Terms of Business

By accessing and using the Service(s) provided by Windel Solutions (the “Company”), the client of the Company (the “Client”) accepts and agrees to be bound by the terms and provisions contained in this document (“Agreement”). For the purposes of this Agreement, the Client and the Company shall collectively be referred to as the “Parties”.

Document Sections

General Terms Service Annexes Performance Campaigns

GENERAL TERMS

1 Terms of Business

1.1 The Client agrees that this Agreement shall continue for a period as shall be agreed between the Company and the Client (the “term”) in writing from the date of this Agreement.
1.2 Once the “term” as set out in the Service Agreement is reached, the campaign will continue to roll on a monthly basis until the Client provides the Company thirty (30) calendar days’ written notice of its intention to terminate this Agreement.
1.3 The Client shall determine which Services it requires and shall enter into an individual service agreement with the Company detailing the exact scope of services required by the Client (“Service Agreement”).
1.4 This Agreement shall be an addendum to the Service Agreement and this Agreement and the Service Agreement shall be read and construed as one document (i.e. this Agreement shall be construed to be part of the Service Agreement). In the event of any conflict between the terms of this Agreement and the Service Agreement, the terms of the Service Agreement shall prevail to the extent of such conflict.
1.5 Any additional work not having been previously agreed to by the Client and the Company in writing (pursuant to the Service Agreement) shall be required to be agreed to in writing by both Parties. The Company shall have the right to charge additional fees for the respective additional scope of work as agreed upon between the Parties from time to time. The additional work and additional fees shall be set out in an addendum or a new Service Agreement and signed by both Parties.

2 Company’s Obligations

Assignment of Account Manager

2.1 An account manager (who is an employee of the Company) shall be assigned by the Company.
2.2 The account manager shall be responsible for communicating with the Client and optimising the digital marketing campaigns with the in-house execution team based on the Service Agreement and Client’s expectations.

2.3 During the term, the Company shall:
a) Provide the Services to the Client in accordance with the requirements of this Agreement and the Service Agreement;
b) Perform the Services with all due care, skill, and ability;
c) Promptly notify the Client of any expected delays or problems in providing the Services and any circumstances that may prevent proper and timely delivery of the Services;
d) Upon the Client’s reasonable request, promptly provide such information and reports of the Company in connection with the progress of performing the Services;
e) Comply with all laws and regulations applicable to the Services, including those relating to anti-bribery, anti-corruption, and data protection.

3 Client’s Obligations

3.1 The Client shall pay the Company the relevant fees upfront as shall be advised by the Company in writing, in consideration for the performance of Services (“Management Fees”).
3.2 The Management Fees may be made by the Client to the Company by way of bank transfer, cheque, PayPal, PayNow, or online direct debit via the Company’s secure online payment portal.
3.3 All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).
3.4 The Company shall commence the provision of the Services, the scope of which has been agreed in the Service Agreement, to the Client upon receipt of the Client’s first payment. Thereafter, the Client shall pay the balance of the Management Fee within seven (7) calendar days upon receipt of ongoing invoices issued by the Company.
3.5 Where the Client fails to make payment to the Company in accordance with the terms of this Agreement, then the Company shall, at its sole and absolute discretion, have the right to collect late-payment charges of five per cent (5%) per month on any outstanding balances of the Management Fee(s).
3.6 The Client acknowledges and agrees that the Client shall not be entitled to any refunds once the payment has been made to the Company by the Client except subject to Section 9 of this Agreement.
3.7 The Client undertakes that it shall comply with the timelines agreed upon between the Company and the Client in order to avoid any delay whatsoever with regards to the approval processes, content uploading, content approval, and/or web development implementation.

4 Foreign Exchange Rates

4.1 Where any of the Management Fees payments under this Agreement involves a cross-border transaction, the relevant exchange rate shall apply as follows:
a) The exchange rate as at the date of invoice shall be applicable.
b) The Client shall use an exchange rate as prescribed by a bank based in Singapore.
c) The Company shall specify the exact exchange rate (either the average exchange rate or bank rate) on invoicing.

5 Intellectual Property

5.1 The Client further represents and warrants that the Client shall not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any content created or provided by the Company, unless the Company has given the Client express written consent to do so.

5.2 Definitions:

“IP” (Intellectual Property) means advertisement copy, creative assets, patents, copyright, trademarks, service marks, trade names, domain names, logos, get-ups, inventions, database rights, trade secrets, and processes.
“Background IP” means IP in or in connection with the Services which is created prior to or independently of this Agreement.
“Foreground IP” means IP which results from or is generated pursuant to or for the purpose of this Agreement (including campaign concepts, structure, and creatives).

5.3 Nothing in this Agreement shall affect any person’s right to own or licence Background IP.
5.4 Unless otherwise stated in this Agreement, all Background IP and Foreground IP created by the Company shall vest in the Company. All Foreground IP created by the Company shall be transferred to the Client at the end of the full contract term.

6 Data Protection

6.1 The data collected during the term of this Agreement (including customer databases, names, email addresses, and phone numbers) shall be exclusively used for the Client. The Company shall comply with all data protection legislation in force, including the Personal Data Protection Act 2012 (PDPA) of Singapore.

6.2 The Company shall:
a) In relation to the discharge of its obligations under this Agreement, comply with the PDPA;
b) Ensure that personal data is protected against loss, unauthorised access, use, modification, or other misuse;
c) Not use personal data other than for the purpose of performing its obligations, unless required by law;
d) Not disclose personal data without the prior written consent of the Client, unless required by law;
e) Not transfer any personal data outside of Singapore without the prior written consent of the Client;
f) Immediately notify the Client if disclosure is or may be required by law; and
g) Comply with such other privacy and security measures as reasonably advised by the Client in writing.
6.3 Nothing in this Clause is intended to limit any obligation of the Company under the PDPA with respect to personal data.

7 Confidentiality

7.1 “Confidential Information” means any information (oral or written) disclosed between the Parties, including info relating to the existence/provisions of this Agreement, or any studies/analyses derived from it.

7.2 Each Party undertakes to keep confidential and not disclose to any third party any Confidential Information concerning the business, affairs, or clients of the other Party without prior written consent.
7.3 No Party shall use another Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
7.4 The confidentiality obligations shall not apply to information that:
a) Becomes generally known to the public through no breach of this Agreement;
b) Was already lawfully in the receiving Party’s possession prior to disclosure;
c) Is required to be disclosed by applicable law or competent authority; or
d) Is disclosed to bankers, financial advisers, or legal counsel under equivalent confidentiality terms.

8 Dispute Resolution

8.1 In the event of any dispute or disagreement, the Parties shall first refer the Dispute to a senior officer or Director of each Party for amicable resolution.
8.2 If the Dispute is not resolved within thirty (30) calendar days, the Parties shall proceed to mediation at the Singapore Mediation Centre.
8.3 Either Party shall be entitled to commence proceedings in the Small Claims Tribunal in the event of the Dispute not being resolved within thirty (30) calendar days.

9 Termination

9.1 The Client shall give feedback within agreed timelines. The Company reserves the right to terminate this Agreement (giving 7 days’ prior notice) in the event that:
a) The Client does not respond within ten (10) Business Days;
b) The Client’s instructions deviate from this Agreement and the Client refuses to pay additional fees;
c) The Client fails to provide requested content within deadlines; or
d) The Client has outstanding unpaid invoices for more than thirty (30) days.
9.2 “Business Day” refers to any day except Saturdays, Sundays, or public holidays in Singapore.
9.3 If the Company terminates under Clause 9.1, the Client shall pay 50% of the remaining balance up to the first free option to exit (“Balance Payment”).
9.4 Either Party may terminate by giving one (1) month’s written notice. For early termination of fixed-term contracts, the Client is liable for 50% of the Balance Payment (not applicable for monthly rolling contracts).
9.5 Either Party may terminate immediately in writing if the other party commits fraud, dishonesty, or becomes insolvent.
9.6 Termination shall be without prejudice to any rights and obligations accrued prior to termination.
9.7 Upon termination, each Party shall:
a) Immediately return or destroy all Confidential Information received; and
b) Securely erase all softcopies of Confidential Information in storage media.
9.8 The Company shall not suspend, change, or retain usernames and passwords owned by the Client upon termination.
9.9 If the Client terminates after payment but before the campaign starts, a 15% handling fee of the total contract value applies.
9.10 One-Off Deliverables Payment Upon Exit: If early exit is exercised, fees for amortised one-off deliverables (e.g., press releases) distributed over the term become immediately due in full.

10 Notices

Any notice under this Agreement shall be in writing and deemed served if delivered by email, hand, prepaid registered post, or courier to the addresses specified in the Service Agreement.

11 Limitation of Liability

11.1 Neither Party is liable for indirect or consequential losses, including:
a) Loss of revenue, profit, use, or production;
b) Losses associated with business interruption or wasted overheads;
c) Loss of bargain, contract, or opportunity; or
d) Special, indirect, punitive, or exemplary damages.
11.2 The Company’s aggregate liability under contract or tort shall be limited to 100% of the Management Fees paid-up to date.

12-18 General Clauses

12. Non-Employment of Staff: No Party shall solicit or employ the other Party’s staff during the term and for twelve (12) months thereafter.

13. Force Majeure: Neither Party is liable for delays/non-performance due to circumstances beyond control (pandemics, fire, acts of government). If force majeure exceeds 90 days, either Party may terminate with 30 days’ notice.

14. Variation: No variation of this Agreement is effective unless in writing and signed by both Parties.

15. Severability: If any provision is deemed illegal or invalid, the remaining provisions remain in full force.

16. Third-Party Rights: A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act to enforce any terms.

17. Entire Agreement: This Agreement and the Service Agreement constitute the entire agreement between the Parties.

18. Governing Law: This Agreement is governed by and construed in accordance with the laws of the Republic of Singapore.

SERVICE ANNEXES

The Company provides the following Services mapped to specific terms:

Annex A: Google Advertising

Annex B: Social Media Ads

Annex C: Other Platform Ads

Annex D: Landing Page Design

Annex E: SEO Campaigns

Annex F: Premium Writing

Annex G: Reputation (ORM)

Annex H: Reddit & Forums

Annex I: Creative Design

* The Client acknowledges that the Company makes no warranty that any of the Services provided will generate a guaranteed increase in sales, profits, or business activity.

PERFORMANCE CAMPAIGNS (Annexes A, B & C)

1. Platforms and Channels

1.1 Services are delivered via Google, Meta (Facebook and Instagram), TikTok, and LinkedIn.
1.2 Separate channels require individual campaign set-ups and optimizations, and incur separate Management Fees.
1.3 The Client shall scope target markets and channels before signing. Changes made post-setup will incur additional charges.

2. Ownership of Campaign Set-Ups and Ad Accounts

2.1 Campaign Set-Up includes monitoring links, tracking implementations, media planning, and kick-off structures.
2.2 Campaign Set-Up structures are proprietary to the Company. Campaign structure Foreground IP transfers to the Client at contract end.
2.3 If the Company creates the Ad Account:
a) The Company retains ownership during the campaign. Google Ad Accounts transfer to the Client upon termination (Meta, LinkedIn, and TikTok accounts are non-transferable). b) The Client will not have direct login access; updates are provided via monthly reports.

3. Prepayment of Media Spend

3.1 Prepaid media spend is non-refundable. Unused media spend carries forward to subsequent months.

Specific Annex Terms

Annex A, B & C • Advertising

The Client agrees to provide Google Analytics access, page login credentials, copy suggestions, and branding files. To prevent budget wastage, the Client must not make changes to active campaigns without prior written consent. The Company is not liable for outcomes if unauthorized changes are made.

Annex D • Landing Page Services

Includes custom landing page design, two (2) rounds of minor design revisions, and up to 300 words of copy. Delays in client feedback or approvals will result in overall project delays.

Annex E • SEO Campaigns & Guarantees

The Client must provide website FTP/cPanel/CMS access. If access is delayed past 30 days, the Company will deliver Recommendations for the Client to implement manually, and invoicing continues.

SEO Keyword/Traffic Performance Guarantee: If the Company fails to achieve agreed milestones, the Company will provide services at no cost for up to ninety (90) calendar days. If guarantees remain unmet after 90 days, the Client may terminate. Guarantees are voided if onsite changes are overwritten, the site goes offline, algorithm updates are not implemented, or if the site is compromised.

Annex F & G • Content & Reputation Management

Content: If content is not approved within ten (10) Business Days, the Company is authorised to publish it directly if access is available.
Reputation (ORM): The Client authorizes the Company to optimize tags and code on target profiles/microsites. If milestones are not met, the Company will perform services at no cost for up to 90 days, after which the Client may terminate with 30 days’ written notice.

Annex H & I • Reddit & Creative Design

Reddit & Forums: Seeding threads, forum placements, and monitoring subreddits. All community discussions must be coordinated through the Account Manager.
Creative: The Client must provide brand guidelines and assets. The Company accepts no liability for changes in third-party platform approval guidelines.