Last Updated: 07 Feb 2024
These Terms of Engagement (“the Terms”) are incorporated by reference into the Quotation issued by Honeycombers to you (“You” “Your” or “the Client”). By signing the Quotation (including any subsequent revisions), you are deemed to have accepted the Terms, which together with the Quotation constitute your engagement with Honeycombers under the Agreement.
Unless otherwise specified, Honeycombers Quotations are valid for 30 days from the date of issue.
We may change or amend the Terms at any time. Any changes to the Terms will be effective from when they are notified to you in writing, unless otherwise stated. If you continue to engage Honeycombers under the Agreement after the effective date of any updates to the Terms, you therefore agree to comply with all such changes and the updated Terms.
In accordance with the Terms, Honeycombers agrees to provide the Services (as defined below and set out in the applicable Schedules) to the Client in exchange for payment of the Fee (as defined below).
1. Definitions and Interpretation
1.1 In these Terms, the following words and terms shall have the following meanings unless otherwise stated:
“Agreement” means the agreement for services between Honeycombers and the Client which include the signed Quotation and the Terms.
“Business Day” means any day other than a Sunday or public holiday in Singapore, Indonesia or Hong Kong, which shall follow the jurisdiction of incorporation of the Honeycombers entity that issued the Quotation you signed.
“Client” means the individual or entity which has entered into this Agreement to engage the Services of Honeycombers.
“Fees” means all fees, sponsorships and / or charges payable for the execution of Honeycombers work.
“Honeycombers, We or Us” means Honeycombers Hong Kong Limited, PT Honeycombers Indonesia Group or Honeycombers Pte Ltd, whichever entity has issued the Quotation you signed, and includes its employees, servants, agents, consultants or any other of its authorised representatives, as the case may be.
“PDPA” means the Singapore Personal Data Protection Act 2012 (Act 26 of 2012) and all subsidiary legislation and guidelines issued pursuant thereto, where the Quotation you signed was with Honeycombers Pte Ltd.
“PDPL” means Law No. 27 of 2022 regarding Personal Data Protection (Undang-Undang Republik Indonesia Nomor 27 Tahun 2022 Tentang Pelindungan Data Pribadi) and all subsidiary legislation and guidelines issued pursuant thereto, where the Quotation you signed was with PT Honeycombers Indonesia Group.
“PDPO” means the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486) and all subsidiary legislation and guidelines issued pursuant thereto, where the Quotation you signed was with Honeycombers Hong Kong Limited.
“Party” means a party to this Agreement and “Parties” has a corresponding meaning.
“Personal Data” shall have the same meaning as set out in the PDPA, PDPL (or Data Pribadi, as the case may be) or PDPO, as applicable to your Quotation (which shall follow the jurisdiction of incorporation of the Honeycombers entity that issued the Quotation you signed).
“Quotation” means the written quotation issued to you by any of PT Honeycombers Indonesia Group, Honeycombers Hong Kong Limited or Honeycombers Pte Ltd (whichever is applicable).
“Scope of Work” means the Services outlined in the Quotation.
“Service” means any service provided by Honeycombers, to be provided pursuant to the terms of the Agreement (including the applicable Schedules).
“Terms” means these Terms of Engagement which are incorporated by reference into the Quotation signed between Honeycombers and you.
“You” means the Client and includes any servant, agent, employee or consultant of the Client as the case may be and “Your” has a corresponding meaning.
“Website” means the internet website/websites or micro-site developed, designed and/or hosted by Honeycombers for the Client for the duration specified in the Agreement.
1.2.1 Unless the context otherwise requires or permits, references to a singular number or entity shall include references to the plural number or entity and vice versa; and words denoting any gender shall include all genders. The reference to a ‘person’ in this Agreement includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state (in each case, whether or not having separate legal personality).
1.2.2 The headings to these Terms are to facilitate reference and shall not affect or influence in any way the construction of any of the Terms.
2.1 The Services which Honeycombers shall provide upon the Parties entering into the Agreement shall be specified in the Quotation and are subject to the terms and conditions of the Agreement, including the applicable Schedules.
2.2 The Services will be delivered by a suitably qualified Honeycombers representative in accordance with the Quotation.
3.1 The term of the Agreement shall commence on the start date specified in the Quotation (or if not specified, the date on which the Quotation is signed by both parties) and shall continue thereafter until specified in the Quotation, or if not specified, the notice expiry date in a termination notice provided by either party in accordance with the Agreement (the “Term”).
3.2 The Term may be extended or amended only by written approval from all Parties.
4. Payment Terms
4.1 The Client shall pay the Fee specified in the Quotation in advance and in accordance with the terms of the Agreement, in return for Honeycombers providing the Services. Any changes to the Fee and / or the Services must be by mutual written agreement of Honeycombers and the Client.
4.2 The Client shall pay Honeycombers interest on any amount due and payable to Honeycombers calculated at the rate of 2% per month from the date when that amount becomes due and payable until full payment thereof is made (whether before or after judgement), unless otherwise agreed in writing. Each time interest is raised, an administration fee of S$50 (or the equivalent in any other currency in which the Quotation was issued) will also be applied.
4.3 In the event that payment is not recovered, Honeycombers reserves the right to remove or eliminate any works that have been executed and/or Published. Honeycombers reserve the right to employ the services of a debt collection agency or pursue legal means to recover any monies owed. The Client will be liable for all costs incurred in collecting the outstanding account.
4.4 Honeycombers retains ownership of its own files and the contents thereof and is entitled to retain all documents and personal property in its possession provided by the Client and in relation to the Services until the matter is completed and all the invoices for Fees are paid in full.
4.5 Honeycombers’ Fees for Services are quoted exclusive of GST. Honeycombers is entitled to charge GST (if applicable) against all of its goods and services. All payments to Honeycombers by the Client or its Agency shall be made without set-off, counterclaim or deduction of any kind.
5. Indemnity and Limitation of Liability
5.1 The Client agrees to indemnify and hold Honeycombers and each of its subsidiaries, affiliates, officers, representatives, employees, and agents, harmless from any and all liabilities, claims, damages and expenses, including legal fees, arising out of or relating to (i) the Client’s breach of this Agreement, (ii) any violation by the Client of law or the rights of any third party including as it relates to the Website, (iii) any materials, information, works and/or other content of whatever nature or media that the Client may post or share on or through the Website or provide to Honeycombers for such purposes, (iv) the Client’s use of the Website or any Services that Honeycombers may provide (including, but not limited to, through the Website), and (v) the Client’s conduct in connection with the Website or the Services or with other users of the Website or the Services.
5.2 In no event shall Honeycombers be liable to the Client whether in contract, tort (including negligence), or otherwise for any sum exceeding the Fee paid by the Client in respect of the Agreement or for any indirect, incidental or consequential damages (including loss of sales and profits, lost data, business interruption or solicitors’ fees) arising out of or in relation to the Agreement, even if notified in advance of such possible damages.
5.3 Honeycombers shall not be responsible for any taxes (including that relating to any sales derived by the Client from the Website such as local law charges, occupancy or equivalent taxes), except for taxes on its own income.
5.4 All claims against Honeycombers must be brought within one year after the cause of action arises and the Client waives any statute of limitations which might apply by operation of law or otherwise.
5.5 Honeycombers reserves the right, in its sole discretion, to the extent permissible under relevant law to temporarily or permanently modify, suspend, or terminate the Website and/or any portion thereof, including any Service available through the Website, and/or the Client’s use of the Website, or any portion thereof. In the event of termination of the Website, the Client will still be bound by its obligations under the Agreement without exclusion. Honeycombers shall not be liable to the Client or any third party for any termination of any party’s access to the Website.
5.6 Honeycombers shall not be responsible for any failures caused by server errors, misdirected or redirected transmissions, failed internet connections, interruptions in the transmission or receipt of reservations, or any computer virus or other technical defect, whether human or technical in nature.
5.7 Honeycombers will not be liable in respect of any business losses, including (without limitation) loss of or damages relating to revenue, profits, income, use, production, anticipated earnings or savings, contracts, commercial or business opportunities, or goodwill arising from any presence on the Website and / or as part of the Services provided.
5.8 Honeycombers reserves the right to assume the exclusive defence of any claim for which it is entitled to indemnification under this clause. In such an event, the Client shall provide Honeycombers with such cooperation as it may reasonably request. If limitation of or exemption from the aforementioned liability may not be permitted pursuant to the relevant applicable laws, Honeycombers’ liability shall be limited to the extent set forth in the relevant laws.
6.1 Honeycombers and the Client acknowledge that during the Term, information of a confidential nature may be disclosed between the parties. Such information including ideas, know-how, business practices, concepts and techniques, plans, trade secrets and confidential and/or proprietary information, shall be considered confidential information (“Confidential Information”).
6.2 Neither Party has the right to disclose the Confidential Information of the Website and / or the Services (each as may be applicable), in whole or in part, to any third party, and neither Party will make use of the Confidential Information of the Website and / or the Services (each as may be applicable) for its own or a third party’s benefit or in any way use such Confidential Information than for the purposes of performance of the Agreement without the prior written consent of the disclosing Party.
6.3 Each Party agrees to take all reasonable steps to protect the Confidential Information from unauthorised use and/or disclosure. The Parties agree not to copy in whole or in part, any Confidential Information nor modify the same in any way without prior written consent from the disclosing Party.
6.4 Neither Party will be liable to the other Party for the disclosure of Confidential Information if, as shown by clear and convincing evidence, the Confidential Information: (a) is generally known to the public at the time of disclosure by the disclosing Party; or (b) becomes generally known to the public through no fault of the receiving Party; or (c) was lawfully in the possession of the receiving Party prior to signing this Agreement; or (d) is subject to applicable laws or a valid court order requiring disclosure of such Confidential Information.
6.5 In respect of the Agreement, the Parties agree that in relation to any information, whether confidential or not that is shared between the Parties, that they shall be individually responsible to comply with any and all relevant data protection laws and legislation including the PDPA, PDPL or PDPO (as the case may be, based on the relevant Honeycombers party which issued the Quotation).
6.6 Any information or data that is provided by a Party pursuant to this Agreement, including Confidential Information, will be maintained by the receiving Party and stored, accessed and processed in accordance with recognised data protection legislation including the PDPA, PDPL or PDPO (as the case may be, based on the relevant Honeycombers party which issued the Quotation).
6.7 Each party agrees to take appropriate steps to keep all information safe and secure and to protect against loss and destruction including accidental, and any unlawful or unauthorised processing.
7.1 Honeycombers may terminate the Agreement at any time by giving the Client not less than thirty (30) days’ advance written notice thereof.
7.2 Honeycombers may terminate the Agreement if:
A. The Client does not comply with the Agreement and has not remedied such breach within ten (10) days of receiving notice from Honeycombers;
B. Honeycombers in its sole discretion determines that mutual confidence and trust do not exist between Honeycombers and the Client;
C. The Client requires Honeycombers to act in an unethical or unlawful manner;
D. The Client has been unresponsive to requests for information to enable Honeycombers to perform the Services under the Agreement; or
E. Six (6) months have passed since the date of the Quotation being accepted, and the Client has not confirmed the booking schedule or signed off on the work delivered by Honeycombers as part of the Scope of Work, or in the case a rescheduled Scope of Work subject to the terms of Schedule 1 (Advertising Campaigns), 12 months have passed since Honeycombers agreed to reschedule such Scope of Work.
Honeycombers shall be entitled to bring a claim for all fees due and payable at the time of such termination.
7.3 Either party shall be entitled to terminate the Agreement forthwith upon the occurrence of one or more of the events in relation to the other:
A. The other party enters into any composition or arrangement with its creditors or has a receiver appointed over any of its assets or is the subject of any resolution or petition for winding up or judicial management (other than for the purpose of amalgamation or reconstruction);
B. the other party ceases or threatens to cease carrying on business; or
C. the other party fails to pay any sum due under the Agreement to the party seeking to terminate the Agreement after the expiry of thirty (30) days after notice requiring payment thereof has been served on the other party.
7.4 Any termination of the Agreement shall be without prejudice to any rights (whether accrued or otherwise) which either party may have against the other arising out of or connected with the Services.
8. Cancellation and Refunds
8.1 No cancellation of the Services is permitted.
A. In the event that the Services have been rendered, and the Client requests that the Service be withdrawn, the Fees shall nonetheless be payable.
B. In the event that the Client chooses not to continue with the fulfilment after acceptance of the Quotation but prior to the Services being commenced, a cancellation fee of 50% of the total Fee agreed in the Quotation is due and payable.
8.2 If for any reason, you are not completely satisfied with the Services, please contact us through Honeycombers’ registered address so that we can resolve any problems: [email protected].
8.3 Honeycombers does not provide refunds or returns for the Services provided. Any credits provided by Honeycombers shall be credited to the account to be taken up against future work.
9.1 All notices which are required to be given under the Agreement shall be in writing and shall be sent to the address of the recipient set out in the Quotation or such other address as the recipient may designate by notice given in accordance with this clause. Any notice may be delivered by hand or by prepaid letter or email. Any such notice shall be deemed to have been served when delivered (if delivered by hand) or 48 hours after posting (except by prepaid letter) or on transmission by the sender (if sent by email).
9.2 In proving service it shall be sufficient to prove that personal delivery was made, or that such notice, demand or other communication was properly addressed, stamped or posted or in the case of an electronic message (email) that an activity or other report from Honeycombers’s email address can be produced in respect of the notice, demand or other communication showing the recipient’s email address and the message transmitted.
10. Force Majeure
10.1 Honeycombers shall not be liable to the Client for any delay or default in performance of its obligations under this Agreement caused by any event or occurrence beyond Honeycombers’ reasonable control including but not limited to acts of God, pandemics, epidemics, natural disasters, war, civil unrests, interruptions in transmission lines or equipment, breakdown of computer and/or telecommunication systems, labour disputes, delay in obtaining governmental or quasi governmental approvals, consents, permits, licences, authorities or allocations, and any other case, whether of the kind specifically enumerated above or otherwise which is not reasonably within the control of the parties affected.
10.2 Notwithstanding any statements which may be made by Honeycombers or any of its employees or agents to the contrary, Honeycombers makes no representation or warranty that:
A. any of its firmware, bios, data, computer hardware or software, computer systems, printing systems, communication systems or other systems, or its operations or services as a whole or any part thereof; or
B. any firmware, bios, data, computer hardware or software, computer systems, printing systems, communication systems or other systems whether provided, supplied or licensed by or to Honeycombers, its agents or subcontractors,
will continue to function without error or interruption, and any implied warranties to such effect are hereby excluded to the fullest extent permitted by law.
10.3 Under no circumstances will Honeycombers be liable for any loss or damage suffered by the Client as a result of such force majeure.
11. Entire Agreement
11.1 The Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes and cancels any prior oral or written agreements, representations, understanding, arrangement, communication or expression of intent relating to the subject matter of the Agreement.
12.1 The Client shall not, without the written consent of Honeycombers, assign, mortgage, charge, or dispose of any of its rights, sublicense or sub-contract or otherwise delegate any of its obligations, under the Agreement.
13.1 The Agreement may not be varied except in writing and with the consent of both Parties save as provided for in the Agreement. Honeycombers may send the Client written notice of a variation of this Engagement including any proposed increase in hourly rates and the Client’s continued instruction of Honeycombers after the date of receipt of that notice shall constitute the Client’s acceptance of that variation.
14. Governing Law
14.1 For the Quotations issued by Honeycombers Hong Kong Limited, the Agreement shall be governed by and construed in accordance with Hong Kong law. Such parties to the Agreement submit to the exclusive jurisdiction of the Courts of Hong Kong. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any term of the Agreement, except and to the extent (if any) that the Agreement expressly provides for such Act to apply to any of the terms. Such parties to the Agreement may by agreement rescind or vary this Agreement or any terms herein without the consent of the third parties referred to in the Agreement.
14.2 For the Quotations issued by PT Honeycombers Indonesia Group, the Agreement shall be governed by and construed in accordance with Indonesian law. Such parties to this Agreement submit to the exclusive jurisdiction of the Courts of Denpasar, Bali. A person who is not a party to this Agreement has no right under any applicable Contracts (Rights of Third Parties) laws or equivalent in Indonesia to enforce any term of the Agreement, except and to the extent (if any) that this Agreement expressly provides for such Act to apply to any of the terms. Such parties to this Agreement may by agreement rescind or vary the Agreement or any terms herein without the consent of the third parties referred to in the Agreement.
14.3 For the Quotations issued by Honeycombers Pte Ltd, the Agreement shall be governed by and construed in accordance with Singapore law. Such parties to this Agreement submit to the exclusive jurisdiction of the Courts of Singapore. A person who is not a party to this Agreement has no right under the applicable Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any term of the Agreement, except and to the extent (if any) that this Agreement expressly provides for such Act to apply to any of the terms. Such parties to this Agreement may by agreement rescind or vary the Agreement or any terms herein without the consent of the third parties referred to in the Agreement.
14.4 A failure by either party hereto to exercise or enforce any rights conferred upon it in this Agreement shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
15. Intellectual Property
15.1 Honeycombers retain all rights over the use or reproduction of the intellectual property developed in this agreement until all invoices are paid in full, or otherwise agreed in writing by Honeycombers. Except for the ongoing, personal and non-transferable right to use the deliverables resulting from the Services provided under the Agreement, the Client shall not obtain or be granted any intellectual property rights to any deliverable or material supplied by Honeycombers. The Client shall not take any action by way of copying, disseminating, transmitting, accessing, or use of any system that may infringe or may be inconsistent with the intellectual property rights of Honeycombers or its licensors.
For the purpose of this clause, “intellectual property” rights means without limitation, copyright, patent rights, design rights or trade secrets in connection with the deliverables and their source code, or any source code, scripts or interfaces supplied by Honeycombers and any methodologies or process involved in the performance of this assignment or any deliverable or materials provided by Honeycombers.
15.2 The Client is not permitted to sell or otherwise distribute the applications Honeycombers develops for the Client nor individual components without written authorisation from a Director of Honeycombers.
The Client acknowledges that Honeycombers owns copyright in all documents prepared by Honeycombers and that those documents must not be reproduced, published, copied, distributed or altered in any way without Honeycombers’ prior written permission.
16.1 If a clause (or in the case of a Schedule, a section) or part of a clause (or in the case of a Schedule, a section) can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause (or in the case of a Schedule, a section) or part of a clause (or in the case of a Schedule, a section) relating to service of documents, security or indemnity is illegal, unenforceable or invalid, that clause (or in the case of a Schedule, a section) or part is to be treated as removed from the scope of Services, but the rest of the agreed Services are not affected.
SCHEDULE 1: ADVERTISEMENT CAMPAIGNS
“Advertisement” means anything that promotes and/or provides information or news about a Client’s product, service, event, business, company, person, idea, concept, job vacancy, contest etc., and includes but is not limited to announcements, notices, text, pictures, graphics, online directory listings, including any SEM, Banner, EDM and/or mobile directory listings, WAP sponsored keyword search results, and/or mobile direct mailers, audio broadcasts, audiovisuals, movies and other forms of representations or media containing such promotion, information or news.
“Advertising Fees” means all fees and charges payable for the Publication of Advertisements or developing, designing and/or hosting of Website, net of withholding tax and all other taxes, charges and levies of a similar nature.
“Advertising Media” means the platform on which Advertisements are displayed, Published, broadcast or disseminated and shall include Print, Online, Mobile and/or such media as may be stated in the Quotation.
“Agency” means the Agency of the Client and/or such other person appointed by the Client in addition thereto or in place thereof in accordance with the terms of the Agreement and specified in the Quotation or in writing from time to time.
“Amendment” means any proposed amendment or revision of any Scope of Work as agreed to Advertisement or Materials submitted to Honeycombers for Publication or developing, designing and/or hosting of Websites.
“Banner” means online or mobile banner advertisements.
“Copy Deadline” in relation to any Advertisement or Amendment means the time stipulated in the Copy Deadline Notice current or applicable at the time when that Advertisement or Amendment is submitted to Honeycombers as the time by which a copy of that Advertisement or of that Amendment must be submitted to Honeycombers.
“Copy Deadline Notice” in relation to any Advertisement or Amendment means the notice of Honeycombers to the Client or its Agency specifying the time by which a copy thereof must be submitted to Honeycombers for the purpose of Publication or developing, designing and/or hosting of Website.
“EDM” means electronic direct mailers.
“Management Fees” shall have the meaning in section 5.1 of this Schedule 1.
“Materials” means all designs, artwork, photographs, negatives, drawing, chart, graph, audio/audiovisual recording, graphics, user interface, ‘look-and-feel’, programming code, scripts, CGI applications, PHP scripts and software and other materials and supplies provided for or relating to the Publication of any Advertisement or Amendment or developing, designing and/or hosting of Website.
“Mobile” means online websites and other internet technologies owned or operated by Honeycombers and available on mobile.
“Online” means online websites and other internet technologies owned or operated by Honeycombers.
“Print” means newspapers, supplements, magazines and printed materials published by Honeycombers.
“Publication” or “Publish” shall include the display, publication, broadcast and dissemination of Advertisements.
“SEM” means search engine marketing.
“Specified Rate” means Honeycombers’ rate for the Publication of Advertisements.
“Third Party Advertisement Server” means a third party with expertise in managing, serving, tracking and reporting online display advertising.
“WAP” means wireless application protocol.
1.1 The Agency, if one is appointed, shall act as the Client’s agent:
A. with respect to all matters regarding the Advertisements, including but not limited to the content, size and all other specifications thereof, the date for first Publication, the submission of the Materials, Amendments and the Advertising Fees; and
B. for the receipt of notices and other communications from Honeycombers and the instructions, directions or agreement of the Agency shall constitute the instructions, directions or agreement of the Client.
1.2 The Client shall ratify all statements or actions of the Agency in relation to the Agreement and the Advertisements.
1.3 The Client shall immediately inform Honeycombers in writing in the event that the Client has terminated the services of the Agency, failing which Honeycombers shall continue to treat the Agency as the agent of the Client.
1.4 In the event that Honeycombers received contradictory or inconsistent requests, instructions or notices with respect to any matter from the Client and the Agency or from more than one Agency purporting to act on behalf of the Client, Honeycombers shall be entitled to act on any of those requests, instructions, or notices to the exclusion of the others and/or to deal only with the Client or any one of the Agencies.
1.5 In the event that the Client engages an Agency, Honeycombers will liaise directly with the Agency for all matters in relation to the Scope of Work and the Advertisements and invoice the Agency for the Advertising Fees, and all references in this Agreement to the Client shall, where the context requires, apply to the Agency and vice versa. In the event that the Client does not engage any Agency, all references to Agency in these Terms shall be disregarded.
2. Terms of Service
2.1 All Materials or any Amendments thereto shall be submitted to Honeycombers by the Copy Deadline relating thereto failing which the date for first Publication of the Advertisement would be postponed correspondingly and Honeycombers shall not be liable to the Client or its Agency for such delay.
2.2 Honeycombers shall be entitled to treat all Materials submitted by the Client or its Agency as the correct representation of the Advertisement. The Client or its Agency shall ensure that all Materials are in compliance with the specifications set out in the Honeycombers rate card, or such other specifications as Honeycombers may determine from time to time
2.3 In the event that any Amendments are not received by Honeycombers by the Copy Deadline, Honeycombers shall be entitled but not obliged to use the Materials previously submitted, if any.
2.4 If at any time (whether before or after first Publication of any Advertisement or Amendment or developing, designing and/or hosting of Website) in the opinion of Honeycombers:
- the Publication of any Advertisement and/or Amendment or the developing, designing and/or hosting of Website would by reason of any of the contents thereof (including any design, photograph, text or statement therein):
– infringe the intellectual property or other rights of any person; or
– constitute a libel of any person; or
– offend public standards of morality or decency; or
– offend racial or religious sensitivities; or
– violate any code, regulation, directive or law in any country or jurisdiction in which the same would be Published; or
– be contrary to any policies of Honeycombers or contracts entered into between Honeycombers and third parties; or
– will or is likely to cause Honeycombers or any of its related entities, affiliates and/or subsidiaries to be in breach or potential breach of the PDPO; or
- any consent or approval required to be obtained for the Publication of any Advertisement or Amendment, the developing, designing and/or hosting of the Website or the use of any Material in any Advertisement and/or Amendment or Website has not been obtained,
Honeycombers shall be entitled, at its absolute discretion, to:
(a) refuse to accept any copy of any Advertisement and/or Amendment;
(b) decline to Publish or cease the Publication of that Advertisement and/or Amendment, or to develop, design and/or host the Website; or
(c) require that the Client or its Agency makes such revision or modification to the form and/or content of that Advertisement or Amendment or Website by a deadline specified by Honeycombers;
(d) edit, revise, rearrange, amend or modify the form and/or content of the Advertisement and/or Amendment or Website on its own accord and in such manner as it considers appropriate before it Publishes the Advertisement and/or Amendment or develops, designs and hosts the Website, and all costs incurred by Honeycombers in this regard shall be borne by the Client or its Agency.
2.5 In any case where Honeycombers declines to Publish or ceases to Publish any Advertisement or Amendment and/or to develop, design and/or host a Website by reason of Condition 3.4(a) or (b), or the Client or its Agency fails to make revision or modification to the form and/or content of that Advertisement and/or Amendment and/or Website to the satisfaction of Honeycombers within the deadline specified by Honeycombers, Honeycombers shall not be (a) liable to the Client or its Agency for any damages and/or loss suffered by the Client or its Agency or (b) required to refund the Client or its Agency for any payments already made by the Client or its Agency.
2.6 In the event that any claim or allegation is made by any person that any Advertisement or Amendment or Website is defamatory of or infringes in any way any right of that person or any other person, Honeycombers shall be entitled to cease or suspend further Publication of such Advertisement or Amendment or developing, designing and/or hosting of Website forthwith and/or Honeycombers may, at its own discretion, seek to Publish an apology or retraction in such form and terms as it considers appropriate and/or enter into any compromise or settlement agreement with such person without (a) any further reference or authority from the Client or its Agency; (b) further investigation or inquiry into the validity or merits of such claims; (c) incurring any liability to the Client or its Agency; and (d) without affecting the Client’s or its Agency’s other obligations in the Agreement. The Client or its Agency shall not in such case make any claim whatsoever against Honeycombers with respect to any such decision to cease or suspend developing, designing and/or hosting of the Website, Publication, apology, retraction, compromise or settlement, and shall procure that the person whose business, activities, products or services are advertised or promoted by Publication of the Advertisement refrain from making any such claim against Honeycombers.
2.7 Honeycombers shall be entitled to revise and amend from time to time the contents of any Copy Deadline Notice by giving notice thereof to the Client or its Agency.
2.8 Unless otherwise expressly specified in the Agreement, Honeycombers makes no guarantees with respect to usage statistics or levels of impressions, page views, click-throughs or other similar statistics whatsoever (collectively the “Statistics”) for any Advertisement. The Client or its Agency acknowledges that the Statistics provided by Honeycombers are the definitive measurements of Honeycombers’s performance on any delivery obligations provided in this Agreement. No other measurements or usage statistics (including those of the Client or its Agency or a third party ad server) shall be accepted by Honeycombers. The Client or its Agency further acknowledges that all Statistics provided by Honeycombers are purely estimates and should not be relied on by the Client or its Agency. Accordingly, Honeycombers makes no representation or warranty with respect to such Statistics whatsoever or with respect to its accuracy.
2.9 Honeycombers shall not be required to provide the Client or its Agency with any proof of Publication of any Advertisement(s).
3. Payment for Advertisement Campaigns
3.1 All Advertising Fees due from the Client or its Agency to Honeycombers under this Agreement shall be paid by the Client or its Agency as stated in the invoice of Honeycombers by such means and on such dates as shall be specified by Honeycombers.
3.2 Prepayment of the Advertising Fees shall be required unless Honeycombers otherwise agreed in writing.
3.3 Honeycombers reserves the right to invoice for payment of any part of an agreed Scope of Work which has been completed.
3.4 Honeycombers shall be entitled to apply, in any order it chooses and with respect to any sum stated in any statement due to Honeycombers as selected by Honeycombers, any payment received from or for the account or on behalf of the Client or its Agency notwithstanding any specific application to the contrary by the Client or its Agency or the person making such payment.
3.5 Notwithstanding anything to the contrary, if any sum due remains unpaid after the expiry of the payment period provided in applicable invoice or this Agreement is terminated for any reason, all sums due to Honeycombers from the Client or its Agency in any statement of Honeycombers (whether issued before or after the expiry of that period) shall become immediately due and payable by the Client or its Agency to Honeycombers as from the date of such statement or upon termination, whichever is earlier.
3.6 The Client or its Agency undertakes to verify the entries and amounts stated in each statement of account or invoice received from Honeycombers and to notify Honeycombers in writing within thirty (30) days from the receipt thereof from Honeycombers of all discrepancies, inaccuracies, errors and omissions with respect to any entry or amount therein. Each such statement shall constitute conclusive evidence as against the Client or its Agency without further proof that all the entries and amounts stated therein are true, correct and accurate except to the extent of the discrepancies, inaccuracies, errors and omissions so notified to Honeycombers within the said period of thirty (30) days.
3.7 In the event that advertisement spaces selected by the Client or its Agency are not immediately available, the Client or its Agency agrees that the Publication of the Advertisement shall be deferred until such time as the selected advertisement space becomes available provided always that Honeycombers shall be entitled to set and revise and amend from time to time the Specified Rates with respect to the selected positions as of the date of first Publication of the Advertisement by giving notice thereof to the Client or its Agency.
3.8 All charges of Honeycombers for the Publication of Advertisements or any other services or materials (including the Materials) shall be exclusive of taxes, including goods and services tax (if applicable), which shall be borne and paid for by the Client or its Agency. All payments to Honeycombers by the Client or its Agency shall be made without set-off, counterclaim or deduction of any kind.
3.9 All withholding tax and other taxes, charges and levies of a similar nature imposed under any applicable laws, regulations, orders, guidelines or direction of any competent authority arising from the payment of Advertising Fees, charges and interests by the Client or its Agency shall be borne and settled with the relevant authority on a timely basis by the Client or its Agency. The Client undertakes that it is primarily responsible for the timely filing of all tax returns and accompanying documents (including, without limitation, any certificate of residence) with the relevant authority as required by any applicable laws, regulations, orders, guidelines or directions of any competent authority.
3.10 The Client shall indemnify and hold harmless Honeycombers from and against all taxes, charges, levies, fines, penalties, costs, expenses, fees, losses and liabilities incurred by Honeycombers, its directors, employees or any of its subsidiaries caused by or arising from the non-compliance or breach by the Client and / or its Agency of any applicable laws, regulations, orders, guidelines or any terms of the Agreement.
3.11 Honeycombers reserves the right to introduce an electronic quoting, contracting and billing system, and the Client or its Agency agrees to abide by all terms and procedures applicable to the use of such system, as notified by Honeycombers.
4. Management Fee
4.1 For SEM, a management fee as determined by Honeycombers (the “Management Fee”) shall be borne and paid for by the Client or its Agency. These Management Fees shall be payable in addition to the Client’s actual campaign budget spent and be subject to the terms of payment set out in Section 6. Honeycombers reserves the right to change the amount it charges for its Management Fees at any time. Management Fees are not refundable.
4.2 The Client or its Agency shall inform Honeycombers of the commencement date of the SEM campaign (“SEM Commencement Date”) failing which Honeycombers shall be entitled to invoice the Client or its Agency the Management Fee in full. Honeycombers shall further have the option to cancel the previous Scope of Work and use the Fees for a new SEM campaign under a separate or revised Scope of Work (whichever is applicable) which shall include an additional Management Fee.
4.3 The SEM Commencement Date shall be no later than one (1) month after the date of the Agreement, unless otherwise agreed in writing.
4.4 The provisions of Clause 4 (Payment Terms) of the Agreement shall apply mutatis mutandis to this Section 5.
5. Cancellation of Publication
5.1 No cancellation of any Scope of Work or Publication of Advertisement is permitted.
A. In the event that the Client or its Agency requests that the Advertisements be withdrawn from Publication, the full Advertising Fees shall nonetheless be payable.
B. In the event that the Client or its Agency chooses not to continue with the fulfilment after acceptance of the Scope of Work specified in the relevant Quotation, the Client or its Agency will be required to pay a cancellation fee of 50% of the applicable Scope of Work in the Quotation.
5.2 The Client or its Agency may seek to repurpose the Advertising Fee by request in writing, and only if Honeycombers agrees to this request. Honeycombers reserve the right to reject the Client’s or its Agency’s request on a case-by-case basis.
6. Rescheduling and Repositioning
6.1 Advertisements may be displayed in random rotation. The Client or its Agency agree that advertising spaces on which the Client’s Advertisements are displayed may display advertisements from other agencies/advertisers by rotation.
6.2 Displays of Advertisements are subject to space availability. In the event that any selected space is not available, Honeycombers reserves the right to reschedule the date of first Publication of any Advertisement to the next available date.
6.3 The Client or its Agency may reschedule the commencement of any Scope of Work once, provided that:
A. written approval thereof is given to Honeycombers (at its sole and absolute discretion) not less than seven (7) Business Days before the original scheduled date; and
B. the rescheduled date shall not extend beyond forty-five (45) Business Days from the original scheduled date.
Any rescheduled work must commence within 12 months of the date Honeycombers confirms the rescheduled Scope of Work, otherwise the Client’s payments under the original Scope of Work will be treated as forfeited (and any amounts owing will immediately become due and payable) and Honeycombers shall be entitled to terminate this Agreement.
In the event that the Client or its Agency is unable to meet any of the conditions above, Honeycombers may (at its sole discretion) consider the Client’s or its Agency’s request subject to such other terms which Honeycombers may impose on the Client.
6.4 Notwithstanding acceptance of any rescheduling request by Honeycombers, Honeycombers shall be entitled to postpone or reschedule the Publication of such Advertisement without affecting the obligation of the Client to pay for the Publication of the Advertisement and Honeycombers shall not be liable to the Client or its Agency for any liability, damages, losses, costs or expense incurred by the Client or its Agency arising from or in connection with such postponement or rescheduling of the Publication of any Advertisement.
6.5 In the event that the Advertisement positions are adjusted or changed whether in terms of size, configuration or otherwise, Honeycombers reserves the right to reposition any Advertisements provided that the value of the position allocated by Honeycombers is equivalent to the Advertising Fees.
6.6.1 Advertisements which are disseminated by Honeycombers through EDMs will be sent to email addresses in Honeycombers’s database, unless otherwise agreed between Honeycombers and the Client or its Agency. The Client or its Agency agrees that Honeycombers shall be under no obligation to provide the Client or its Agency with such email addresses and other details of persons and/or companies to which the Advertisements are sent.
6.6.2 Advertisements disseminated by Honeycombers through EDMs or other Advertising Media may be sent to email addresses or mobile numbers or other personal data provided by the Client or its Agency, and the parties agree that:
A. nothing herein shall require Honeycombers to perform any of its obligations in a manner which contravenes the requirements of the PDPO (in the case of the Quotations issued by Honeycombers Hong Kong Limited), PDPA (in the case of the Quotations issued by Honeycombers Pte Ltd or PDPL (in the case of the Quotations issued by PT Honeycombers Indonesia Group); and
The Services and all content, information, materials, services and functions contained therein are provided “as is” and “as available”. No warranty of any kind, implied, express or statutory, including but not limited to any warranties of title, non-infringement of third party rights, merchantability, satisfactory quality, fitness for a particular purpose and freedom from virus, is given in conjunction with the Services or any information and materials provided through the same, except as required under the applicable law. In particular, Honeycombers does not warrant that any Service will be uninterrupted or free from defect, error, omission, or any virus or that any identified defect, error or omission will be corrected or virus removed. Honeycombers may, at its sole discretion, grant a pro rata refund of the Fees or Publish the Advertisement at another time.
7. Client’s Warranties and Undertakings
7.1 In relation to every copy of any Advertisement or Amendment submitted to Honeycombers, the Client shall be deemed to have represented and warranted to Honeycombers as follows:
A. that it has been duly authorised by all the persons whose business, activities, products or services are the subject of the Advertisement or Amendment to submit the same to Honeycombers for Publication;
B. if an Agency has been appointed and is involved in the Advertisements for the Client, that the Agency has been duly authorised by the Client and all the persons whose business, activities, products or services are the subject of the Advertisement or Amendment to submit the same to Honeycombers for Publication, and have authority to act on the Client’s behalf;
C. that all the necessary licences, consents, permissions and other approvals from all authorities and persons (including all proprietors and licensees of the intellectual property therein) have been obtained to use and Publish the Advertisement or Amendment;
D. that all designs, photographs and materials delivered to Honeycombers for the Publication of any Advertisement are the property of the Client or its Agency or have been delivered with the consent of the owner thereof; and
E. that the Publication of that Advertisement and that Amendment would not:
(i) infringe any intellectual property or other rights of any person anywhere;
(ii) constitute defamation of any person anywhere; or
(iii) violate any code, regulation, directive or law in any country or jurisdiction where applicable.
8. Advertisement Indemnity
8.1 Notwithstanding Clause 5 (Indemnity and Limitation of Liability) of the Agreement, the Client and its Agency shall at all times indemnify Honeycombers, its directors, employees and all its subsidiaries fully from and in respect of any and all liabilities, losses and expenses incurred by Honeycombers, its directors, employees or any of its subsidiaries, including caused by or arising from:
A. any breach of any of the obligations and warranties of the Client or its Agency under this Schedule; or
B. any claim, action or proceeding against Honeycombers, its directors, employees or any of its subsidiaries by any person:
a. for defamation or infringement of any rights of such person by reason of the Publication by Honeycombers of any Advertisement or any Amendment or of any retraction or apology of Honeycombers, the Client or its Agency with respect to any matter contained in any such Advertisement; or
b. to recover any amount with respect to the damage, destruction or loss of any Materials delivered to Honeycombers for the Publication of any Advertisement.
8.2 For the avoidance of doubt, all applicable Contracts (Rights of Third Parties) laws shall apply to this Section.
9.1 Honeycombers shall not in any circumstances assume the risk of loss, damage or destruction of any and all Materials delivered to Honeycombers or its servants or agents and shall have no liability whatsoever in respect of any such loss, damage or destruction.
9.2 Honeycombers shall be entitled to destroy any of the Materials which remain in the custody of Honeycombers, after more than one (1) month from the date of first Publication of the Advertisement for which such Materials were provided, unless Honeycombers shall have received from the Client or its Agency prior written instructions relating to their return or disposal.
9.3 All intellectual property rights in all Advertisements/Amendments or Materials created by Honeycombers under this Agreement belong to Honeycombers, including where such Advertisements/Amendments or Materials may use or include materials which are owned by the Client or its Agency (subject to Section 10.5 below).
9.4 The Client or its Agency may request for one revision of the Advertisement/Amendment or Materials after reviewing the initial submission by Honeycombers to the Client or its Agency. Any further rounds of revision or new items requested by the Client or its Agency shall be charged on a time and materials basis.
9.5 In respect of any intellectual property rights belonging/licensed to the Client or its Agency and contained in such Advertisements/Amendments or Materials, the Client or its Agency hereby:
A. grant to Honeycombers an irrevocable, perpetual and royalty-free licence; and
B. agree to obtain an irrevocable, perpetual and royalty-free licence at no charge of such intellectual property rights to enable Honeycombers to use and reproduce all such Advertisements/Amendments or Materials in whole or in part, and to resize, translate or in any other way modify the Advertisements/Amendments or Materials for:
C. Publication on any Advertising Media; and
D. Honeycombers’ marketing and promotional purposes.
10.1 Honeycombers shall own the Websites, graphics, user interface, screen designs and the overall ‘look and feel’ and all programming codes contained therein.
10.2 Honeycombers shall not be liable for any damages, losses, costs, claims and expenses incurred by the Client or its Agency due to virus, malfunction, interruption, unavailability, maintenance, suspension and downtime occurring on the Website or any part of it. Honeycombers shall have the right to suspend the Website or the services thereat at any time and for any reason, with or without notice, but if such suspension lasts or is to last for more than seven (7) days the Client or its Agency will be notified of the reason.
10.3 Honeycombers shall be entitled to use all information contained in the Website including but not limited to the Client’s or its Agency’s information and content submitted by the Client or its Agency for:
A. responding to the Client’s or its Agency’s requests and queries;
B. providing goods and services to the Client or its Agency;
C. verifying and Processing the Client’s or its Agency’s personal data;
D. communicating with the Client or its Agency;
E. enforcing Honeycombers’s contractual and legal rights and obligations;
F. marketing research, user profile and statistical analysis;
G. sending the Client or its Agency information, promotions, updates and marketing and advertising materials in relation to Honeycombers’s goods and services and those of third party organisations;
H. complying with law, the requests of law enforcement and regulatory officials, or orders of court; and
I. any other purpose for which Honeycombers has obtained the Client’s or its Agency’s consent.
11. Third Party Advertisement Server
11.1 In the event that the Client or its Agency utilises a Third Party Advertisement Server to host any Advertisement, the Client or its Agency shall ensure:
A. that the Advertisement must be available on such Third Party Advertisement Server at least 24 hours before commencement of the advertising campaign and remain on such Third Party Advertisement Server until at least 24 hours after the end of such campaign; and
B. that such Third Party Advertisement Server shall reside in data centres located in Singapore, Hong Kong or Indonesia (where applicable) unless Honeycombers agrees otherwise in writing.
11.2 The Client or its shall supply details of the Third Party Advertisement Server to Honeycombers at least seven (7) working days prior to the commencement of the Advertising Campaign. The Client or its Agency shall not substitute the Third Party Advertisement Server without Honeycombers’ prior written consent.
11.3 Honeycombers and the Client or its Agency or Third Party Advertisement Server will track delivery of the Advertisements through their respective server(s). In the event that there are discrepancies in the activity reports and Honeycombers’s measurements are higher than that of the Client or its Agency or Third Party Advertisement Server (as the case may be), the Client or its Agency shall nevertheless effect payment of the full Advertising Fees provided that Honeycombers delivers an additional 10% of Advertisements. For the avoidance of doubt, such additional Advertisements shall be the Client’s or its Agency’s sole remedy in the event of discrepancies and Honeycombers’s activity reports shall be conclusive evidence of the Advertisements delivered.
11.4 No claim in relation to the non-performance or breach of obligations of Honeycombers in connection with any of the Services (including of non-publication or any errors or inaccuracies in the Publication), shall be brought against Honeycombers unless written notice of such claim, together with all relevant details as may be required by Honeycombers, has been given to Honeycombers on or prior to the date falling thirty (30) days after the date of first Publication of the Advertisement.
12. Agency’s Liability
12.1 The liability of the Agency to Honeycombers under this Agreement, Advertisement or Amendment made or submitted to Honeycombers by or on behalf or for the account of the Agency:
A. shall be as principal notwithstanding that the Agency acts or purports to act as agent for any person in respect thereof; and
B. shall not determine or be discharged notwithstanding any recourse or right which Honeycombers may have against the person for whose account the Advertisement or Amendment is made or submitted to Honeycombers.
12.2 The liability and obligations of the Agency under this Agreement shall be several and independent from the obligation(s) assumed by any principal or Advertiser to Honeycombers under any agreement between such principal or Advertiser with Honeycombers, whether with respect to Advertisements, the payment of any sums due to Honeycombers in respect of Advertisements or otherwise.
12.3 For the avoidance of doubt, all applicable Contracts (Rights of Third Parties) laws shall apply to this Section.
12.4 Any Agency seeking the benefit of this Schedule shall be deemed to have accepted and agreed to the provisions of this Agreement as a condition to obtaining any benefits under this Section as if such Agency was a party to and legally bound by the Agreement as if it was the Client.
SCHEDULE 2: EVENTS AND SPONSORSHIP
“Amendment” means for Events and Sponsorship Services, project timelines and any modifications that affect Event or project outcomes.
“Event” means any in-person or online event which is organised, managed and / or facilitated by Honeycombers on behalf of the Sponsor.
“Sponsor” means the Client providing the Sponsorship for the Event.
“Sponsorship Fee” means funding for the Event as agreed between Honeycombers and the Sponsor from time to time.
“Supplier” means the party appointed by Honeycombers to supply goods and / or services for an Event.
1. Liability Related to Third Parties
1.1 Honeycombers retains the right to choose the Supplier from a selection of suppliers, at its sole and absolute discretion (unless the Client’s prior written consent is required, as specified in the Agreement).
1.2 Honeycombers shall not be held liable for any damage suffered by the Client (directly or indirectly) as a result of negligence or willful misconduct by the Supplier or any third parties.
1.3 Honeycombers will not be liable for damages of any nature, property loss, injuries or death caused or suffered by an attendee, including (but not limited to) where an attendee did not follow instructions and / or safety guidelines instructed by Honeycombers or the Supplier.
1.4 If Honeycombers, with the Client’s prior approval (which shall not be unreasonably withheld), elects to engage another contractor to assist Honeycombers in specialist areas, then the Client accepts responsibility to make payment for all services rendered in relation to the Event directly to such other Contractor.
1.5 For entertainment or specialised presentations, Honeycombers may substitute an alternative performer or presenter if the Supplier specified is unable to provide the service.
1.6 Notwithstanding anything to the contrary, Honeycombers shall not be responsible for the execution of the Event by its Supplier(s), including (but not limited to) those parties engaged as specified in Sections 1.4 and 1.5 above.
2. Event Postponement, Cancellation and Alterations
2.1 In the event the Client cancels the Event, cancellation fees on the Event, including any expenses already incurred at the time of cancellation will be charged as follows:
Any time before 1 month prior to Event date = 50% of total Sponsorship Fee
Within 1 month prior to Event date = 70% of total Sponsorship Fee
Within 14 days prior to Event date = 100% of total Sponsorship Fee
2.2 All cancellations must be received in writing and the date of cancellation will be the date upon which such written cancellation is received by Honeycombers.
2.3 In the event that the Client wishes to make changes before or during the Event, providing that such changes are possible, the Client is liable for covering all additional costs in relation to the applicable changes. These costs are chargeable and will be payable immediately upon being agreed with Honeycombers.
2.4 If, due to circumstances beyond the control of Honeycombers, there are changes to the Event related to the general agreed arrangement, eg. if it becomes necessary to arrange an alternative venue of equal or higher standard, Honeycombers shall inform the Client of the changes as soon as possible. Honeycombers will use reasonable endeavours to source and provide a suitable alternative. Any costs related to the agreed alterations will be borne by the Client.
2.5 Cancellation charges will be waived if the Client agrees to reschedule the Event within three months of the original scheduled Event date prior to the durations specified in Section 2.1.
3. Non-solicitation of Personnel
3.1 During the period that Honeycombers provides services to the Client, the Client shall not directly or indirectly through any associated company employ or enter into any agreement with for the provision of services either as a consultant or independent contractor, or offer any position or employment to any Honeycombers employee, whether permanent or contracted.
3.2 The Client acknowledges that any breach of this provision will result in substantial damage to Honeycombers and the Client agrees that in the event of a breach of this Section, the Client will pay to Honeycombers by way of liquidated damages, and not as a penalty, a sum equal to the gross annual salary (or remuneration as otherwise determined in the case of contracted employees) for any employee at the rate of pay current at the time of breach.
4. Sponsorship Payment
4.1 Payment on Confirmation: The Event will be considered confirmed upon the Quotation being agreed by the Sponsor and 50% of Sponsorship Fee payment. The balance of the Sponsorship Fee is required from the Sponsor no later than 14 days prior to the Event date.
4.2 The Sponsor shall bear any fees and charges that may result from electronic payment.