By signing a quotation (“Quotation”) issued by Salween Group Pte Ltd (UEN: 201229717E), a company incorporated in the Republic of Singapore with its registered address at 1 Keong Saik Road, Singapore 089109 (“Salween”), you (“the Client”) agree to be bound by these Terms and Conditions (this “Agreement”).

It is agreed between the parties as follows:

1. Definitions

1.1 No provision of this Agreement will be interpreted against a party solely because that party drafted it.

1.2 Unless stated otherwise, all references to days mean calendar days, and “month” or “monthly” means calendar months.

1.3 References to a clause or schedule refer to a clause or schedule of this Agreement, as amended from time to time.

1.4 If there is a conflict between any provisions of this Agreement and its Schedules or Annexes, the provisions in the body of this Agreement prevail.

1.5 Confidential Information means information not publicly available, including but not limited to: client lists and details, trade secrets, business plans, financial information, employee details, proprietary information, inventions, know-how, technical data, product specifications, supplier and customer details, marketing strategies, pricing information, development plans, personnel information, and any information marked “confidential” — whether conveyed in writing, electronically, or by any other means.

1.6 Headings are for convenience only and do not affect the interpretation of this Agreement.

1.7 “Include”, “includes”, and “including” mean “including without limitation”.

1.8 Intellectual Property means any invention, discovery, trade secret, trademark, service mark, trade name, logo, get-up, patent, design, copyright, process, formula, know-how, data, and all copyrightable works — whether or not registrable or patentable.

1.9 “May” means has the right but not the obligation to do something. “May not” means does not have the right to do something.

1.10 “Will” and “shall” are expressions of obligation, not merely expressions of future intent.

1.11 “Person” includes any natural person, corporation, partnership, limited liability company, joint venture, trust, estate, or unincorporated organisation. References to any gender include all genders.

1.12 References to a party include that party’s successors and permitted assigns.

1.13 Words in the singular include the plural and vice versa, as the context requires.

2. Appointment and Provision of Services

2.1 The Client appoints Salween as its service provider for the services (“Services”) described in the signed Quotation(s), which serve as Statements of Work (“SoW”). Salween will perform the Services in accordance with this Agreement.

2.2 Each SoW will set out the agreed scope of work, deliverables, fees, project schedule (where applicable), and estimated delivery dates. Each SoW is a separate and divisible contract.

3. Term

Unless terminated earlier under this Agreement, this Agreement takes effect on the date of execution (“Commencement Date”) and continues for the period set out in the SoW (“Term”).

4. Fees

4.1 In consideration of the Services, the Client will pay Salween the fees agreed in the applicable SoW (“Service Fee”).

4.2 The Service Fee is payable on the terms set out in the SoW. If the SoW does not specify payment terms, the following apply:

• 50% of the Service Fee is due within 30 days of the date of the SoW;
• 25% is due 3 months from the date of the SoW; and
• the final 25% is due on handover of all deliverables set out in the SoW.

Salween will issue an invoice for each instalment with a 30-day payment term unless the SoW provides otherwise. The mode of payment will be set out in each invoice.

4.3 The Service Fee excludes out-of-pocket expenses, including travel, accommodation, and other ancillary expenses reasonably incurred by Salween in delivering the Services. The Client agrees to reimburse these expenses (inclusive of applicable taxes) as added to the relevant invoice.

4.4 The Service Fee does not include third-party costs incurred in delivering the Services. The Client agrees to pay all such third-party costs, which will be invoiced at cost (inclusive of applicable taxes). Salween may require advance payment for third-party costs exceeding S$10,000 in aggregate, payable within 30 days of invoice. Where required as part of the Services, Salween may assist the Client in appointing relevant third-party vendors following consultation.

4.5 Time is of the essence with respect to the Client’s payment of all sums due under this Clause 4. If any invoice remains unpaid for more than 14 days after its due date, Salween may charge interest on the outstanding amount at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower), calculated from the due date until the date of payment in full. Salween further reserves the right to suspend all work under this Agreement and any SoW upon 7 days’ written notice to the Client if any invoice remains unpaid for more than 30 days after its due date. Suspension of work under this clause will not constitute a breach by Salween, and delivery timelines will be extended by the duration of any such suspension. Work will resume within 5 working days of Salween receiving payment of all outstanding amounts.

4.6 If this Agreement or a SoW is terminated or expires before all prepaid Service Fees have been utilised, the Client is entitled to a pro-rata refund of fees attributable to Services not yet delivered as at the date of termination or expiry, minus a 20% administrative fee. Salween will calculate the refund based on the proportion of undelivered Services relative to the total scope of the applicable SoW, and will issue the refund within 60 days of termination or expiry. For the avoidance of doubt, fees attributable to Services already delivered or in progress are non-refundable.

4.7 Salween will proceed with production or publication of deliverables once the Client has approved final copies, layouts, scripts, storyboards, designs, or similar materials in writing. Where drafts are sent for approval, the Client will review them and notify Salween in writing of any errors or proposed changes within 10 working days of delivery (or such other period as agreed in the SoW). If the Client does not respond within this period, the deliverable will be deemed approved as submitted. Salween will use reasonable endeavours to effect such changes but reserves the right to charge additional fees if:

• the proposed changes go beyond the original brief, in Salween’s reasonable opinion;
• the changes are notified more than 5 working days after delivery of the draft; or
• unless otherwise agreed, the changes exceed 2 rounds of revisions on the same deliverable — in which case, each subsequent round will be subject to additional fees.

Any additional fees will be added to the next applicable invoice.

4.8 Where the Client is late in providing feedback, approvals, content, access to systems, or any other input reasonably required by Salween to perform the Services, all delivery dates and project timelines under the applicable SoW will be extended by a period equal to the duration of the Client’s delay, plus a reasonable re-mobilisation period where applicable. Salween will notify the Client in writing of any such delay and its impact on the project schedule.

5. Variation Orders

5.1 If the Client wishes to change an existing SoW (“Variation Order”), the request must be in writing and specify the proposed additions, reductions, or amendments.

5.2 A Variation Order will be actioned only if:

• Salween determines the Variation Order is reasonable;
• the parties agree in writing on costs; and
• the parties agree in writing to any resulting change to the Service Fee.

Once confirmed in writing, Salween will deliver the Services as modified and the Client will bear the associated costs. If the parties cannot agree on the Variation Order, Salween will continue to provide the Services as originally agreed.

5.3 Any change to the Service Fee arising from a Variation Order will be determined by Salween in good faith, having regard to the additional work required.

5.4 The parties will negotiate in good faith an extension of time to deliver Services modified by a Variation Order. If no agreement is reached, Salween will have an additional 3 months to deliver.

6. Subcontractors and Agents

Salween may engage agents, employees, contractors, or subcontractors to perform the Services. Salween remains responsible for the quality of the Services delivered, but will not be liable for the independent acts or defaults of such persons except to the extent they arise from Salween’s instructions or supervision.

7. Intellectual Property

7.1 Client Ownership of Deliverables. Subject to full payment of all fees due under the applicable SoW, all Intellectual Property rights arising from the deliverables created by Salween under this Agreement will vest in and become the absolute property of the Client. Salween will do all that is reasonably necessary to ensure that such rights vest in the Client, including executing any assignment documents reasonably requested. Until full payment is received, all Intellectual Property rights remain with Salween.

7.2 Licence to Salween. The Client grants Salween a royalty-free, non-exclusive, non-transferable, perpetual, worldwide licence to use, reproduce, display, and publish the deliverables for Salween’s portfolio, case studies, awards submissions, and marketing and promotional purposes. Salween will not use the deliverables in a way that competes with the Client’s business or discloses the Client’s Confidential Information.

7.3 Pre-Existing Intellectual Property. Nothing in this Agreement transfers ownership of Intellectual Property that Salween owned or licensed before the Commencement Date, or that Salween develops independently outside the scope of the Services (“Pre-Existing IP”). To the extent that any Pre-Existing IP is incorporated into the deliverables, Salween grants the Client a royalty-free, non-exclusive, perpetual, worldwide licence to use such Pre-Existing IP solely as embedded in the deliverables for the Client’s business purposes. Salween will disclose to the Client any Pre-Existing IP incorporated into the deliverables prior to final delivery.

7.4 Source Files. The assignment of Intellectual Property under Clause 7.1 does not include an obligation to deliver source files, working files, or source code (including Photoshop files, Illustrator files, and similar production materials). Source files will be made available to the Client upon written request, subject to payment of a reasonable handover fee to cover file preparation, organisation, and transfer. The handover fee will be agreed in good faith between the parties.

7.5 Third-Party Materials. Deliverables will be free from proprietary interests and rights of third parties, except where third-party licence agreements apply (for example, non-exclusive royalty-free music licences, stock images, or stock footage). Salween will notify the Client of any third-party licence terms or restrictions that apply to the deliverables.

7.6 Client Content. The Client grants Salween a royalty-free, non-exclusive, non-transferable licence to use, reproduce, modify, display, and publish any content provided by the Client (“Client Content”) for the purposes of delivering the Services. “Client Content” includes trademarks, logos, images, videos, graphics, audio, designs, data, information, and materials provided by the Client. This licence terminates on the expiry or termination of this Agreement, except that Salween may retain and use Client Content (including trademarks and logos) to the extent reasonably necessary to exercise its portfolio and marketing licence under Clause 7.2.

7.7 AI-Assisted Content. Salween may use artificial intelligence tools to assist in the creation of deliverables, including but not limited to content generation, design, research, and data analysis. Where AI tools are used as a material component of a deliverable, Salween will disclose this to the Client prior to final delivery. Salween remains responsible for the quality, accuracy, and originality of all deliverables, and warrants that AI-assisted deliverables will meet the same professional standards as all other work delivered under this Agreement. The Client retains the right to request that specific deliverables be produced without the use of AI tools.

8. Representations and Warranties

8.1 Salween warrants that:

• the Services will be performed with reasonable skill and care, consistent with generally accepted industry standards;
• the deliverables will not, to the best of Salween’s knowledge, infringe the Intellectual Property rights of any third party; and

Salween has the right and authority to assign the Intellectual Property in the deliverables to the Client as set out in Clause 7.

8.1A For the avoidance of doubt, Salween does not guarantee specific marketing outcomes, including but not limited to search engine rankings, website traffic volumes, conversion rates, lead generation numbers, social media follower counts, advertising return on investment, or any other performance metric. Marketing results are influenced by factors outside Salween’s control, including market conditions, competitor activity, algorithm changes, the Client’s products and pricing, and the Client’s own actions. Salween will use reasonable skill and professional judgment to optimise results, but all projections, forecasts, and estimates provided by Salween are indicative only and do not constitute guarantees.

8.2 The Client warrants that:

• the Client will cooperate fully with Salween and provide all information, documentation, access to systems (including marketing data sources such as Google Analytics), staff support, and working facilities reasonably required for Salween to perform the Services;
• the Client will provide feedback and approvals in a timely manner;
• if the Client omits to pay for proofs or mock-ups, or does not oversee the production process, or does not allow reasonable time in the schedule for content review, Salween will not be liable for resulting errors in deliverables;
• the Client will use the Services and deliverables in compliance with all applicable laws and regulations;
• the Client will not use the Services or deliverables for any unlawful, defamatory, obscene, or otherwise objectionable purpose, including the distribution of spam, malware, or content that infringes third-party rights;
• the Client is the legal owner or authorised licensee of all Client Content, and that providing such content to Salween does not infringe any third-party rights;
• the Client will maintain all licences, permits, and authorisations necessary to use the deliverables and to enable Salween to perform the Services;
• the details provided in the Client’s brief are true and accurate to the best of the Client’s knowledge;
• the Client will obtain all necessary consents before disclosing any personal data to Salween;
• the Client is solely responsible for the factual accuracy and regulatory compliance of all claims, data, representations, and materials contained in the Client’s brief and Client Content, including compliance with applicable advertising standards, consumer protection laws, competition law, and any sector-specific regulations (such as financial promotions rules or health claims regulations). Salween will use reasonable efforts to ensure that the execution of the deliverables conforms to generally accepted advertising standards and practices, but Salween does not provide legal or regulatory compliance advice and is not responsible for verifying the accuracy of claims or data provided by the Client.

8.3 Each party warrants to the other that:

• the execution and performance of this Agreement does not breach any other agreement to which it is a party, or any applicable law or regulation;
• it has full power and authority to enter into and perform this Agreement; and
• it is not subject to any insolvency proceedings or orders.

9. Personal Data Protection

9.1 Where necessary for Salween to perform the Services, the Client will provide Salween with authorised access to personal data of the Client’s customers, employees, agents, or representatives, strictly for the purpose of delivering the Services and in compliance with the Personal Data Protection Act 2012 (“PDPA”) or equivalent legislation.

9.2 As a data intermediary under the PDPA, Salween will implement reasonable security measures to protect any personal data received from the Client against unauthorised access, collection, use, disclosure, or similar risks.

10. Limitation of Liability

10.1 Neither party will be liable to the other for any indirect, consequential, special, or incidental loss or damage, including loss of profit, goodwill, or business contracts, whether arising in contract, tort, or otherwise.

10.2 Salween’s total aggregate liability to the Client under or in connection with this Agreement will not exceed the total fees paid by the Client to Salween under this Agreement in the 12 months preceding the event giving rise to the claim.

10.3 The Client acknowledges that Salween does not control and is not responsible for third-party websites, platforms, or services used in delivering the Services (including third-party hosting providers). To the fullest extent permitted by law, Salween disclaims liability for any such third-party services.

11. Indemnity

11.1 The Client will indemnify and hold harmless Salween, its officers, directors, employees, and agents from and against all claims, costs, damages, expenses, and liabilities arising from any third-party claim in connection with:

• materials provided by the Client for the purposes of the Services;
• infringement of Intellectual Property rights, breach of confidentiality, property damage, or unlawful acts or omissions by the Client;
• the Client’s breach of a third-party service provider’s terms of use or agreements entered into in connection with the Services; and
• the content of deliverables to the extent such content was provided, directed, or approved by the Client.

11.2 Salween will indemnify and hold harmless the Client from and against all claims, costs, damages, expenses, and liabilities arising from any third-party claim that the deliverables (excluding Client Content and third-party materials) infringe the Intellectual Property rights of a third party, provided that: (a) the Client promptly notifies Salween of any such claim; (b) the Client gives Salween reasonable control over the defence and settlement of the claim; and (c) the Client provides reasonable cooperation at Salween’s expense.

12. Force Majeure

12.1 Neither party will be liable for any failure or delay in performing its obligations under this Agreement if the failure or delay is caused by circumstances beyond its reasonable control (“Force Majeure Event”), including fire, flood, natural disaster, pandemic, act of war, terrorism, civil unrest, or industrial action.

12.2 The affected party must notify the other party in writing as soon as reasonably practicable, specifying the Force Majeure Event and its estimated duration. The affected party’s obligations will be suspended for the duration of the Force Majeure Event, and the affected party will resume performance as soon as the event ceases. If the Force Majeure Event continues for more than 3 months, either party may terminate this Agreement on 5 days’ written notice.

13. Termination

13.1 This Agreement may be terminated:

• by mutual written agreement at any time, with Services terminating on the last day of the month and all outstanding fees settled as of that date;
• by either party on written notice if the other party commits a material breach that is not remedied within 30 days of written notice;
• by either party on written notice if the other party becomes subject to insolvency proceedings, enters into any arrangement with creditors, has a receiver appointed, or passes a winding-up resolution (other than for a bona fide solvent restructuring); or
• in accordance with Clause 12 if a Force Majeure Event continues for more than 3 months.

13.2 On termination or expiry of this Agreement:

• termination does not affect the rights, duties, or liabilities that accrued before termination, and provisions that expressly or by implication survive termination will continue to be enforceable;
• all SoWs entered into under this Agreement are deemed terminated;
• all software licences, subscriptions, and hosting services provided by Salween will be cancelled, subject to a reasonable transition period of 30 days to allow the Client to migrate services;
• Salween will, within 30 days of the termination or expiry date, provide the Client with all credentials, logins, and access details for digital assets created or managed by Salween on the Client’s behalf during the Term, including but not limited to domain names, social media accounts, content management systems, advertising accounts (such as Google Ads or Meta Ads), email marketing platforms, and analytics properties. Ownership of all such digital assets will transfer to the Client (or revert to the Client where already owned), and Salween will provide reasonable cooperation to facilitate a smooth handover; and
• the Client will immediately pay Salween all sums due up to the date of termination.

14. Confidentiality

14.1 Each party agrees not to use or disclose the other party’s Confidential Information without prior written consent, except to its officers, employees, or advisers who need to know the information for the purposes of this Agreement. Each party will take reasonable steps to protect the other party’s Confidential Information, and on termination or expiry of this Agreement, will return or destroy all documents and copies containing Confidential Information.

14.2 The obligations in Clause 14.1 do not apply to Confidential Information that: (a) was already known to the receiving party before disclosure; (b) becomes publicly available through no fault of the receiving party; (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives reasonable prior notice to the disclosing party.

15. Non-Solicitation

15.1 During the Term and for a period of 12 months following the termination or expiry of this Agreement, neither party will directly or indirectly solicit, recruit, or hire any employee, contractor, or freelancer of the other party who was involved in the delivery or receipt of the Services, without the other party’s prior written consent.

15.2 If either party breaches this clause, the breaching party will pay the other party a recruitment fee equal to 30% of the recruited individual’s annual remuneration (or the equivalent annual value of their contractor fees), which the parties agree represents a genuine pre-estimate of the non-breaching party’s loss.

15.3 This clause does not restrict either party from hiring individuals who respond to general public job advertisements not specifically targeted at the other party’s personnel.

16. Insurance

Salween will maintain professional indemnity insurance with a reputable insurer for the duration of this Agreement and for a period of 12 months following its termination or expiry, with coverage of not less than S$500,000 per claim (or such other amount as agreed in the SoW). Salween will provide evidence of such insurance to the Client upon reasonable written request.

17. Notices

17.1 Notices under this Agreement must be in writing in English and sent to:

To Salween:

• Address: 1 Keong Saik Road, Singapore 089109
• Email: contact@salweengroup.com
• Attention: Sylvia McKaige

To the Client:

• At the address or email address set out in the SoW.
• Either party may update its notice details by written notice to the other.

17.2 Notices may be delivered by hand, email, or registered post. A notice is deemed received: on delivery if delivered by hand; at the time of transmission if sent by email; 5 business days after posting if sent by domestic registered post; or 10 business days after posting if sent by international airmail.

18. Further Assurances

Each party agrees to perform all further acts and execute all further documents reasonably required to give full effect to this Agreement.

19. Entire Agreement

This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior agreements, understandings, and representations (whether written or oral).

20. Variation and Amendment

No variation or amendment of this Agreement is effective unless made in writing and signed by both parties. No variation constitutes a general waiver of any provision, and does not affect any rights or obligations that have already accrued.

21. Assignment

21.1 Neither party may assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent.

21.2 Any permitted assignment of Intellectual Property rights under this Agreement must include an obligation on the assignee to assume all relevant rights and obligations and to be bound by the terms of this Agreement.

22. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

23. Third-Party Rights

A person who is not a party to this Agreement may not enforce its terms under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore or its statutory replacement.

24. Waiver

24.1 No failure or delay by either party in exercising any right or remedy under this Agreement operates as a waiver. A single or partial exercise of any right does not preclude further exercise of that or any other right.

24.2 A waiver of any provision or breach must be in writing. Any waiver is effective only for the specific instance and purpose for which it is given.

25. Independent Contractor

Salween is an independent contractor. Nothing in this Agreement creates a partnership, agency, joint venture, or fiduciary relationship between the parties. Neither party may bind or represent the other.

26. Counterparts

This Agreement may be executed in counterparts, each of which is an original, and all of which together form one instrument.

27. Governing Law

This Agreement is governed by the laws of the Republic of Singapore.

28. Mediation

Any dispute arising out of or in connection with this Agreement must first be submitted to the Singapore Mediation Centre (“SMC”) within 30 days of the dispute arising, in accordance with the SMC’s Mediation Procedure. Each party must be represented by a person with authority to negotiate and settle the dispute. Unless agreed otherwise, the mediator will be appointed by the SMC. The mediation will take place in Singapore in English. If the parties reach a settlement, it will be binding. If mediation is unsuccessful (including if either party gives written notice terminating the mediation), the dispute will be resolved under Clause 29.

29. Dispute Resolution

If mediation is unsuccessful, any dispute arising out of or in connection with this Agreement — including any question regarding its existence, validity, or termination — will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under its current rules. The seat of arbitration will be Singapore, the tribunal will consist of one arbitrator, and the language will be English.

If the amount in dispute is less than S$30,000, the parties agree that the matter may be referred to the Small Claims Tribunal in Singapore.

Last Updated: 2 March 2026