.

10.4 Assignment

The Client shall not assign, transfer, novate, charge, subcontract, or otherwise deal with any of its rights or obligations under these Terms without NMT’s prior written consent.

NMT may assign, transfer, novate, or otherwise deal with its rights and obligations under these Terms to any affiliate, successor, purchaser of its business, or group entity upon written notice to the Client.

10.5 Subcontracting

NMT may perform the Services, in whole or in part, through its employees, affiliates, subcontractors, consultants, offshore teams, hosting providers, cloud providers, support partners, or other service providers.

NMT shall remain responsible for the overall performance of the Services in accordance with these Terms.

Unless expressly agreed otherwise in writing, NMT shall not require the Client’s prior approval to appoint or replace such subcontractors or service providers.

10.6 No Waiver

No failure or delay by either Party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any such right, power, or remedy preclude any further exercise of it.

Any waiver shall be effective only if made in writing by the Party granting it.

10.7 Amendments

No amendment, modification, or supplement to these Terms shall be valid unless made in writing and agreed by both Parties, except where these Terms expressly allow approvals, confirmations, activations, or operational instructions to be given by email or other agreed electronic means.

10.8 Counterparts and Electronic Acceptance

Any agreement, acceptance form, renewal, addendum, variation, or other contract document may be executed or accepted in counterparts and by scanned copy, PDF, electronic signature, email confirmation, click-acceptance, or other agreed electronic means, each of which shall be valid and binding as if originally signed in physical form.

10.9 Independent Contractor

The relationship between NMT and the Client is that of independent contracting parties.

Nothing in these Terms shall create any partnership, joint venture, agency, fiduciary, employment, or similar relationship between the Parties, and neither Party shall have authority to bind the other except as expressly agreed in writing.

10.10 No Third-Party Rights

A person or entity who is not a Party to the contract shall have no right to enforce any provision of these Terms, whether under the Contracts (Rights of Third Parties) Act 2001 of Singapore or otherwise, except where expressly stated otherwise.

10.11 Further Assurance

Each Party shall, at its own cost, do and execute such further acts, documents, and things as may be reasonably required to give full effect to the rights, obligations, and transactions contemplated by the contract documents.

10.12 Governing Law and Dispute Resolution

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of Singapore.

Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Singapore, unless otherwise expressly agreed in writing by the Parties.