1.1 This document entails the Terms and Conditions for the provision of the following services: website development and IT solutions (“the Service”). These terms apply to you as a user of the Service (“the client” or “you”). The purpose of this agreement is for you to be aware of your rights and obligations when you decide to purchase our products and services.
1.2 All products and services provided by Neobreak to the client are subject to the terms and conditions in this section. We have created this section:
- To facilitate the way business is done between us and the client; and
- For your and our protection, in regards to the way any business is to be carried out.
1.3 In a circumstance of any part of this agreement is proven to be void or unenforceable, it will be deemed inapplicable and will no longer be a part of the agreement between the client and Neobreak. The remaining terms and conditions shall remain fully in effect.
Please read these terms and conditions carefully. It is a condition of your use of the Service that you comply with these terms and conditions. This agreement commences and terminates on the dates agreed by both parties. When this agreement is terminated or expired for any reason, your data may be deleted from our storage media.
2 Payment and invoices
2.1 The client shall make the payment as agreed in the invoice. All accounts are payable before completion or delivery of the final portions of the project.
2.2 Invoices for products and services will only be issued upon their completion. Payment must be made within 7 days from the date of invoice, unless any written agreements have been made with management. All services are liable for termination as a result of failure to make payment.
2.3 No material (e.g. code and documentation) will be handed over to the client before final payment is made.
2.4 At minimum, a deposit amount of 50% of the total product/ service cost must be paid prior to the commencement of a project. Neobreak reserves the right to increase the deposit amount depending on the total project cost.
2.5 The client shall remain liable for the entirety of payable fees in the case of discontinuation or suspension of services due to you failing to comply with these terms and conditions.
2.6 A 20% interest is charged to the total payment if the client fails to pay any amount within 7 days of invoice. The interest rate may increment if payment is not made for an extensive period. All intellectual property shall remain with Neobreak until payment is received.
2.7 If payment is not received within 14 days of invoice issue, appropriate legal action shall be taken to ensure payment is made. No product or service shall be delivered until full payment as agreed on the invoice is received.
2.8 If web-hosting fee is applicable, payment shall be made in advance. The payment will include the fees as outlined by the web hosting company.
2.9 Neobreak holds the rights to refuse to supply any products and/ or services to clients with overdue accounts. Any materials or work produced belonging to the client may be retained until the account is paid within the agreed terms of trading.
2.10 If contact is lost with the client for certain amount of time (maximum 2 weeks) due to neglect or changes in communications (e.g. change in contact numbers, address) with regards to avoiding the payment, appropriate measures will be taken to make sure that we are not at a disadvantage.
2.11 If the client requests for the files and/ or work to be delivered before payment, a personal guarantor may be required (e.g. director of a company).
2.12 We may prioritise workload for early paying clients.
2.13 The client agrees to consent their personal information for a purpose of credit worthiness assessment.
2.14 Our preferred payment methods are cash and direct deposit.
3 Quotations and proposals
3.1 All services provided by Neobreak will only be provided in accordance to proposals outlined. Prices outlined in any proposal should be treated as estimates.
3.2 All quotations submitted by Neobreak shall valid for 15 days from the date of quotation, unless otherwise stated by Neobreak. Any extra changes to proposed work will be charged at our regular hourly rate based on an agreed amount. Any changes requested by the client must be in writing, not verbally. This is to ensure that records and documentation are carefully maintained.
3.3 The client agrees to pay a fee after work has commenced or after approval by the client of the final work. The fee will be based on the complexity of the alterations and will be calculated at the sole discretion of Neobreak.
3.4 Quotations shall be accepted by the client upon authorisation in writing by Neobreak. After a quotation is accepted by the client, cancellation will incur a fee. The fee will be calculated based on percentage of the completed work until the date of cancellation. Such calculation is to be done in the sole discretion of Neobreak.
No work will be started until an agreement of payment amount and necessary terms is reached with the client.
3.5 We do not use identical proposal/ quotation document for all of our products and services. Each proposal/ quotation document has its own format specifically created for each product and service.
3.6 For any work on a product or service to start, the client must agree to the proposal/ quotation in writing. This must be in a form of letter, fax or email.
3.7 Fees and charges presented in a quotation/ proposal are changeable prior to the commencement of a project. Any new changes must be authorised by both Neobreak and the client.
4 Project delivery and completion
4.1 Any completion date provided in a Quotation is an estimate only. Neobreak are not liable for late delivery or non-delivery of information or instructions by the client.
4.2 A final sign-off will be carried out when work is completed to both parties’ satisfaction. After the sign-off, any technical support, troubleshooting and/ or maintenance will be charged at our regular hourly rate.
4.3 If the contents needed for the project are not supplied to Neobreak within 14 days from the agreed effective date of this agreement, the deposit shall be retained by Neobreak and the contract shall become null and void, unless the project is cancelled in writing by the client prior to the duration.
4.4 At times Neobreak might need some forms of assistance by the client in order to successfully complete the project in a timely manner.
4.5 The client acknowledges that subcontractors are possible to be assigned for the completion of the project.
5 Software development and coding
5.1 Neobreak retains the rights in the code, coding methodologies and functionality and its use in other applications of similar nature. Such code must not be resold as a product or transferred as business assets.
5.2 We hold the rights to retain the ownership of any software we develop. The software is only licensed for use and modification by the client, unless an agreement is signed between both parties where copyright remains with the customer.
5.3 Web development does not include technical support unless an agreement is made by both parties prior to the project completion date.
6 Copyrights and trademarks
6.1 Graphics, photos, text, designs, trademarks or other artwork supplied to Neobreak must be rightfully owned by the client, or rightful permission must have been granted to use them. The client agrees to hold harmless, protect, indemnify and defend Neobreak and its subcontractors from any liability arising from the use of such elements by the client. Any work, ideas, discoveries, inventions, patents, products, or other information developed by Neobreak in collaboration with the client shall remain the intellectual property of Neobreak.
6.2 We retain copyrights and reserve all rights for any contents developed by us such as software, patents and/ or technological inventions.
6.3 All files such as application files, images and/ or databases shall remain the property of Neobreak.
6.4 Neobreak holds the right to use all created artwork for the purpose of constant upgrades of our folio. All artwork is to be recognised as Neobreak’s creation.
6.5 The client agrees to grant permission for Neobreak to reproduce, use, display, disclose, exhibit, transmit, and distribute any material from their web site unless an agreement is made otherwise.
6.6 The client acknowledges that any ideas, techniques, know-hows or concepts acquired during project work may be used by Neobreak for any purpose, unless specifically agreed otherwise.
7 Limitation of liability
7.1 Neobreak will not accept liability for any loss or damage (including consequential loss or damage) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly with respect to the service.
7.2 We cannot guarantee that the Service will be 100% error free and the client shall acknowledge that this agreement shall not be terminated as a result of the occurrence of such errors.
7.3 Neobreak reserves the right to suspend any services related to the client in an event of the client failing to fulfil any obligations stated in this agreement.
8.1 We shall not be obliged to support the Service, whether by providing advice, training, error correction, modification, updates, maintenance or otherwise, except to the terms specified in this agreement.
8.2 In an event of a failure of or delay in the provision of a Service, you shall not make or prosecute any claim or demand against our contractors or us.
You shall be responsible with persons who access your data, or data presented on your website. We are not responsible for any complaints or inquiries in relation to such data.
8.3 We shall not be liable for any loss or damage of your equipment or software.
8.4 A minimum charge of $100 will be imposed on top of our regular hourly repair/ maintenance fee if hardware that needs to be serviced (e.g. laptop, PC, etc.) needs to be picked up and returned by us.
8.5 A one-hour travel fee will be charged if the client misses an appointment at their premises.
8.6 The client acknowledges that Neobreak will not be responsible for any delays, down time and/ or data loss caused by Internet Service Providers (ISPs) and web hosting companies.
9 Technical support, changes and maintenance
9.1 Neobreak may offer technical assistance via telephone and/ or email when necessary, unless an agreement specifies otherwise. Queries taking more than 15 minutes may be charged at our regular hourly rates.
10 Contents of web pages and undertakings
10.1 Any website contents submitted to us are the client’s responsibility. We are not responsible for any error-checking unless a specific agreement is made.
10.2 We are not obliged to make any modifications or improvements to the contents of your website unless specified by the client.
10.3 The client agrees to warrant that any materials provided for web development by Neobreak do not infringe any rights of the third parties. The client shall indemnify Neobreak against any action taken by any such third party.
10.4 Neobreak will not be held responsible for any third party rights infringement that may be caused by the client.
10.5 The client holds sole responsibility for dealing with persons having access to their data or web sites. The client also acknowledges that any enquiries or complaints from such persons regarding the data are irrelevant to us.
11.1 You shall not, without our prior written approval, disclose our confidential information
12 Data security
12.1 Some data may be recorded or monitored by us.
12.2 Your data will not be disclosed prior to your written consent to a third party unless required by law.
12.3 All necessary measures will be taken to ensure that your data is secured and safe from unauthorised access. However, you acknowledge that we are unable to warrant that the unauthorised access of the Data cannot occur.
13.1 Application and variation of these terms
These terms constitute the entire agreement and supersede any prior agreements. Modifications on any aspects of this agreement shall be made without prior notice . You will then be obliged to comply with the modified terms and conditions, otherwise you will not be permitted to use our products and services.
13.2 Dispute resolution
Both Neobreak and the client agree that in an event of a dispute arising as a result of the terms in this agreement, attempts in good faith by both parties will be carried out to ensure that the matter is resolved before resorting to court procedures.
13.3 Communications in writing include the uses of letters, faxes or emails.
13.4 Any claim for faulty product and/ or service is to be notified within seven (7) days of the provision of the work to the client and prior to receipt of written confirmation of the disclaimer document by the client. Any claim is only limited to resubmission of the work with no liability for consequential or any other loss.
13.5 Neobreak endeavours to ensure correctness and accuracy of our products and services. However, final inspection of the contents, layout and spelling is your responsibility. Verbal approvals will not be accepted. Written confirmation will be required. The client confirms the final work by signing the disclaimer document before any material is released to the client.
13.6 Uses of templates in website development
Neobreak reserves the right to make use of templates for the purpose of building a website. The client shall acknowledge that there might be additional charges regarding template usage and selection when applicable.
13.7 Our policy against spamming
Neobreak are strictly against spamming and will never attempt to initiate spamming in any circumstance. Please contact us if you happened to receive any spam messages so that we could have them verified.
Spam refers to any commercial messages:
- That serve the purposes of providing offers, advertisements, and/ or promotions for business or investment opportunities. It also includes messages distributed for the purpose of assisting another person to dishonestly gain from that person;
- Distributed to recipients who are not known to you, who have not requested the material, or who have not granted permission for the mail to be sent to them; and/ or
- Delivered via electronic means including email, discussion groups, fax, SMS, MMS and online instant messages.
13.8 Your obligation during the term of this agreement – You shall:
- Act in good faith towards us and provide any assistance and cooperation as requested by us;
- Not make or publish any false, misleading, deceptive statement or information in regards to the Service or our company which may cause any liability to us; and
- Ensure that terms and conditions of use and/ or notices and warnings (e.g. on e-commerce websites) are displayed clearly and strictly in accordance to our regulations.
14 Contact Us
Please do not hesitate to contact us if you have any enquiries regarding these Terms and Conditions.