Terms & Conditions For Web Design And Hosting Service
1. In this Agreement, the following terms shall have the meanings set out opposite them as follows: -
   
"Agreement" means these terms and conditions as amended from time to time, the Quotation and YPS' various relevant standard terms and conditions governing the Services in printed or electronic form and which are available upon request or can be viewed from www.yps.com.sg/terms.html.
   
"Client" means the person, firm, company or corporation named in the Quotation who has engaged YPS to provide the Services and has accepted the Quotation issued by YPS.
   
"Client Content" means the material provided by the Client to be incorporated into the Web Site.
   
"Deliverables" means the Web Hosting Services and Web Site Design & Development Services as set forth in the Quotation and "Deliverable" shall mean any one of them as the case may be.
   
"Server System" means the hardware and software system owned or licensed by the Internet Service Provider.
   
"Developer Tools" means the software tools of general application, whether owned or licensed to YPS which are used to develop the Web Site.
   
"Fees" means the fees and charges set forth in the Quotation
   
"Internet Service
Provider"		 means an internet service provider which maintains the Web Site on the World Wide Web portion of the internet.
   
Quotation" means the quotation overleaf duly signed by the client which shall consist of:-
 
(a) Description of Web Hosting Services;
(b) Specifications for Web Site Design & Development;
(c) Description of Web Site Maintenance & Support Services; and
(d) Fees for the Services
"Specifications" means specifications for the Web Site as set forth in the Quotation.
   
"Web Site" means the site to be developed for Client on the Internet.
   
"Web Site Content" means the graphic user interface, text, images, music and other material of the Web Site developed by YPS under this Agreement and which is visible to World Wide Web browsers and software developed by YPS under this Agreement to implement the Web site but shall exclude Developer Tools.
   
"Web Hosting
Services"		 means hosting an account for Client on YPS' domain server and for the amount of storage space as set out in the Quotation.
   
"Web Site Design
& Development
Services"
 means designing and developing the Web Site for Client in accordance with the Specifications
   
"Web Site
Maintenance &
Support Services"		 means maintaining the Web Site for Client and providing technical support in respect thereof the manner set out in the Quotation.
   
2. APPLYING FOR THE SERVICES
   
  By signing the Quotation, Client agrees to be bound by and shall comply with this Agreement. In the event of conflict between these terms and conditions and YPS' various standard terms and conditions, the former shall prevail.
   
3. SCOPE OF SERVICES
   
3.1 YPS shall provide the following services during the term of this Agreement: -
 
 
3.1.1 the Deliverables; and
   
3.1.2 Web Site Maintenance & Support Services
   
(collectively referred to as "the Services")
   
3.2 YPS shall deliver all Deliverables for the Web Site and provide the Web Site Maintenance & Support Services in the manner set out in the Quotation and for the period of time and Fees stated therein. Full descriptions and details of the Services can be found in the Quotation.
   
3.3 YPS agrees to comply with all reasonable requests of the Client as to the manner of delivery of all Deliverables, which may include delivery by electronic means.
   
4. GRANT OF LICENCE
   
4.1 YPS hereby grant to Client a non-exclusive and non-transferable licence to access and/or upload or cause to be posted file and/or any content onto YPS' network and a non-exclusive licence to use any software product ("Software") provided by YPS and any accompanying documentation for the purpose it is provided for under this Agreement and not for any other purpose.
   
4.2 YPS however reserves the right to revoke such licence in the event that it is found that Client is using the software for purposes other than the purpose for which it is provided for under this Agreement.
   
5. FEES
   
5.1 Client shall pay to YPS the Fees.
   
5.2 YPS may require full or part payment of the Fees prior to commencement of any work in respect of the Services as a condition of this Agreement.
   
5.3 Except as stated in Clause 5.2, YPS shall invoice for the Services upon completion and delivery of the Services stated in the Quotation.
   
5.4 Additional charges at YPS' prevailing charges will be charged for any additional services in excess.
   
5.5 Interest at the rate of 8% p.a. is payable on payment outstanding 30 days after due date.
   
5.6 Client shall notify YPS in writing of any disputed charges within 14 days of the date of the invoice, failing which the Client shall be deemed to have waived any right to dispute such amounts.
   
5.7 FFailure of client to fully pay any part or whole of the Fees when due shall be deemed a material breach of this Agreement justifying suspension of the performance of the Services and/or termination of this Agreement at YPS' option. Any suspension or termination does not relieve the Client from the obligation to pay all amounts due to YPS under this Agreement. In the event of a suspension and upon reactivation request by the Client, reactivation of services will only be performed during YPS' regular office hours (Mon - Fri: 9am - 5pm).
   
6. TESTING AND ACCEPTANCE
   
6.1 YPS shall conduct all tests which in its opinion are relevant to be conducted in respect of the Deliverables. All necessary corrections as a result of such testing shall then be made prior to delivery to the Client. Upon receipt of a Deliverable, the Client shall have a period of 7 days within which to test the Deliverable ("the Acceptance Period") and to notify YPS in writing of its acceptance or rejection based on its test results with respect thereto. If no notice of rejection is given within the Acceptance Period, the Deliverable will be deemed to be accepted. [Where all Deliverables have been delivered and accepted by the Client, payment for the Deliverables shall become due and payable].
   
6.2 If the Client requests that YPS correct errors in any Deliverable, YPS shall have 3 days of such notice or such longer period as is reasonable in the circumstances submit at no additional charge, a revised Deliverable in which such errors have been corrected. Upon receipt of the corrected Deliverable, the Client shall have an additional 3 days to test the Deliverable and either accept it and make payment of the Fees due and payable or request YPS to make further corrections to the Deliverable to meet the Specifications and repeat the correction and review procedure set forth in this Clause 6.2.
   
6.3 For the avoidance of doubt, the "errors" referred to in Clause 6.2 refer to any failure of the Web Site to meet the Specifications and/or to operate with the Server System.
   
7. YPS' WARRANTIES
   
7.1 YPS warrants that it shall use its best endeavours to provide the Services in accordance with the Quotation.
   
7.2 Except as specifically stated herein, YPS grants no other warranties (other than as provided set out above) regarding the fitness for purpose, performance, use, quality or merchantability of the goods, whether express or implied, by statute at common law or otherwise howsoever.
   
8. CLIENT'S WARRANTIES AND UNDERTAKINGS
   
8.1 Client warrants that as regards the Client Content and Web Site:-
   
 
8.1.1 they will not infringe the copyright, trademark, trade name, designs, patent, know-how, any industrial property or intellectual property of any third party or entity;
   
8.1.2 they will not be or be likely to be obscene, offensive, illegal, scandalous or libelous or defamatory of any person or entity and Client will indemnify YPS against any liability in respect thereof and shall pay all costs and expenses which may be incurred thereto;
   
8.1.3 they are legal, decent, honest and comply with the requirements of YPS and that of any prevailing Singapore law and they do not breach any codes, standards or requirements of any relevant authority or body or industry codes of practice;
   
8.1.4 they do not comprise and cannot be used for any purpose or activity of an illegal, fraudulent or defamatory nature;
   
8.1.5 they has the right or obtained all necessary licences, copyrights, approvals and permissions from all relevant authorities and parties to use the Client Content in the form of materials, photographs, names or representations in respect of provision of the Services and if any demand, claim or criminal charge arising therefrom is made against YPS, it will indemnify YPS from any such costs damages, fines, penalties or charges;
   
8.1.6 it is authorized, entitled to permit YPS to use the Client Content in relation to the Services;
   
8.1.7 all statements, representations (including but not limited to pictorial representations) and references found in the Web Site are accurate and true and not defamatory of any person;
   
8.1.8 it is solely responsible for and liable in respect of the content, accuracy and completeness of the Client Content and Web Site, YPS shall not bear any responsibility nor liability for any damages or losses whatsoever suffered or incurred by any party through the use of the information provided by the Web Site; and
   
8.1.9 the individual who signs on his behalf is duly authorized to enter into this Agreement.
   
8.2 Client undertakes to YPS that:-
   
 
8.2.1 it shall make prompt payment of the Fees and all other sums due under this Agreement; and
   
8.2.2 it shall be responsible for its own independent back up of data stored on YPS servers. YPS is not responsible for any loss of information or date.
   
9. INTELLECTUAL PROPERTY
   
 
9.1

All copyright and intellectual property to the Website development and design layout programming and all graphics produced by YPS shall belong to the property of YPS without withhold in full. Any additional materials provided by the client shall be returned to the client upon request within the given time frame of three (3) months after the activation of services.
   
9.2 If not specifically assigned in writing to the Client, YPS retains all copyrights and intellectual property right to any and all material, designs, discoveries, products, programs, routines, procedures, processes, formulas, know-how, techniques, improvements, developments, drawings, notes, documents, elements, information and materials made, conceived or developed by YPS alone or with others in the performance of the Services.
   
9.3 For the avoidance of doubt, all modifications to the Website shall automatically become the copyright or intellectual property right of YPS until all outstandings are paid.
   
9.4 Client agrees that YPS may retain a copy of the original site to be displayed in YPS' portfolio.
   
10. EXCLUSION OF LIABILITY AND INDEMNITY
   
10.1 YPS and its agents shall not be liable to Client or any third party for any indirect or consequential loss or damage or for any loss of data, profit, revenue or business, whatsoever and howsoever caused whether arising out of any negligence (with the exception of death or personal injury resulting from negligence) or breach of these terms and conditions or otherwise even if that loss or damage was foreseeable by, or the possibility of it was brought to the attention of YPS. In the event that YPS is liable for any loss, damage or claim, its liability shall not exceed 100% of the Fees received by it from Client. Such limitation does not however cover the case of death or personal injury resulting from negligence.
   
10.2 Client shall indemnify and hold YPS, its associates, business partners or employees harmless at all times against all actions, proceedings, costs, claims, expenses (including legal costs on a fully indemnity basis), losses (whether direct, indirect or consequential) and damages (whether in tort, contract or otherwise) whatsoever which YPS may sustain, incur, suffer, or paying arising out of, in connection with or pursuant to, these terms and conditions or to the use of the Services by Client or any act or omission of the Client thereof, in particular in relation to any breach and / or non- compliance by the Client of the terms and conditions herein. This indemnity shall be separate and independent obligation from any other obligation owing to YPS.
   
11. TERM AND TERMINATION
   
11.1 This Agreement shall commence on the date of signing of the Quotation and continue without limitation unless earlier terminated due to the happening of any one or more of the following events:-
   
 
11.1.1 client has breached any of the terms and conditions of this Agreement;
   
11.1.2 if Client is unable to pay its debts when due or commits an act of bankruptcy or insolvency;
   
11.1.3 if Client ceases or threatens to cease carrying on its business carried on as at the date hereof;
   
11.1.4 if any resolution is passed or a petition is presented against Client for bankruptcy liquidation winding-up or dissolution or for the appointment of a judicial manager, or a liquidator receiver trustee judicial manager or similar official is appointed or if execution or any form of action is levied or taken against any of the Licensee's assets;
   
11.1.5 if there is any change or threatened change of circumstances which would materially and adversely affect the business or financial condition of Client or its ability to perform its obligations under this Agreement; and
   
11.1.6 if Client has acted dishonestly in its dealings with YPS under this Agreement or made any misrepresentations whatsoever.
   
11.2 In the event of termination of this Agreement for whatever reason:-
   
 
11.2.1 YPS may remove Client's Web Site from the Server;
   
11.2.2 YPS may immediately cease provision of the Web Site Maintenance and Support Services;
   
11.2.3 YPS is entitled to immediately receive payment of Fees in respect of all Services provided up to the date of termination;
   
11.2.4 All outstandings due under the Agreement for the remainder of the Term or renewed term shall become immediately due and payable; and
   
11.2.5 Any antecedent rights and liabilities of either party shall not thereby be prejudiced or impaired.
   
12. GOODS AND SERVICES TAX (GST)
   
  All prices quoted shall be exclusive of Goods and Services Tax (GST) and any relevant taxes and duties. Client shall be liable for any GST and relevant taxes and duties at the prevailing rates prescribed by the laws of Singapore or any other relevant laws.
   
13. ASSIGNMENT
   
13.1 Client shall not be entitled to assign, transfer, dispose, sub-contract the benefit and/or burden of this Agreement to any party without YPS' prior written notice.
   
13.2 YPS shall be entitled to assign, transfer, dispose, sub-contract or in any manner make over the benefit and/or burden of this Agreement to an Affiliate or to any company which it may merge or to any company to which it may transfer its assets and undertaking provided that such Affiliate or other company undertakes and agrees in writing to assume, observe and perform the rights and powers and/or duties and obligations of YPS under the provisions of this Agreement being assigned transferred or otherwise made over.
   
13.3 This Agreement shall be binding upon the successors and assigns of the parties and the name of a party appearing herein shall be deemed to include the names of its successors and assigns provided always that nothing shall permit any assignment by either party except as expressly provided.
   
14. WAIVER
   
  The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power privileges that it has or may have hereunder operate as a waiver of any breach or default by the other party.
   
15. AMENDMENT AND SEVERABILITY
   
  None of the provisions herein may be varied or amended except by the written agreement of the parties and signed by their respective authorized representatives thereof. In the event that any provision of this Agreement is found to by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal for any reason, such invalidity, unenforceability or illegality shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.
   
16. ENTIRE AGREEMENT
   
  This Agreement constitutes the entire agreement between the parties. Each party confirms that it has not relied on any representation not recorded in this document inducing it to enter into this Agreement.
   
17. FORCE MAJEURE
   
  Neither party will be liable for any delay or failure to perform its obligations pursuant to this Agreement as a result of any cause beyond its reasonable control; including but not limited to acts of God, acts of governments, acts of terrorism, hostilities between nations, war, strikes, boycotts, lockouts, industrial and labour dispute, infectious diseases epidemics as well as travel restrictions due to such events. If such delay or failure continues for at least 90 days, either party will be entitled to terminate this Agreement by notice in writing.
   
18. GOVERNING LAW
   
  This Agreement is governed by the laws of Singapore and the parties hereby agree to be bound by the non-exclusive jurisdiction of the Singapore courts.
   
19. CONTRACTS (RIGHT OF THIRD PARTIES)
   
  Nothing in this Agreement shall confer on any person who is not a party to this Agreement a right to enforce any terms of this Agreement and the provisions of the Contracts (Rights of Third Parties) Act (Chapter 53B) which might otherwise be interpreted to confer such rights to such persons shall not apply and are expressly excluded from applying to this Agreement and no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of this Agreement.
   
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