Working with Superminted

Thank you for your interest in working with Superminted. We work well with our Clients because our relationships are based on honesty and trust, but all work needs guidance in the form of Terms and Conditions. Here are ours – please read them because it is important that you know what we charge for and why we charge it, why certain files are not released by us and also what charges you might incur for late payment, additional work or source file releases. If you have questions, we will be happy to address them. We look forward to co-creating with you.

 

Terms and Conditions

The terms below are Superminted’s standard Terms and Conditions, which may be incorporated by reference in the relevant Statement of Work (“SOW”) (which, together, shall be known as the “Agreement”) or otherwise accepted in accordance with clause 5. Please refer to your Statement of Work for additional Project details.

 

1. DEFINITIONS

In these Terms and Conditions, capitalised terms shall have the meaning set out in the applicable SOW, or if not specified, shall carry the following meanings:

Superminted 

Superminted Pte Ltd (UEN 201702813D) of 1008 Toa Payoh North #02-09/14 Singapore 318996

Branding and Design Work 

Any services involving creation of visual content using a combination of typography, images, and other design elements. This includes, but is not limited to, designing logos, websites, marketing materials, packaging, and other visual assets, whether in digital or print format.

Client

The entity (whether individual, company or otherwise) specified in the applicable SOW which incorporates these Terms and Conditions.

Confidential Information

Any confidential information in oral, written, graphic, electronic or other forms, which includes, but is not limited to, all Superminted’s documentation, agreement terms, financial and pricing information, business and marketing plans, actual and potential customers and suppliers, and other similar information that is proprietary to Superminted, its Affiliates, partners, suppliers, contractors, customers, users, directors, officers, and employees. Confidential Information shall not include any information that: (i) is or becomes generally available in the public domain or becomes available to the public at any time, whether prior or subsequent to this Agreement, otherwise than through a breach of confidentiality; (ii) was in Client’s lawful possession prior to the disclosure, as clearly and convincingly corroborated by written records, and had not been obtained by Client either directly or indirectly from Superminted; (iii) is lawfully disclosed to Client by a third party; or (iv) is independently developed by Client without use of or access to the Confidential Information, as clearly and convincingly corroborated by written records.

Deliverables

Any deliverables to be delivered by Superminted to the Client under the applicable SOW for a Project.

Intellectual Property Rights 

All intellectual property rights, titles and interests including any copyright works (including future copyright works), trade and service marks, designs and any alterations or improvements of such works, marks, designs or rights.

Product/s

Any deliverables to be provided by Superminted to the Client as part of the Services.

Project

The Project as set out in the applicable SOW.

Services

Any service that is provided by Superminted to the Client under the applicable SOW for a Project, including the provision of Products.

Video Production

Any services involving the process of creating visual content in the form of a video including but not limited to concept development, scriptwriting, filming, editing, and post-production for any purpose including but not limited to commercials, social media content, instructional videos, or documentaries.

 

2. APPLICATION OF TERMS AND CONDITIONS

2.1 SOW. These Terms and Conditions apply to the provision of Services by Superminted to the Client as set out in the applicable SOW.

2.2 Right to Amend. Superminted reserves the right to amend these Terms and Conditions without notice. The most up to date Terms and Conditions are available to be viewed on our website (www.superminted.com/project-terms-conditions) and it is the responsibility of the Client to make themselves aware of any amendments.

 

3. SERVICES

3.1 Services. Subject to the conditions and pre-requisites specified in this Agreement Superminted shall provide the Services to the Client in accordance with the SOW. 

3.2 Scope of Services. Except where otherwise specified in the relevant SOW, any Services set out in Appendix A (Services Scope) to be provided in accordance with an SOW shall be limited to the Services Scope set out in Appendix A. For avoidance of doubt, the Exclusions set out in Appendix A are non-exhaustive and provided for clarity.

3.3 Fees for Additional Services. Client may request provision of additional services outside the scope of the SOW, the provision of which may be subject to Additional Fees as set out in Appendix B (Additional Fees) at Superminted’s sole unfettered discretion.

3.4 Project Durations. Any Project durations provided in an SOW are provided as an estimate only and Superminted shall not be liable for any failure to provide Services within the specified duration. Further, all Project durations are deemed to commence from the date the relevant Fees is received by Superminted or other date as agreed in writing, whichever is later.

3.5 Website-Related Projects. If a Project is a Website-Related Project, the Project shall additionally be subject to the terms set out in Appendix C (Website-Related Projects).

3.6 Video Production Projects. If a Project involves the provision of video production services, the Project shall additionally be subject to the terms set out in Appendix D (Video Production).

3.7 Client Material Formats. Where a Client provides Client Materials for a Project, the Client Materials must be provided in the format specified in Appendix E (Client Material Formats) (if any). Additional fees may apply for additional work required as a result of failure to comply with this clause, including but not limited to, photography and art direction, photography searches, media conversion, digital image processing, or data entry services, colour correction and alteration of images or digital media.

3.8 Application of Appendix. Where an Appendix is applicable to a Project as per this clause 3, any terms set out in the relevant Appendix shall prevail to the extent of any inconsistency with these Terms and Conditions. 

3.9 Third Party Providers. Superminted may use the services of subcontractors, agents and suppliers (“Third Party Providers”) for the provision of the Services at its discretion.

3.10 Third Party Terms and Conditions. Where Superminted engages Third-Party Providers to provide the Services or any part thereof, Clients may additionally be subject to (and agrees to comply with) the Third-Party Providers terms and conditions (“Third Party TCs”) (which may include, but is not limited to, disclaimers for non-completion on time and flexibility to supply quantities within 10% of the total ordered). Where Third-Party Providers are providing bulk production services (e.g. printing), Client agrees that it has accounted for a minimum of 10% margin of error (e.g. misprints) in determining the quantity of Products ordered and a minimum of 7 days of production delay. Superminted shall not be liable for the failure of Third-Party Providers to provide Services in any circumstance.

 

4. COMMUNICATION

4.1 Manner of Correspondence. Client acknowledges and accepts that correspondence with respect to the Project shall be primarily conducted as set out below: 

4.1.1 By email for general correspondence, which shall be deemed as received on the date the email was sent as recorded on the relevant email provider service; 

4.1.2 By email, telephone conferencing, or video call communication with the Client for project kickoff sessions, discovery processes, audit processes, strategy and planning sessions, pre-production processes and/or concept presentation, review and approval processes; and

4.1.3 Any other communication method as reasonably agreed between the Client and Superminted. 

4.2 Client Representative. Client must appoint a Client representative (“Representative”), with full authority to instruct Superminted as  needed for Superminted to perform its obligations under this Agreement and ensure the Representative will be available to respond to requests for feedback until such time that Superminted fulfilled its obligations under this Agreement in full.

4.3 Client Representative Contact. Client warrants it has provided accurate Client and Representative contact details to Superminted in the applicable SOW and that it will immediately notify Superminted in the event of any change, error, or issue impacting the specified contact channel. For avoidance of doubt, Client recognises the accuracy of its contact details and appointment of Representative are Client’s responsibility and that Superminted shall not be liable for any breach of this Agreement or failure to perform the Services as agreed due to the failure of Client to comply with this clause 4.

 

5. PROJECT ACCEPTANCE

5.1 Acceptance. A Client may accept the terms set out in the applicable SOW (including these Terms and Conditions) by signing the SOW, sending an email or other written correspondence to Superminted indicating acceptance of the SOW, or continuing to instruct Superminted in accordance with the SOW. Client acknowledges and agrees that all work carried out by Superminted is on the basis that Client has agreed to these Terms and Conditions.

5.2 Acceptance via Instruction. Where an SOW is not issued, Client accepts these Terms and Conditions by instructing Superminted to commence the provision of its customary services via any method including but not limited to website inquiry, email, or verbal instruction. 

5.3 Purchase Order. Where a Client has issued a purchase order to Superminted with respect to any SOW, any conditions specified in the purchase order shall be null and void, and only these Terms and Conditions and the relevant SOW shall apply.

 

6. PROJECT FEE 

6.1 Fee. In consideration for the Services, the Client shall pay a fee to Superminted for the relevant Project as set out in the SOW or equivalent document (“Fee”). For avoidance of doubt, the Fee set out in the SOW is based on scope of the Services to be delivered as agreed upon and approved by the Client prior to commencement of the Services, and any variation to the Services may be subject to Additional Fees. Client acknowledges that any Project production costs (“Production Costs”) included in the Fee are provided as an estimate only and that actual Production Costs may vary. Client further acknowledges that the Fee includes Production Costs as set out in the relevant SOW only, and that out of pocket expenses such as transport for site recce-ing, logistical arrangements, talent fees, loading fees, flights and/or accommodation for crew, talents and/or employees of and subcontracted by Superminted may not be included unless otherwise stated in the SOW.

6.2 Drawdowns/Milestones. The Fee shall be payable to Superminted in the following drawdowns, except where otherwise specified in a SOW: 

On signature of the applicable Agreement: 50% of the quoted Fee (“Deposit”)

On completion of the Project (“Completed”, “Completion”), which shall be the finalisation of all Deliverables prior to upload to any server, publication or release: 50% of the quoted Fee

6.3 Deposit. Unless agreed otherwise with the Client, payment and receipt of the Deposit is required prior to the commencement of any Services or supply of any Products (at any stage of development or production) to the Client. 

6.4 No Deposit Refund. The Deposit shall not be refundable in any circumstance (including but not limited to Client cancellation of the Project) except in Superminted’s sole unfettered discretion.

6.5 Instalments. Where the Project duration exceeds three (3) months and beyond, Superminted may bill for all work done periodically in instalments as set out in the SOW, or as otherwise agreed in writing.

6.6 Final Delivery Subject to Full Payment. Final publication, delivery and/or release of the Products and Services is subject to full payment of the Fee and its receipt by Superminted, and any delays and/or failure to effect such final publication, delivery and/or release due to outstanding Fees shall not be a breach of this Agreement by Superminted. 

6.7 Completion for No Response. A Project will be deemed to be Completed if the Client does not respond to an Approval Request or other request for information necessary to provide the Services within 10 working days; or 20 working days for Website-Related Projects. Under such circumstances, the remainder of the Fee shall be immediately due and payable. In addition to this clause, Client must additionally abide by any specified time frames to respond to an Approval Request set out in the SOW.

6.8 Completion. A Project will be deemed to be Completed if the Client publishes, releases or uses the Deliverables whether in part or in full that have been created, produced or prepared for the purposes of final delivery.

 

7. PAYMENTS

7.1 Sign-Off Sheet. The Client will be provided with a Sign-Off Sheet by Client’s Project Manager for Client’s signature. Final delivery of the Services is subject to signature of the Sign-Off Sheet, which shall confirm completion of all Services up to final delivery, and receipt of the full amount of the Fee.

7.2 Invoice Due Date. All invoices issued by Superminted under this Agreement for payment of the Fee (or any part thereof) must be paid within 30 days of invoice date (or other date as agreed prior) specified on the invoice (“Invoice Due Date”).

7.3 Invoice Queries. Any invoice queries must be submitted by email to accounts@superminted.com within 14 days of the invoice date.

7.4 Late Payment Fee. Accounts which remain outstanding after the Invoice Due Date, will incur an additional 10% late payment fee as of the invoice total for every block of 30 days after the invoicing date.

7.5 Payment Methods. Payments may be made by online bank transfer. Payment by cheque, credit card (Visa, Mastercard) or debit card is generally not accepted by Superminted except where agreed between the Parties in writing, and may be subject to an administration charge. Where the Parties have agreed to payment via cheque, the cheque must be sent by registered mail.

7.6 Returned Cheques. Returned cheques will incur an additional fee of SGD100 per returned cheque.

 

8. PROJECTS ON HOLD

8.1 Client acknowledges and agrees that Superminted serves several clients simultaneously and must manage all projects effectively in order to provide all clients with timely, professional, and effective service, and that the conditions set out in this Agreement are reasonable. 

8.2 Projects on Hold. If a Project becomes idle for more than seven (7) working days, or fifteen (15) working days for Website-Related Projects, due to a lack of reasonable response from the Client, Superminted reserves the right to place the Project on hold (“Hold”) as set out below, with notification to the Client in writing (email sufficient). 

8.3 Hold by Client Request. A Client may also request to place a Project on Hold, and all requested pauses or delays in the Project exceeding seven (7) working days, or fifteen (15) working days for Website-Related Projects shall be considered a request to place the Project on Hold.

8.4 Hold Terms. A Project on Hold, whether or not the Hold was requested by the Client, shall be subject to the following terms:

8.4.1 Superminted is immediately entitled to request payment for Services rendered up, calculated pro-rata against completed milestones or portion of Services rendered in Superminted’s sole discretion; and

8.4.2 Removal of the Project from Hold and resumption of the Services will be subject to a continuation fee of 15% of the total Fee (“Continuation Fee”) payable from Client to Superminted, which must be paid prior to the resumption of the Services. 

8.5 Hold Maximum Duration. A Project may be on Hold for a maximum of three (3) months, after which the Project will be deemed as closed (“Closed”) and the relevant SOW shall be deemed to have expired. A Closed Project shall be subject to the following terms: 

8.5.1 Resumption of the Services for a Closed Project (“Re-Opening”) will be subject to the Continuation Fee as set out above;

8.5.2 The Parties must execute a new SOW for additional Services to be provided for a Closed Project; and

8.5.3 Superminted shall propose a new Project timeline in accordance with the Superminted’s current project capacity.

8.6 Stall Fee. Client acknowledges and agrees that where a Project is Closed in accordance with clause 8.5, Superminted may channel its resources into other projects on its slate and that Superminted has no obligation to deliver the Re-Opened Project in line with the original Project schedule and scope, except where the Client pays the quoted fee to maintain the original Project schedule (“Stall Fee”). The Stall Fee is imposed for the purpose of reserving resources until such time that the Client is able to furnish the Superminted with the necessary content, assets, or feedback to continue the project. Stall Fees shall be quoted in Superminted’s sole discretion on a case-by-case basis. The opportunity to pay a Stall Fee for any Project does not arise automatically for all Projects and is determined on a case-by-case basis, and shall be offered to Client in Superminted’s sole unfettered discretion.

 

9. DELIVERABLES

9.1 Branding and Design Deliverables. Except where otherwise specified in an SOW, all Deliverables for Branding and Design Work shall include:

9.1.1 proofs and PDF files as appropriate for printing; 

9.1.2 other graphic files as detailed in the SOW; and/or

9.1.3 text-editable friendly formats (excluding editable design elements) if agreed between the Parties in writing;

and shall exclude (except where the relevant Additional Fees are paid in accordance with the Additional Fees Schedule) release of design source files, including but not limited to .indd, .psd, .ai, .png, .fla or other source files or raw code. 

9.2 Video Production Deliverables. Except where otherwise specified in an SOW, all Deliverables for Video Production shall include the final render (publication-ready) of the video files only, and shall exclude (except where the relevant Additional Fees are paid in accordance with the Additional Fees Schedule) all other elements such as raw footage (such as rushes), audio files, or other working files/deliverable elements. 

 

10. DEFAULT

10.1 Default. Where a Client fails to pay the Fee or portion of the Fee by the Due Date (which, for avoidance of doubt, shall include third party service fees such as for hosting, domain registration, search engine submission, and photographers), or following a returned cheque, the Client shall be considered to be in default (“Default”).

10.2 Removal of Materials. Where the outstanding Fees relate to a Website-Related Project, Superminted shall further be entitled to remove any relevant Project materials from publication. Superminted shall restore the relevant materials within a reasonable period on receipt of all owed Fees (including Late Payment Fees) for the Project. For avoidance of doubt, removal of such materials does not relieve the Client of its obligation to pay the Fees owed.

10.3 Indemnity. Without limiting its other indemnities under this Agreement, Client indemnifies and agrees to be liable for all reasonable legal and accounting expenses and third-party collection Superminted fees incurred by Superminted that may arise (whether directly or indirectly) from its Default. 

 

11. INTELLECTUAL PROPERTY

11.1 Superminted IP. Client acknowledges that, unless otherwise provided in the SOW or if the relevant Additional Fees are paid, all Intellectual Property Rights in the Products and results and proceeds of the Services (“Project Materials”) will be the sole and exclusive property of Superminted and may not be modified, re-used, or re-distributed in any way or form by the Client without the expressed written consent of Superminted.

11.2 Licence to Client. Subject to full receipt of the Fees, Superminted grants a limited licence to the Client to use the Project Materials for the purpose set out in the SOW, subject to any restrictions set out in the SOW. Where the Client wishes to use the Project Materials for purposes outside the scope of the SOW, Client may request for an expanded licence in writing, which may be granted by Superminted in its sole unfettered discretion and may be subject to additional fees.

11.3 Client IP. Client may provide Superminted with materials to include in the Products and/or Services (“Client Materials”). Except as set out in this clause, all right, title and interest in and to these Client Materials will at all times remain with the Client. Client grants Superminted the right to use the Client Materials in connection with the performance of the Services. For the avoidance of doubt, Superminted may assign or sublicense these rights as necessary to perform its obligations under this Agreement.

11.4 Client IP Clearances. Client warrants that:

11.4.1 use of the Client Materials by Superminted in connection with the provision of the Services will not infringe the rights (including copyright) of any third party and is not subject to any royalty or similar payments (“Third Party Rights”); and 

11.4.2 where such Client Materials contain trademarks and other registrable Intellectual Property, the relevant Client Materials have been duly registered with the appropriate authorities and the appropriate searches have been conducted and/or legal advice has been obtained. 

Without limiting its other indemnities under this Agreement, Client hereby indemnifies Superminted against any claim, cost, loss, liability, damage, or expense suffered by Superminted as a result of any breach of this warranty. Further, if Client Material is found to have infringed Third Party Rights, Superminted may immediately remove and/or replace the relevant Client Material or Deliverables at its discretion, which shall not be considered a breach of this Agreement or failure to perform the Services by Superminted.

11.5 Software IP. Any software, code, plugin or other third-party material used in a web or digital project remains the property of the creator and any ongoing licence fees or fees for upgrades are the sole responsibility of the Client. 

11.6 Superminted Portfolio. Client grants to Superminted the worldwide, perpetual, royalty-free, irrevocable right (and all permissions necessary) to use or display the Project Materials for the marketing, promotion and demo of Superminted work and services and internal purposes, including but limited to portfolio, investor relations, award submission purposes, marketing recaps, and press pitches.

 

12. FORCE MAJEURE

12.1 Force Majeure. In the event that Superminted is unable to carry out any obligation under the quotation either in whole or in part because of factors outside its reasonable control, including without limitations: fire, flood, storm, unfavourable weather conditions, natural disasters, explosion, accidents, road closures, war, terrorism, sabotage, epidemic, quarantine restructure, labour dispute or shortage, act or omission of any third person or public authority (“Force Majeure Event”), Superminted’s obligations will be suspended for the duration of the event or waived to the extent applicable.

12.2 Force Majeure Production Costs. Notwithstanding the above, Client shall be liable for all additional production costs resulting from the Force Majeure Event including but not limited to the engagement of crew services, rental of filming equipment and/or vehicles, talent costs and location fees.

 

13. CREDITS

13.1 Superminted Credit. Client agrees to allow Superminted to insert a small credit where feasible on Project Materials, which shall typically be a small logo or line of text placed towards the bottom of the relevant deliverable.

 

14. DISCLAIMERS

14.1 No Warranty. While Superminted takes reasonable steps to ensure the quality of our Products and Services, to the furthest extent permitted by law, Superminted makes no warranties or guarantees of any kind, expressed or implied, with respect to the quality or suitability of Products and/or Services that it supplies, and shall not be held responsible for claim, cost, loss, liability, damage, or expenses resulting from Products and/or Services it supplies, whether directly or indirectly. 

14.2 Services of Specified Parties. Client acknowledges Superminted has no obligation to provide the services of any particular talent, Superminted personnel, Third Party Provider or other entity. Further, Client recognises that any variation to the SOW or Project scope (e.g. milestone dates) may result in the withdrawal of Third Party Providers from the Project, and that Superminted shall not be in breach of this Agreement due to any such withdrawal or liable for any claim, cost, loss, liability, damage, or expense suffered by the Client as a result of such withdrawal.

14.3 Cancellation of Third Party Services. Where Superminted has engaged a Third Party Provider for a Project via signed agreement, deposit payment or similar means with respect to the Project, and the Client elects not to engage the Third Party Provider for the Project, Client  indemnifies Superminted for all claim, cost, loss, liability, damage, or expense that may arise from this election and will be liable for any amounts owed to the Third Party Provider under the relevant service agreement or terms of business. 

14.4 Regulatory Standards. Superminted will not include in its designs, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. Superminted also reserves the right to refuse to include submitted material without giving reason. In the situation where any content that Superminted does include in all good faith, and subsequently discovers is in contravention to such standards, the Client is obliged to allow Superminted to remove the contravention without hindrance, or penalty. Superminted is to be held in no way responsible for any such content being included.

 

15. CONFIDENTIALITY

15.1 Requirements. Client agrees that it will not disclose to any third parties or use Superminted’s Confidential Information or authorise the disclosure of the Confidential Information except for the performance of the Agreement or to its professional advisors or as it may be required to do so by law. Client shall not, and shall not authorise others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Confidential Information. Client will promptly upon discovery of any loss or unauthorised use or disclosure of Confidential Information notify Superminted in writing and take all necessary steps to mitigate the loss or unauthorised use or disclosure of Confidential Information. Upon expiration or termination of this Agreement or earlier as requested by Superminted, Client shall (at Superminted’s election) (i) deliver to Superminted all materials, documents or other media (whether maintained electronically or otherwise) containing Confidential Information in its possession; and/or (ii) destroy all materials, documents or other media containing Confidential Information in its possession.

 

16. WARRANTIES AND INDEMNITIES

16.1 Warranties. Client represents and warrants that:

16.1.1 it has the capacity and its authorised signatory has the authority to execute and implement this Agreement;

16.1.2 the execution and implementation of this Agreement will not cause it to breach any contract with any other parties;

16.1.3 it is duly organised, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organisation or chartering, and has obtained necessary licences to operate its business activity under applicable laws and regulations;

16.1.4 Use of the Client Materials by Superminted in connection will not infringe the rights (including copyright) of any third party, and hereby indemnifies Superminted against any claim, cost, loss, liability, damage, or expense suffered by Superminted as a result of any breach of this warranty;

16.1.5 Client shall release Superminted from any claims from, and/or indemnification against, any third party in connection with this Agreement, which is not a result of default or negligence of Superminted; and

16.1.6 Client shall comply with all applicable laws and regulations as may arise in relation to this Agreement.

16.2 Indemnification. Client shall fully indemnify, defend and hold harmless Superminted, its Affiliates, and their officers, directors, employees, agents, successors and assigns (“Superminted Indemnitees”) from and against all claims, damages, liabilities, losses, and expenses (including any and all attorney fees, expenses and costs) incurred by or asserted against any Superminted Indemnitee in connection with (i) a breach or alleged breach by Client of any obligation, representation or warranty in this Agreement, (ii) negligent or wilful acts of Client or Personnel, or (iii) any act or omission by Client and/or any of its Personnel that causes Superminted to be in breach of the Data Protection Laws. Superminted shall promptly notify Client of any such claims, suits and actions, and upon request, provide reasonable assistance to Client at Client’s cost. Client shall not enter into any settlement or compromise in relation to any claim that contains an admission on the part of Superminted or otherwise negatively impacts Superminted in any manner without the prior written consent of Superminted.

16.3 LIMITS OF LIABILITY. IN NO EVENT SHALL SUPERMINTED BE LIABLE TO CLIENT OR ITS AFFILIATES FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF CLIENT OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS, CORRUPTION, OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUPERMINTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SUPERMINTED’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SUPERMINTED UNDER THE APPLICABLE SOW FROM WHICH THE LIABILITY AROSE.

 

17. TERM AND TERMINATION

17.1 Term. This Agreement shall commence on the Effective Date stated in the relevant SOW and shall continue until the later of (i) the completion of the Services under the SOW and receipt of all Fees by Superminted, or (ii) one (1) year from the Effective Date (“Term”) unless earlier terminated under this Agreement. This Agreement may be extended by the mutual written agreement of the Parties.

17.2 Client Termination by Project Cancellation. Client may cancel the Project by terminating this Agreement at any time by 7 days written notice (email sufficient) and Superminted shall be entitled to its costs already incurred in the performance of the Services up to the point of termination (which, for the avoidance of doubt, shall be the end of the notice period) calculated pro-rata in Superminted’s sole discretion, as well as any additional Fees as stated in any applicable Appendix.

17.3 Superminted Termination by Project Cancellation. Superminted may terminate this Agreement in its sole discretion at any time by 30 days written notice (email sufficient) and Superminted shall be entitled to its pro-rata costs already incurred in the performance of the Services up to the point of termination (which, for the avoidance of doubt, shall be the end of the notice period).

17.4 Other Superminted Termination. Superminted may also terminate this Agreement immediately by written notice if: (i) Client commits a material breach of any provision of this Agreement which is incapable of remedy, (ii) in the case of a breach capable of being remedied, such breach has not been remedied within seven (7) days of written notice requesting that Client does so, (iii) Superminted discovers any material misrepresentation on the part of the Client in inducing the Superminted to enter this Agreement, (iv) Superminted or Client is prevented or prohibited by law from performing its obligations under this Agreement, or (v) if Client makes an assignment for the benefit of its creditors, is declared insolvent, or has a receiver or trustee in bankruptcy appointed to take charge of all or part of Client’s property. 

17.5 Consequences of Expiration or Termination. Upon expiration of the Term or termination of this Agreement, Superminted shall submit a final invoice to Client. For avoidance of doubt, outstanding payment obligations and any provisions of this Agreement that are intended to come into or continue in force on or after the termination of this Agreement shall remain in full force and effect.

 

18. GENERAL

18.1 The section headings in this Agreement are intended for convenience and reference only and are not intended to define, limit, or describe the scope or intent of any provisions of this Agreement.

18.2 The Parties enter this Agreement as independent contractors and not as employer and employee, partners or joint venturers, or in any other capacity.

18.3 The warranties, indemnities, and obligations of confidentiality contained in this Agreement are continuing obligations and will survive the termination or conclusion of this Agreement.

18.4 Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. 

18.5 This Agreement will be governed by and construed in accordance with the laws of Singapore and the parties submit to the exclusive jurisdiction of the courts of Singapore.

 

APPENDICES