Terms and Conditions
The following terms (these “Payment Terms”) govern payments you make or receive through www.peeponly.com (the
“Site”), operated by Teckaki Pte Ltd. (1 Scotts Road #24-10 Shaw Centre Singapore 228208).
Please read these Payment Terms carefully before making payments through the Site. By making or receiving payments
through the Site, you accept and agree, on behalf of yourself or on behalf of your employer or any other entity (if
applicable), to be bound and abide by these Payment Terms. These Terms are supplemental to Teckaki’s General Terms
of Service and Teckaki Business Terms of Service, as applicable (collectively, the “Terms & Conditions”).
WEBSITE DESIGN TERMS & CONDITIONS “AGREEMENT”
This Website Design Agreement (“Agreement”), is made and between the purchaser (“Client”), and Teckaki Pte Ltd
(“Designer”) (collectively “Parties”).
1. Scope
This Agreement sets forth the terms and conditions whereby Designer agrees to produce a certain Website for Client.
Designer will be engaged solely and exclusively for the limited purpose of providing a Website for Client. Neither
party is, by virtue of this Agreement, authorised as an agent, employee, or legal representative of the other.
Except as specifically set forth herein, neither party shall have the power to control the activities and operations
of the other and its status at all times will continue to be that of an independent contractor relationship.
The estimated completion date for the Scope of Work is set out prior to payment (“Estimated Completion Date”).
Notwithstanding the foregoing, the Client agrees and acknowledges that the Designer is not making any representation
or warranty that the Scope of Work will be completed on the Estimated Completion Date and the Client shall not hold
the Designer liable for any delays in the performance of the Services. Without limiting any provision of this
Agreement, the Designer agrees to notify the Client if the Designer becomes aware of any risks of delays that may
affect delivery dates and presentation of the final website provided always the Client acknowledges it is not the
duty of the Designer to guarantee that no delays take place.
2. Description of Services and Warranties
The Client hereby engages the Designer, and the Designer accepts such engagement to provide an E-commerce or
Non-E-commerce website services for the Client. Designer represents and warrants that Designer has the knowledge,
skills, and experience necessary to produce the Website.
3. Payment
The Parties agree to the following Payment and Payment Terms:
- Full payment (Due Before Project Start Date)
- Once paid, none of the commitment fees or other fees provided for in this Section shall be refundable under any circumstances.
4. Confidentiality
During the course of this Agreement, it may be necessary for Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Designer in order for Designer to complete the Website in its final form. Designer will not share any of this proprietary information at any time, even after the Agreement is fulfilled. Designer also will not use any of this proprietary information for his/her personal benefit at any time, even after the Agreement is fulfilled.
5. Ownership Rights
Client continues to own any and all proprietary information it shares with Designer during the term of this Agreement for the purposes of the Project. Designer has no rights to this proprietary information and may not use it except to complete the Project. Designer will only customize Client’s Website up to 5% which comprises of;
- Change colour
- Change of logo and banner
- Text changes
- Minor changes such as amending up to 2 sections
Client recognizes that websites generally have a common structure and basis. Upon completion of the Agreement, Client will not own the final website design. Designer continues to own any and all template designs it may have created prior to this Agreement. Designer will further own any template designs, HTML code widgets, CSS, Javascript or other embedded code it may create as a result of this Agreement.
6. Content Standards
The Parties agree that all content within the Service (including content for display in Digital format) will not contain content or other material that (i) promotes illegal activity, (ii) promotes the use of tobacco, sexual aids, birth control, firearms, weapons or similar products; (iii) promotes alcohol, (iv) constitutes religious advertising (except on a local basis, exhibiting time and location for local church services); (v) constitutes political advertising or promotes gambling or (vi) otherwise reflects negatively on Designer or adversely affects Designer attendance as determined in Designer’s reasonable discretion. Designer may, without liability, breach or otherwise, prevent and/or take any other actions with respect to the use or distribution of content that violates the foregoing standards; provided, that with respect to Clause (i)(ii)(iii)(iv)(v)(vi) or (ix), Designer may opt out of such content in the Services.
If the Digital Content Service contains any content that violates the foregoing standards, Designer must remove such content as soon as reasonably practical, but no later than within 24 hours of Designer notifying Client of such violation. If Designer fails to remove such content within such 24-hour period, Client may discontinue the Digital Content Service where such content is shown until the violating content is removed and shall have no liability for such discontinuation. If any other elements of the Service contain any content that violates the foregoing standards, Designer shall at Client’s request, or Designer acting on its own behalf may, upon giving written notice to Client, remove such content immediately.
If Client failed to provide Digital Content within three (3) working days after payment is made, Designer will proceed to start the development using the template design selected by Client upon purchase, including the website content found in the selected template design. If Client failed to provide domain access within three (3) working days upon completion of the scopes, upon giving written notice to Client, Designer will host the website in a staging domain. If Client failed to provide Digital Content within three (3) working days is made and that the Designer has developed the template design selected by Client upon purchase including the website content found in the selected template design and host the website in a staging domain, the project is considered completed. The Client will have thirty (30) days in which to transfer own domain. A failure to action within the specified period shall be deemed to be abandon and forfeiting the entire project, in which case neither Party shall have any obligation to negotiate any type of extension. In such circumstance, the Agreement shall be null and void as though it had never been made, and neither party shall have any liability to the other.
7. Indemnification
Designer and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
8. Representations and Warranties
Designer: Designer represents and warrants that he/she has the right to enter into and perform this agreement. Designer further represents and warrants that he/she has the right to utilise and distribute the designs created for Client and that such designs are not owned by anyone else to Designer’s knowledge. Client: Client represents and warrants that is has the rights to use any proprietary information, including, but not limited to trade secrets, trademarks, logos, copyrights, images, data, figures, content, and the like that it may provide to Designer to be included in this Website. In the event that Client does not have these rights, Client will repay any associated damages
To the fullest extent permitted by law, the Designer shall not be liable to the Client for any indirect, incidental, consequential, reliance, or special damages suffered by the Client (including without limitation damages for harm to business, lost revenues, lost savings, or lost profits suffered by such other party), regardless of the form of action, whether in contract, warranty, strict liability, or tort, including without limitation negligence of any kind whether active or passive, and regardless of whether the parties knew of the possibility that such damages could result. The Client hereby releases the Designer (and the Designer’s subsidiaries and affiliates, and their respective officers, directors, employees, and agents) from any such claim. Nothing contained in this section will limit the Designer’s liability to the other party for (i) willful or intentional misconduct (including gross negligence) or (ii) bodily injury, death, or damage to tangible real or tangible personal property.
9. Disclaimer of Warranties
Designer shall create a Website for Client’s purposes and to Client’s specifications. DESIGNER DOES NOT REPRESENT OR WARRANT THAT SAID WEBSITE WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. DESIGNER HAS NO RESPONSIBILITY TO CLIENT IF THE WEBSITE DOES NOT LEAD TO CLIENT’S DESIRED RESULT(S).
10. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABILE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES ESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY. Survival. Any provision of this Agreement which by its terms imposes continuing obligations on either of the Parties shall survive termination of this Agreement.
11. Dispute Resolution
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing law as well as the law of Singapore. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by Designer will not be subject to arbitration and may, as an exception to this sub-part, be litigated. Notwithstanding any other provision of this Agreement, the Company’s aggregate liability to the Customer for all claims arising out of or relating to the Services supplied shall be limited to the Contract Price or any part thereof that has been paid by the Client, during the twelve (12) months immediately preceding the date the claim arose.
12. Force Majeure
Designer is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
13. Headings
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.
14. Entire Agreement
Modification. The agreement embodies the entire agreement between the Client and Designer relating to the subject matter hereof. This Agreement may be changed, modified or discharged only if agreed to in writing by both parties.
