Schedule B

FULL TERMS AND CONDITIONS

It is agreed as follows:

Agreement
1. The Client hereby engages Brew, and Brew accepts such appointment, for the provision of digital marketing services for the Client for the period as set out under clause 9 of this Agreement.
Scope and Nature of the Services and Points System
1. Parties may, from time to time, vary the Scoped Services by further written agreement. If Parties agree for Brew to perform any service in addition to those in the Scoped Services (the “Additional Services”), Brew shall be at liberty to charge for these Additional Services fees separate from and in addition to the fees set out in this Agreement (the “Additional Fees“), with the quantum and payment details, including by but not limited to payment dates, mode, manner, of such Additional Fees to be further agreed upon by the Parties in writing.
2. Parties agree that any further written agreement about Additional Services and/or Additional Fees made in writing and in accordance with the Points System and pursuant to clause 2.1 above shall form part of this Agreement and/or, if the case may be, shall constitute a variation of this Agreement that Parties agree to. The term “Service” or “Services”, as used hereinafter, shall mean all Scoped Services and Additional Services, if any, that Brew shall perform under this Agreement or any variation thereof.
3. Brew shall use all reasonable efforts to perform the Services in a timely and professional manner.
4. The Client acknowledges that, in order for Brew to perform its obligations under this Agreement, Brew may need information and/or assistance from the Client. Where Brew reasonably requires such information and/or assistance from the Client, Brew will request the same from the Client in writing. The Client agrees to furnish to Brew all information and/or assistance sought by Brew within three (3) business days of any request from Brew.
5. If the Client does not comply with its obligations under clause 2.4 above, Brew shall continue to perform its obligations under this Agreement to the extent that is reasonably practicable with whatever information Brew has, and the Client shall continue to make payment of the Monthly Service Fee as set out in clause 3.1 below.
6. Brew is at liberty to sub-contract any part of the Services to a third party (a “Subcontractor”) without first having to notify or seek approval from the Client. Brew shall not be responsible for any failure, acts, or omissions of a Subcontractor, except where such failure, acts or omissions are due to Brew’s gross negligence or wilful misconduct. Without prejudice to the generality of the foregoing, if the Client enters into arrangements with third party vendors, subcontractors, or suppliers for the provision of materials or services (“Preferred Suppliers”) and requests that Brew utilise such Preferred Suppliers in the discharge of Brew obligations under this Agreement, the Client remains solely responsible for such Preferred Suppliers.
7. Parties agree that for every item set out under the Scoped Services, Brew shall perform no more than two rounds of revisions or edits pursuant to the Client’s requests or comments in addition to the first draft delivered by Brew. The Client agrees that any further rounds of revisions requested by the Client will be charged separately on an hourly basis at a rate of S$350.00 per hour. For instance, if Client requests a further round of revision that takes Brew three hours to complete, Brew will charge the Client an additional S$1,050.00.
Payment Terms
1. The Client shall pay Brew the Monthly Service Fee and where applicable any other fees and expenses payable under this Agreement. Brew is at liberty to issue the Client with invoices for all or part of any fees and expenses payable at any time, and where any such invoice is issued, the Client shall pay to Brew the amount specified in each invoice within fourteen (14) days of the date of such invoice.
2. All payments made under this Agreement shall be paid in Singapore Dollars unless otherwise agreed between the Parties. The Client shall bear all bank charges, administrative charges, and/or any other fee, expense or tax arising out of or in connection with any payment made by the Client to Brew.
3. Any monies due to Brew under the Monthly Service Fee and clause 3.1 above, which are outstanding after the due date for payment, will bear interest at the rate of 2% per month from the due date to the date of payment (both days inclusive), and which interest shall be capitalised monthly in arrears.
Expenses
1. The Client shall reimburse Brew for all out-of-pocket expenses properly and reasonably incurred by Brew in connection with providing the Services. Should expenses be payable to third parties for the performance of Brew’s obligations under this Agreement, the Client shall, as far as possible, and after Brew notifies the Client of any such payable expenses, pay such expenses directly to the third parties concerned within the payment timelines required or stipulated by such third parties.
2. Expenses which Brew may seek reimbursement for or may notify the Client as being payable to third parties include, but are not limited to:
  1. Travel expenses, which may include all local or ground transport expenses;
  2. Communication expenses, which may include telephone, facsimile, courier, and mail charges;
  3. Administrative expenses, which may include the cost of secretarial support and copying or translating any information used to provide the Services; and
  4. Such other expenses which include, but are not limited to, third party licenses for any third party products or services that are necessary for the provision of the Services under this Agreement. Such third party products and services may include, but are not limited to: clip art, music, stock images, or any other copyrighted work which Brew deems necessary to purchase on behalf of the Client.
Confidentiality
1. The Parties agree to hold each other hold each other’s confidential information in strict confidence. Confidential information includes, but is not limited to, information which are trade secrets or otherwise of such nature (“Confidential Information”).
2. Each Party undertakes not to, without the prior written consent of the other Party, unduly disclose to a third party information (written or verbal) concerning the first Party that may be considered as Confidential Information.
3. The Client recognises and confirms that Brew, in acting pursuant to this Agreement:
  1. will use and rely primarily on information provided by the Client, and on information available from generally recognized public sources without independent verification; and
  2. does not assume responsibility for the accuracy and completeness of such information.
4. Brew shall not be liable for the disclosure or use of Confidential Information if the Confidential Information:
  1. enters or is in the public domain, other than by breach of this Agreement;
  2. is furnished to Brew on a non-confidential basis by any person or entity prior to this Agreement;
  3. has been or is lawfully disclosed to Brew by any person or entity without an obligation of confidentiality; or
  4. is required to be disclosed pursuant to any applicable laws, rules or regulations or direction of governmental or regulatory authority or stock exchange or order of a relevant court of law, provided that Brew shall provide the Client with prompt written notice, unless such notice is prohibited by law, of such request.
Limitation of Liability and Indemnity
1. The liability of any claims arising out of or in connection with this Agreement shall be limited to the greatest extent permitted by law and neither Party shall be liable to the other Party for any indirect loss, including, but not limited to, loss of profit, revenue, savings or goodwill, loss or distortion of information, unless the damage is caused by gross negligence.
2. The Client shall indemnify, and keep indemnified, Brew and its nominees, from and against all and any costs (including legal costs on a full indemnity basis), expenses claims, demands, and liabilities which Brew and its nominees may become liable for, and against all actions, suits, proceedings, claims, or demands of any nature whatsoever which may be taken or made against Brew or its nominees or which may be incurred or which may arise directly or indirectly by reason of the provision of the Services.
3. Notwithstanding any termination of this Agreement, the indemnity set out at clause 6.2 above shall endure for the benefit of Brew and its nominees in respect of all acts performed by Brew and its nominees in the interest of the Client both prior to and subsequent to the termination of this Agreement.
Marketing
1. The Client hereby grants Brew the right to use the name and service marks/likeness of the Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of Brew and a brief scope of services provided.
2. The Client hereby grants Brew the right to display its logo (or other identifying information)/ their likeness and where applicable, a hyperlink to Brew website on the home page of the Client’ website. Any use of Brew logos or links on the Client’s website must be approved in writing by Brew. Either party may elect to issue a press release to this Agreement. In doing so, any release shall be approved by the other party and such approval shall not be unreasonably withheld.
Intellectual Property
1. “Intellectual Property” as used in this Contract shall mean:
  1. Information (whether recorded or not and, if recorded, in whatever form on whatever media and by whomsoever recorded) relating to all or any part of a Party’s business, dealings with third parties, assets, services (including but not limited to in relation to the Services), financial affairs, future plans, and affairs;
  2. Any confidential and proprietary information of a Party as defined in and protected under any law; and
  3. Any information or other property of a Party protected under any law, including but not limited to on the grounds that such information was not disclosed to the public in a widespread manner, under any law of trademarks, and/or under any law of copyright.
2. In the provision of the Services, Brew, may, either alone or with others, generate or assist in the generation of materials related to the Services (collectively, “Works”); and/or adapt, improve on, modify, or change the Client’s Intellectual Property or any of the Works, thereby creating modified Works (“Modified Works”). Brew expressly agrees and undertakes that the Works and Modified Works, together with the intellectual property rights thereof and therein, shall automatically and without the requirement of any person taking any further step, upon creation of such Works and/or Modified Works, belong to the Client and become part of the Client’s Intellectual Property.
3. The Client hereby grants Brew a revocable, non-exclusive, and royalty-free licence to use and deal with Works and Modified Works for the duration of this Agreement.
4. Pursuant to clause 4.2.4, Brew may license materials from third parties in the provision of the Services under this Agreement. In such circumstances, ownerships of such licensed materials remain with the licensor, and the Client agrees that it remains bound by the terms of such licenses and that it does not obtain proprietary rights in such third party materials beyond the terms and conditions contained in the pertinent license. Brew will endeavour to keep the Client informed of any such limitations to the best of its ability.
Termination & Renewal
1. This Agreement is valid from signing and until terminated in accordance with this Agreement.
2. The Agreement will last a minimum of six (6) months (the “Minimum Period”) whereby after the Minimum Period, either Party may terminate this Agreement without the need to give reasons by providing the other party thirty (30) days written notice.
3. The Client shall remain liable to pay Brew for all Services performed and all expenses incurred by Brew until the date of termination of this Agreement. Brew is at liberty to issue the Client invoices even after the date of termination for all Services performed and expenses incurred by Brew up till the date of termination, and the Client agrees to make payment on all such invoices even after this Agreement has been terminated.
4. Where any Service due to be delivered to the Client occurs or is to occur after the date of termination of this Agreement, and where the Client requests that such Service is to be delivered notwithstanding the termination of this Agreement (each a “Post-Termination Service”), Brew will charge a resource fee for every Post-Termination Service (the “Resource Fee”). This Resource Fee will be calculated with reference to the Points System where every Point equates to a chargeable fee of S$100.00. For example, if the Post-Termination Service is redeemable for 50 Points, the corresponding Resource Fee chargeable on it is S$5,000.00. Brew is at liberty to issue the Client with invoices for all or part of any of the Resource Fee and payable by the Client to Brew at any time, and where any such invoice is issued, the Client shall pay to Brew the amount specified in each invoice within fourteen (14) days of the date of such invoice. Brew shall be entitled to charge the Resource Fee notwithstanding the Monthly Service Fee covering such Post-Termination Service having been already paid for by the Client.
5. This Agreement may be renewed for a successive term of twelve (12) months by mutual agreement of the Parties in writing sixty (60) days prior to the end of any given term on further or different terms as may be agreed in writing between the Parties.
6. Should this Agreement be terminated by the Client before the duration for which any paid Monthly Service Fee expires, there will be no refund of the Monthly Service Fee notwithstanding the full extent of Services performable by Brew under the paid Monthly Service Fee not having been fully performed.
7. If a Party materially fails to perform its duties and obligations hereunder (a “Defaulting Party”) resulting in a material loss to the other Party (the “Non-Defaulting Party”), the Non-Defaulting Party may give written notice thereof to the Defaulting Party, which such notice shall set forth with sufficient detail the nature of the breach. The Defaulting Party shall have thirty (30) days from its receipt of notice to cure the breach. If such material breach shall not have been remedied to commercially reasonable operating standards, the Non-Defaulting Party may terminate this Agreement by giving five (5) days written notice of such termination to the Defaulting Party. If Brew is the Non-Defaulting Party, its termination of this Agreement shall not constitute a waiver of any rights or remedies with respect to Services it performed prior to such termination, or the right of Brew to receive such payments as may be due as of the date of termination. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against a Defaulting Party.
General Provisions
1. If any term or provision in this Agreement is held to be unenforceable, in whole or in part, by a Court or tribunal of competent jurisdiction, such term or provision shall, to that extent, be deemed not to form part of this Agreement, but the validity and enforceability of the remainder of this Agreement shall not be affected.
2. Nothing contained in or relating to this Agreement shall or shall be deemed to constitute any partnership, agency or fiduciary relationship between any of the Parties and no Party shall have any authority to act for or to assume any obligation or responsibility on behalf of any other Party.
3. This Agreement shall not be varied unless any such variation is agreed upon between Parties and recorded in writing.
4. Any release, waiver or compromise of any obligation or term by any Party under this Agreement shall be in writing, but unless expressly agreed, such release, waiver or compromise shall not be deemed to be a release, waiver or compromise of similar or any other obligations or terms in the future by that Party, or any Party.
5. No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a release or waiver, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy.
6. No person who is not a party to this Agreement will have any right to enforce it under the Contracts (Rights of Third Parties) Act.
7. This Agreement shall inure to the benefit of and shall be binding upon each Party’s successors and assigns. Neither Party shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other Party.
8. Neither the Client nor Brew shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, war, strike, or fire; but due diligence shall be used in curing such cause and in resuming performance.
Governing Law
1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore
Dispute Resolution
1. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, which cannot be settled through negotiation between Parties, shall be first referred to mediation administered by the Singapore Mediation Centre. If the dispute cannot be resolved by mediation contemplated in this clause within thirty (30) days after the participation of the Parties in such mediation, the parties shall submit the dispute to the non-exclusive jurisdiction of the Courts of the Republic of Singapore.