1.1. These terms and conditions together with any Quotation and Site Specification given to the customer form the contract between Exord and the customer. These terms supersede any prior verbal agreement. Any deviation from these terms must be agreed in writing on the order form.
1.2. Exord is not responsible for the performance of third party services that are introduced to the customer.
1.3. The customer agrees that Exord can use the customer’s company name in its own customer list. If the customer does not wish to appear on the Exord customer list, Exord will remove them at the customer’s request.
1.4 Exord is an online service owned and operated by Exord UK Pte Ltd in Europe and Japan, and Exord Pte Ltd in the countries other than this. Exord UK Pte Ltd is 100% owned by Exord Pte Ltd.
2.1. The customer’s signature on the quotation order form is evidence that it will:
2.1.1. Provide all data reasonably required by Exord to complete the contract within a reasonable period of time.
2.1.2. Maintain a retrievable record, copy or original, of all data provided to Exord, who will not be responsible for loss or damage to any data.
2.1.3. Use the product or service provided by Exord only for the purposes of its own business.
2.1.4. Not sell or franchise the product or service to any third party without express permission from Exord.
2.2. The customer warrants that it owns all the data required for the services to be performed hereunder and has absolute rights to use such data for such purposes.
2.3. For web design projects a “Site Specification” will be issued which will detail customer expectations and the anticipated time length of the project.
Failure on behalf of the customer to meet these expectation deadlines may result in a delayed project. At the discretion of Exord an interim payment of the total project value may be charged for projects that are delayed by the customer failing to meet their expectations as detailed in the Project Specification.
2.4. Exord will:
2.4.1. Act professionally at all times to preserve the customer’s intellectual property or other rights in its information or materials.
2.4.2. Comply with reasonable requests of the customer and deal cordially with its representatives.
2.4.3. Be responsible for the accuracy and comprehensiveness of the data supplied in relation to a project.
2.4.4. Use its best endeavours to provide within the anticipated time length of the project a site that substantially meets the requirements of the Site Specification. Following completion of the site Exord will provide to the customer, free of charge, a 1 month site maintenance support service. Any software “bugs”, spelling errors and functionality failures will be rectified free of charge during this period. This service does not include any design modifications, functionality changes or site enhancements. Such items are subject to a separately negotiated maintenance agreement or one-off amendment charge.
3.1. The customer may at any time request variations to the Site Specification by written notice to Exord.
3.2. Within 5 working days of receipt of a request for variation or such other period as may be agreed Exord shall indicate by notice in writing to the customer the terms upon which Exord will perform the requested variation, including the effect of the variation on the price payable by the customer.
3.3. If Exord serves a notice pursuant to 3.2 above the customer shall within 5 working days of the date of Exord written notice elect by written notice to Exord whether or not it wishes the variation to proceed. In the absence of a customer’s notice Exord shall assume the variation is not to proceed.
4.1. The customer will be invoiced in accordance with the timetable.
4.2. All fees quoted are in Singapore Dollar/Japanese Yen and must be paid in these currencies.
5.1. Exord and its suppliers retain all intellectual property rights, interests and title in and over their website designs, products and systems and all trade secrets, copyright, patent rights, ideas and any other intellectual property rights in relation thereto remain the exclusive property of Exord or its suppliers. For the avoidance of doubt at no time shall any rights, interests or title in any intellectual property pass to the customer notwithstanding domain names registered on behalf of the customer.
5.2. Exord grants to the customer a royalty free, world-wide, non-exclusive license for the following uses of the customer’s website:
5.2.1. the promotion of the customer’s business or activities using the Internet.
5.2.2. the marketing and advertising of the customer’s business or activities including the reproduction of screen shots in print and electronic media within the customer’s organization and externally.
5.3. The customer is and shall remain fully responsible for all website content (text, pictures and other types of information featured on the website) and is liable to any actions or claims arising out of any actual or alleged infringement of any patent, copyright or trade secret in respect of that content.
5.4. Exord accepts no liability for any loss, damage, costs or liability suffered by the customer in the event that the use of third party software triggers a claim by any party that their intellectual or other property rights have been infringed. Should Exord have any rights against the owners of such third party software it will endeavour, at the customer’s expense, to enforce such rights for the customer’s benefit.
6.1. The contract for the registration of domains is between the customer and the appropriate Naming Authority. Exord cannot guarantee that customers will be able to register any requested name and until customers have been given specific confirmation of registration they cannot assume that registration has been affected.
6.2. The responsibility for ensuring that the customer’s choice of domain name does not infringe the rights of a third party lies with the customer. The customer agrees to defend, indemnify and hold harmless Exord against liabilities arising in respect of any such infringements.
7.1. Exord’ entire liability to the customer in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or tortuous act or omission including negligence arising under or in connection with this agreement shall be strictly limited to the charge specified in the customer contract.
7.2. Exord will have no further liability for any loss, damage, costs or liability whatsoever which the customer may incur including without limitation lost sales, profits, indirect and or consequential losses. In particular and without limitation Exord shall not be liable to the customer as a result of any virus introduced or passed on to him. The customer is strongly advised to have their own anti-virus software in place.
7.3. Exord shall not be responsible for any loss or failure caused by the fault of any Internet service provider or the incompatibility of its software with any third party. Exord does not represent or warrant that a customer’s URL will achieve a favourable position, or any position, within search engines.
7.4. Neither party to this agreement shall be liable for any failure or delay in performance of this agreement due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
The customer agrees to defend, indemnify and hold harmless Exord against liabilities arising out of any material supplied by the customer infringing or allegedly infringing on the proprietary rights of a third party.
Exord will use all reasonable endeavours to complete its obligations under the customer contract. If Exord is unable to do so for reasons beyond its reasonable control it may terminate the customer contract by giving 30 days notice in writing. In such circumstances, Exord shall render an invoice for such part of the service or product that has been delivered or completed and not previously billed.
10.1. The customer shall not assign, transfer or sub-contract the benefit and/or burden of this agreement without the prior written consent of Exord.
10.2. Exord may assign, transfer or sub-contract the benefit and/or burden of this agreement.
Each party to this agreement will at all times keep confidential information acquired in consequence of this agreement, except for information which they may be entitled or bound to disclose under compulsion of law or where requested by regulatory agencies or to their professional advisers where reasonably necessary for the performance of their professional services.
If any provision of this agreement is held to be void or declared illegal, invalid or unenforceable for any reason that provision shall be divisible from this agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected.
This agreement shall be governed by and construed in accordance with the laws of Singapore.
Exord Group
Exord Pte. Ltd.
Exord UK Pte Ltd
