Client Terms
These Client Terms apply to services delivered by Reputifly Pte Ltd (the “Provider”) and are intended to be read before the Client approves a Scope, order form, statement of work, or invoice that references them.
1. Acceptance And Agreement Structure
The Client is considered to have accepted and agreed to these Terms when any of the following occurs:
- the Client signs a Scope approval, order form, or statement of work that references these Terms; or
- the Client pays any invoice, deposit, or commencement fee for a project that references these Terms; or
- the Client ticks an “I agree” checkbox or otherwise confirms acceptance in writing (including email) referencing these Terms.
If multiple documents apply to a project and there is a direct conflict, the following order controls: (1) any signed Scope approval, order form, or statement of work for the specific project; (2) these Client Terms; and (3) any proposal, quotation, or email summary, unless explicitly stated as controlling.
For the purposes of these Terms: “Provider” means Reputifly Pte Ltd; “Client” means the person or entity ordering services; “Scope” means the project document describing deliverables, limits, timelines, and fees; and “Business Hours” means Monday to Friday, excluding public holidays in Singapore, unless agreed otherwise.
2. Scope And Deliverables
The Provider will deliver the services and deliverables strictly as described in the approved Scope. Anything not written in the Scope is not included unless the Provider agrees in writing.
Deliverables are considered delivered when they are provided to the Client via a link, file, deployment to the Client’s environment, or other method reasonably suitable for the project. Minor visual differences may occur due to device, browser, or platform variations.
Hosting, domains, premium plugins, paid templates, stock assets, paid fonts, and platform subscriptions are additional unless included in writing in the Scope. If the Client requests items that require third-party costs, the Provider may require payment before purchase.
Post-delivery support is limited to fixing genuine defects in the delivered work that are reported within 7 calendar days of delivery. Requests that change design, content, layout, or functionality are handled under the Revisions and Change Requests section.
3. Client Responsibilities
The Client must provide content, access, and approvals on time. If the Client delays in providing required inputs, timelines may extend and work may be paused until the inputs are received, without penalty to the Provider.
The Client is responsible for ensuring they have the legal right to use all materials they provide, including logos, images, videos, and text, and for providing any required legal disclosures, privacy notices, and regulatory text applicable to their industry. The Provider is not responsible for claims arising from Client-provided content or instructions.
The Client is responsible for safeguarding credentials and access to their accounts, hosting, and platforms. If the Client’s environment, plugins, themes, access permissions, or third-party tools cause issues, remediation may be quoted as a Change Request unless included in the Scope.
4. Revisions And Change Requests
The following definition applies unless a different definition is written in the Scope.
A Revision is defined as one consolidated round of changes provided in a single, written feedback list within the original project scope. Any items from that list missed by our team will be corrected at no cost if flagged within 48 business hours of delivery. Any late additions, new requests, or tasks requiring complex custom code/new functionality will be quoted separately or billed as a subsequent revision at our discretion.
A “Change Request” is any request that expands or materially alters the Scope. Change Requests are not included unless explicitly approved in writing with revised fees and timelines. Multiple feedback messages sent at different times may be treated as separate revision rounds.
Revision turnaround depends on workload and queue. If the Client requests urgent turnaround, the Provider may offer an expedited option for an additional fee, subject to availability.
5. Timelines, Communication, And Approvals
Estimated timelines assume timely Client responses, access, and content delivery. Timelines are estimates and automatically extend if the Client delays in providing required inputs or approvals.
The Provider may request approvals at key points. If the Client does not respond within 3 business days after delivery of a revision or milestone (or after reasonable reminders), the Provider may treat the latest delivered version as approved for the purpose of proceeding with the remaining scope. Any later changes to that approved item may be treated as a new Revision or a Change Request depending on impact.
If the Client is unresponsive or does not provide required inputs for 14 calendar days, the Provider may pause the project and reschedule work based on availability. Reactivation may require a restart fee and may be scheduled into the next available slot.
6. Fees, Payments, And Additional Costs
Fees are based on the agreed Scope. Invoices are payable according to the due date stated on the invoice or the Scope. The Provider may pause work if an invoice is overdue, and timelines will extend accordingly.
Deposits, commencement fees, and milestone payments are used to reserve schedule and allocate delivery capacity. Unless required by law or explicitly stated otherwise in writing, payments are non-refundable once work begins. “Work begins” includes commencing production, reserving capacity, initiating project setup, or starting delivery tasks.
If the Client initiates a chargeback or payment dispute while work is in progress, the Provider may pause access and delivery until the dispute is resolved. If the dispute results in reversal of payment, any licenses or rights to use the deliverables are revoked until payment is restored.
7. Intellectual Property And Portfolio Rights
Ownership or usage rights to the final deliverables listed in the Scope transfer after full payment, subject to third-party licensing terms. The Client’s ownership does not include third-party licenses, stock assets, paid plugins, or platform subscriptions unless explicitly transferred.
The Provider retains all pre-existing tools, templates, internal systems, reusable frameworks, and generic components used to deliver the work. The Provider may display completed work in its portfolio unless the Client requests confidentiality in writing before the project begins.
8. Third-Party Services, Warranties, And Limitations
The Provider provides professional services, not guaranteed outcomes. Many deliverables rely on third-party platforms that can change policies, uptime, and capabilities without notice. The Provider does not guarantee specific revenue, leads, rankings, ad performance, conversion rates, or outcomes unless explicitly stated in the Scope.
To the maximum extent permitted by law, the Provider is not liable for indirect or consequential losses. The Provider’s total liability for any claim is limited to the fees paid for the specific Scope giving rise to the claim.
Each party must keep the other party’s confidential information private and use it only to perform the Scope. The Client remains responsible for compliance with PDPA and any industry regulations applicable to their business.
9. Suspension, Termination, And Refund Policy
The Provider may suspend work for non-payment, lack of required access or content, repeated missed approvals, or breach of these Terms. Suspension pauses timelines, and restarting may require rescheduling based on availability.
Either party may terminate for material breach if the breach is not cured within a reasonable period after written notice. If the Client terminates without Provider breach, fees for completed work, committed resources, third-party purchases, and reserved capacity remain payable. Deliverables may be withheld until all outstanding amounts are paid.
If a project remains inactive due to Client non-response for 30 calendar days, the Provider may close the project and treat it as completed to the extent work has been performed. Any later re-opening will be treated as a new project or quoted separately.
10. Governing Law And Dispute Resolution
If the Client has an issue, they should notify the Provider in writing with clear details and screenshots where relevant, and both parties agree to attempt good-faith resolution before formal action. These Terms are governed by the laws of Singapore, and the courts of Singapore have jurisdiction unless a different forum is agreed in writing.
If any part of these Terms is unenforceable, the rest remains enforceable. The Provider may update these Terms for future projects; updates do not retroactively change an already approved Scope unless agreed in writing.
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