1. The Client engages Proof Perfect to provide the following one or more of the following services:-
(a) copywriting;
(b) editing
(c) proof-reading;
(d) consultancy;
(e) design;
(f) translation; and
(g) printing
(hereinafter described as "the Work" or "the Revised Work")
2. The client agrees to engage Proof Perfect and Proof Perfect agrees to perform the Work subject to these Terms and Conditions ("the Contract").
3. Upon receipt of 50% deposit and an approved purchase order from the Client (to be governed by these Terms & Conditions) Proof Perfect shall complete and deliver to the Client one copy of the Work in any form or medium as agreed between Proof Perfect and the Client by a date as agreed between them. Proof Perfect is not obliged to keep duplicate copies of all Work submitted to the Client. Proof Perfect is not liable for any loss or destruction of any document or materials submitted to the Client.
4. Following receipt of the Work by the Client (and any revisions requested under Clause 5 below), the Client shall examine the Work within an agreed period ("agreed period"). The Client shall be solely responsible for the accuracy of the Work at all times.
5. During the agreed period, the Client shall give Proof Perfect notice of acceptance ("Acceptance") or rejection of the Work ("Rejection") or advise Proof Perfect of the changes or revisions of the Work ("Revision") which the Client requires to be made. Proof Perfect reserves the right to accept or reject the Rejection.
6. Acceptance refers to an agreement by the Client that Proof Perfect has performed and delivered the Work to the full satisfaction of the Client. Subject to these terms and conditions any Acceptance is final and no further request for Revision will be entertained by Proof Perfect. Proof Perfect reserves its full rights to treat any requests for Revision upon acceptance as new instructions given by the Client to Proof Perfect.
7. The Client shall notify Proof Perfect of any Revision which the Client requires. Proof Perfect shall, within a time period as agreed by Proof Perfect and the Client, effect such changes as are requested by the Client and deliver to the Client one copy of the Revised Work as revised. Proof Perfect is obliged to and shall make up to 2 Revisions only. Any further revision shall be undertaken only at the sole discretion of Proof Perfect. Revision arising out of a change of initial instructions by the Client shall form new Work and shall not be considered as Revision.
8. Upon Acceptance by the Client of the Work or Revised Work as the case may be;
a) Proof Perfect shall execute the final Work or final Revised Work based on such acceptance
b) Whilst Proof Perfect shall use its best endeavours to check for accuracy, any error noticed after Acceptance by the Client shall not be entertained, and the Client shall solely be responsible to bear the costs of amendments, corrections, reprinting or translation. Work translated shall be deemed to be correct if the Client does not raise any query or objection within one week of submission of the Work by Proof Perfect, and no query or objection shall be entertained thereafter.
c) Proof Perfect shall not be liable for any error, loss, damage, expenses or costs arising out of or in connection to the accepted Work or Revised Work which shall be borne by the Client, and the Client shall fully indemnify Proof Perfect in respect of the same.
9. For copywriting, editing, proof-reading, design, translations and printing, Proof Perfect shall read, check, correct and approve all documents and materials submitted to them by the Client and shall return to the Client clearly marked corrected proofs within a time period as agreed by Proof Perfect and the Client.
a) The Client acknowledges that Proof Perfect shall have the right to make alterations to the documents and materials provided by the Client for the purpose of the Work only.
b) If it is necessary in the opinion of the Client for the Work to be read by a legal adviser, the costs relating to such reading and subsequent advice shall be borne wholly by the Client only. Proof Perfect will not be liable for these costs and expenses under any circumstances.
10. Upon confirmation of the Contract herein, Proof Perfect shall issue an invoice to the Client for the provision of the Work or Revision to the Client. The Client undertakes to pay Proof Perfect the charges as stated in the invoice by the due date stated in the invoice or the completion of the Work whichever is later.
11. Upon payment by the Client to Proof Perfect for this Contract, Proof Perfect shall assign to the Client the entire copyright in the Work to the Client. Until full payment is received by Proof Perfect, the entire copyright in the Work shall belong to Proof Perfect.
12. The Client undertakes to indemnify Proof Perfect and keep Proof Perfect at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (on a solicitor and client basis), awards, damages however arising, directly or indirectly as a result of proceedings instituted by any third party against Proof Perfect due to the Work performed and delivered to the Client.
13. Proof Perfect shall not disclose, reveal or make public, except to the professional advisers of Proof Perfect, any information whatever concerning the Work or the business of the Client or this Contract all of which shall be strictly confidential. Proof Perfect undertakes not to use any images or other information or materials provided by the Client for other projects not related to the Work without the Client's express written consent.
14. If either party is of the opinion that the other party is in breach of any material condition or obligation pursuant to this Contract including the Client's obligation to pay Proof Perfect, such dispute shall be dealt with in accordance with the alternative dispute resolution procedure as follows:-
(a) The Client and Proof Perfect undertake that they shall endeavour to negotiate in good faith ("negotiations") to resolve any dispute or claim arising in relation to the Work or this Contract If the dispute is not resolved within 14 days from commencement of good faith negotiations the Client and Proof Perfect shall use their best endeavours to resolve the dispute through an alternative dispute resolution procedure carried out in accordance with the recommendations of the Singapore Mediation Centre.
(b) All negotiations in relation to the matters in dispute shall be strictly confidential and shall be without prejudice to the rights of the Client and Proof Perfect in any future proceedings. If the parties fail to reach an agreement which finally resolves all matters in dispute within 30 days or such further mutually agreed period of having commenced negotiations then either party shall be entitled:-
(i) to refer the matter to a single arbiter agreed upon by the Client and Proof Perfect whose decision shall be final and binding on the parties; or
(ii) to seek such legal remedies as may be appropriate.
(c) In the event the Client loses in its actions, proceedings, claims or demands against Proof Perfect, the Client shall be liable to pay costs to Proof Perfect on a solicitor and client basis.
15. If the Client is found to be in breach of any material obligation on its part under this Contract and the Client shall not have remedied such breach to the extent possible within 30 days of the date of such finding or if the Client shall have been put into liquidation other than for the purposes of solvent reconstruction Proof Perfect shall have the right to give notice to the Client in writing of termination of this Contract, whereupon the Contract shall be terminated without prejudice to the rights of either party which may have accrued prior to the termination.
16. On receipt of notice of termination from Proof Perfect, all rights granted to the Client under this Contract for work not paid for by the Client shall revert to Proof Perfect and the appointment of Proof Perfect by the Client under this Contract shall be terminated.
17. Upon termination by Proof Perfect due to an alleged breach of this contract by the Client, Proof Perfect shall be entitled to remuneration from the Client for Work performed until the date of termination, and to make any claim for it.
18. Subject to Clause 19 Proof Perfect reserves its rights to amend any or all clauses of its Terms and Conditions without notice to the Client.
19. This Contract contains the full and complete understanding between the parties and supersedes all prior arrangements, understandings, representations or other communications whether written or oral appertaining to the subject matter of this Contract which may not be varied except by an instrument in writing signed by Proof Perfect and the Client.The Client acknowledges that no representations warranties or promises not expressly contained in this Contract have been made by Proof Perfect and any such representation, warranties or promises are hereby excluded.
20. This Contract shall be governed and construed in accordance with the laws of Singapore. Each of the parties irrevocably submits to the jurisdiction of the courts of Singapore.