General Terms and Conditions

1.1In these General T&Cs, unless the context otherwise requires:

1.2References to "writing" or "written" include email and other electronic communications.

1.3Headings are for convenience only and shall not affect the interpretation of these General T&Cs.

2.1LOMA shall perform the Services with reasonable skill and care in accordance with generally accepted industry standards.

2.2LOMA may use subcontractors, freelancers, or AI-powered tools and technologies in the delivery of the Services, provided that LOMA shall remain responsible for the quality and timeliness of the Deliverables.

2.3The Client acknowledges that LOMA leverages artificial intelligence tools and automation in the delivery of its Services. While LOMA exercises professional oversight over all AI-generated output, the Client acknowledges that AI-generated content may require review and approval before publication.

2.4LOMA does not guarantee specific results, rankings, traffic levels, conversion rates, or return on investment. Digital marketing results are influenced by numerous factors beyond LOMA's control, including but not limited to search engine algorithm changes, market conditions, competitor activity, and the Client's own business operations.

2.5Any timelines or milestones set out in the Service Agreement are estimates only and are subject to the Client's timely performance of its obligations under the Agreement.

3.1The Client shall:

3.2Delays caused by the Client in fulfilling its obligations may result in corresponding delays to project timelines and deliverables. LOMA shall not be liable for any loss or damage arising from such delays.

3.3If the Client fails to provide required materials or approvals for a period exceeding thirty (30) days, LOMA reserves the right to suspend the Services and invoice for any outstanding work completed to date.

3.4Where the Client fails to respond to a request for information, approval, or feedback, LOMA shall issue up to three (3) written reminders at intervals of not less than five (5) business days each. If the Client fails to respond within five (5) business days of the third reminder, LOMA may, at its sole discretion:

3.5Where a project is placed on hold under Clause 3.4(a), LOMA shall not be obligated to resume work until: (a) the Client has provided the requested materials, approvals, or feedback; and (b) the Parties have agreed a revised timeline. LOMA reserves the right to charge a reactivation fee if the project has been on hold for more than sixty (60) days.

3.6Project timelines specified in the Service Agreement are estimates based on the assumption that the Client will fulfil its obligations in a timely manner. LOMA shall not be liable for delays caused by the Client's failure to respond, provide materials, or give approvals within the timeframes specified.

4.1The Client shall pay the Fees as set out in the Service Agreement in accordance with the payment schedule agreed therein.

4.2All Fees are exclusive of prevailing Goods and Services Tax (GST), which shall be charged in addition where applicable.

4.3LOMA shall issue invoices in accordance with the payment schedule. Payment is due within fourteen (14) days of the date of invoice unless otherwise specified in the Service Agreement.

4.4Late payments shall attract interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding amount, calculated from the due date until the date of actual payment.

4.5LOMA reserves the right to suspend the Services if any invoice remains unpaid for more than fourteen (14) days after the due date, without prejudice to any other rights or remedies available to LOMA.

4.6The Client shall not be entitled to set off, deduct, or withhold any amount from payments due to LOMA without LOMA's prior written consent.

4.7For Search Engine Marketing (SEM) and paid advertising services, advertising spend payable to Third-Party Platforms is not included in the Fees and shall be borne by the Client separately.

4.8The Client acknowledges that the engagement of LOMA's Services is not conditional upon the approval, receipt, or disbursement of any government grant, subsidy, or financial assistance (including but not limited to the Productivity Solutions Grant, Enterprise Development Grant, or any grant administered by IMDA, Enterprise Singapore, or any other government body). No refund of Fees shall be due to the Client by reason of the non-approval, reduction, clawback, or withdrawal of any such grant. LOMA may, at its discretion, assist the Client in the grant application process, but makes no warranty or representation as to the outcome of any grant application.

5.1Subject to full payment of all Fees and, where applicable, the issue or deemed issue of the endorsement of completion under the Service Agreement, LOMA shall assign to the Client all Intellectual Property rights in the Deliverables specifically created for the Client under the Service Agreement.

5.2LOMA retains all rights, title, and interest in:

5.3LOMA grants the Client a non-exclusive, perpetual, royalty-free licence to use any of LOMA's pre-existing Intellectual Property that is incorporated into the Deliverables, solely for the Client's own business purposes.

5.4The Client grants LOMA a non-exclusive licence to use the Client's name, logo, trademarks, and brand materials solely for the purpose of performing the Services and, with the Client's prior written consent, for LOMA's portfolio and marketing purposes.

5.5The Deliverables may incorporate third-party materials (including stock images, fonts, open-source software, and third-party plugins) that are subject to their own licence terms. LOMA shall use commercially reasonable efforts to ensure that such materials are appropriately licensed, and the Client agrees to comply with such licence terms.

6.1Each Party agrees to keep confidential all Confidential Information received from the other Party and shall not disclose such information to any third party without the prior written consent of the disclosing Party.

6.2The obligations under this Clause 6 shall not apply to information that:

6.3The obligations of confidentiality shall survive the termination of the Agreement for a period of three (3) years.

7.1Each Party shall comply with its obligations under the PDPA and any other applicable data protection laws in relation to any personal data processed in connection with the Services.

7.2Where LOMA processes personal data on behalf of the Client, LOMA shall:

7.3The Client warrants that it has obtained all necessary consents and has provided all required notices in connection with any personal data provided to LOMA.

7.4LOMA may collect and use anonymised, aggregated data derived from the performance of the Services for the purposes of improving its services, provided that such data does not identify the Client or any individual.

8.1LOMA warrants that:

8.2Except as expressly set out in the Agreement, all warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.

8.3Without limiting Clause 8.2, LOMA does not warrant:

9.1To the maximum extent permitted by law, LOMA's total aggregate liability under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Client to LOMA under the relevant Service Agreement in the twelve (12) months preceding the event giving rise to the liability.

9.2LOMA shall not be liable for:

9.3Nothing in these General T&Cs shall exclude or limit liability for fraud, death, or personal injury caused by negligence, or any liability that cannot be excluded or limited under applicable law.

10.1The Client shall indemnify and hold harmless LOMA, its directors, officers, employees, and agents from and against any and all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

10.2LOMA shall indemnify and hold harmless the Client from and against any claims arising directly from LOMA's wilful misconduct or gross negligence in the performance of the Services.

11.1Either Party may terminate the Service Agreement by giving thirty (30) days' written notice to the other Party, unless a different notice period is specified in the Service Agreement.

11.2Either Party may terminate the Service Agreement immediately by written notice if:

11.3Upon termination:

11.4Termination shall not affect any rights or obligations of the Parties that have accrued prior to the date of termination. Clauses 5, 6, 7, 9, 10, 14, and 17 shall survive termination of the Agreement.

12.1Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event.

12.2A "Force Majeure Event" means any event beyond the reasonable control of a Party, including but not limited to acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government action, power failure, internet or telecommunications failure, or cyberattack.

12.3The affected Party shall notify the other Party as soon as reasonably practicable of the Force Majeure Event and shall use reasonable efforts to mitigate its effects.

12.4If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Service Agreement by written notice.

13.1The Services may require the use of Third-Party Platforms. The Client acknowledges that the availability, functionality, pricing, and terms of such platforms are not within LOMA's control.

13.2LOMA shall not be liable for any changes, disruptions, or discontinuation of Third-Party Platforms that may affect the Services or the Deliverables.

13.3Any accounts created on Third-Party Platforms on behalf of the Client shall be the property of the Client. LOMA shall ensure that the Client has administrative access to all such accounts.

14.1These General T&Cs and any Agreement incorporating them shall be governed by and construed in accordance with the laws of the Republic of Singapore.

14.2Any dispute arising out of or in connection with these General T&Cs or any Agreement incorporating them shall first be referred to mediation in accordance with the mediation rules of the Singapore Mediation Centre.

14.3If the dispute is not resolved within thirty (30) days of referral to mediation (or such longer period as the Parties may agree), either Party may submit the dispute to the exclusive jurisdiction of the courts of Singapore.

15.1Entire Agreement. The Agreement (comprising the Service Agreement, these General T&Cs, and any Schedules) constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements.

15.2Amendment. These General T&Cs may be amended by LOMA from time to time. Material amendments shall be notified to existing Clients at least thirty (30) days in advance. Continued engagement of the Services after the effective date of any amendment shall constitute acceptance of the amended General T&Cs.

15.3Assignment. Neither Party may assign or transfer its rights or obligations under the Agreement without the prior written consent of the other Party, except that LOMA may assign the Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

15.4Severability. If any provision of these General T&Cs is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.5Waiver. No failure or delay by either Party in exercising any right under these General T&Cs shall constitute a waiver of that right.

15.6Notices. All notices under the Agreement shall be in writing and shall be sent by email to the addresses specified in the Service Agreement, or by registered post to the registered addresses of the Parties.

15.7No Partnership. Nothing in these General T&Cs shall be construed as creating a partnership, joint venture, or employment relationship between the Parties. LOMA is an independent contractor.

15.8Third-Party Rights. A person who is not a Party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of the Agreement.

16.1For website design and development Services, upon issuance or deemed issuance of the Endorsement of Completion (as defined in the Service Agreement), LOMA shall hand over all website files, source code, and access credentials to the Client (the "Handover").

16.2LOMA shall provide a warranty period of thirty (30) days from the date of Handover (the "Warranty Period"), during which LOMA shall rectify, at no additional cost to the Client, any defects or bugs in the Deliverables that:

16.3The Warranty Period does not cover:

16.4Upon expiry of the Warranty Period, any further support, maintenance, or development shall be subject to a separate maintenance agreement or ad hoc engagement at LOMA's prevailing rates.

16.5LOMA shall not be responsible for the ongoing security, performance, or availability of the website after Handover, unless a separate maintenance agreement is in place.

17.1All original content created by LOMA specifically for the Client in the course of the Services (including but not limited to blog posts, social media content, ad creatives, email copy, landing page content, and video scripts) shall, upon full payment of all Fees, be assigned to the Client as part of the Deliverables.

17.2Notwithstanding Clause 17.1, LOMA retains the right to use anonymised, non-confidential versions of campaign strategies, methodologies, and performance data for internal training, knowledge development, and process improvement.

17.3For social media and content marketing Services:

17.4Advertising account data (including campaign settings, audience configurations, ad copy, and historical performance data) generated in the course of SEM and paid advertising Services shall belong to the Client. LOMA shall ensure the Client has full administrative access to all advertising accounts at all times during the engagement.

17.5Stock images, stock footage, licensed fonts, and other third-party assets used in the Deliverables remain subject to their respective licence terms. LOMA shall provide the Client with details of any such assets and their licence restrictions.

18.1Where LOMA assists the Client in registering domain names, such domain names shall be registered in the Client's name and shall at all times remain the property of the Client.

18.2The Client shall be the registered owner and administrative contact for all domain names. LOMA may be designated as the technical contact for the duration of the engagement only.

18.3Where LOMA arranges hosting services on behalf of the Client:

18.4Upon termination of the Agreement, LOMA shall:

18.5LOMA shall not hold domain names, hosting accounts, or any Client digital assets as leverage for the payment of outstanding Fees. LOMA's remedies for non-payment are limited to those set out in Clause 4 and Clause 11 of these General T&Cs.

19.1For retainer-based Services (including SEO, SEM, AIO, and Social Media Marketing), LOMA shall use reasonable efforts to meet the following service levels:

19.2For urgent matters (including website downtime, security incidents, or ad account suspensions), LOMA shall use reasonable efforts to respond within four (4) business hours during business hours (Monday to Friday, 9:00am to 6:00pm Singapore time, excluding public holidays).

19.3The service levels set out in this Clause 19 are targets and not guarantees. Failure to meet a service level shall not constitute a breach of the Agreement, but persistent failure may be addressed by the Client through the dispute resolution process set out in Clause 14.

19.4LOMA shall appoint a dedicated account manager or primary point of contact for each retainer Client, who shall serve as the Client's main liaison for all matters relating to the Services.

20.1LOMA reserves the right to decline or cease work on any project or campaign that it reasonably considers to be:

20.2Where LOMA declines or ceases work under Clause 20.1, LOMA shall notify the Client in writing and provide reasons for its decision. The Client shall remain liable for Fees for all work completed up to the date of cessation.

20.3The Client warrants that all products, services, and business activities promoted through LOMA's Services comply with all applicable laws and regulations in Singapore and any other jurisdiction in which the Client's advertising is displayed.

20.4The Client shall indemnify LOMA against any claims, losses, or penalties arising from the promotion of the Client's products or services that are found to be unlawful, misleading, or in breach of any applicable advertising standards or regulations.