SERVICE TERMS AND CONDITIONS

privacy-policy

REGARDING GLEADS SERVICE AGREEMENTS FOR GLOBAL CLIENTS.

OPC-SPP 01.Q3.2025

Operations Cluster, July 2025.

1. General Introduction

GLEADS PTE. LTD., together with its subsidiaries and affiliated entities, collectively referred to as “GLEADS”, “we”, “our”, or “us”, unless the context requires otherwise, is a provider of integrated marketing and digital communication solutions.
These Service Terms and Conditions (the “Terms”) set out the terms, conditions, and policies governing your use of our services and define the rights and obligations of both parties when you engage with GLEADS. By accessing or using our services or platform, you acknowledge that you have read, understood, and agreed to comply with these Terms, as well as any additional policies or documents published by us.
GLEADS reserves the right to amend or update these Terms and related policies at any time by posting them on our website. Any such updates will become effective immediately upon publication without prior notice or consent.

2. Applicability

These Terms apply to all individuals and organizations (collectively referred to as “Client”, “you”, or “your”) who:
  • Access, browse, or interact with our website or any of our digital platforms (“Platform”)
  • Use or receive any services or products provided by GLEADS (“Services”)
By doing any of the above, you agree to be legally bound by these Terms and any referenced documents or policies. If you engage us through a proposal, quotation, invoice, or service plan, the terms in those documents will be read together with these Terms to form the binding Agreement between you and GLEADS.

3. Scope of Services

GLEADS provides end-to-end digital marketing, website creation, brand design, and advertising services designed to help businesses grow their online presence and reach target audiences effectively. The Services offered by GLEADS may include, but are not limited to, the following categories:
  • Website design and development
  • Custom industry-specific website solutions
  • Brand identity and graphic design services
  • Online advertising and media buying (including platforms such as Google, Facebook, and YouTube)
  • Search engine optimization (SEO) and related consulting
  • Content creation and marketing services
  • Email marketing campaigns
  • Ongoing website support and maintenance
  • Outsourced marketing team solutions
The exact scope of services to be provided under any specific engagement will be detailed in the Proposal or quotation issued by GLEADS and accepted by the Client. GLEADS reserves the right to modify, update, or discontinue any portion of its Services at its sole discretion, subject to prior notice where applicable.

4. Client Obligations

Your cooperation is essential to the successful delivery of our Services. By engaging GLEADS, you acknowledge and agree to fulfill the following obligations throughout the course of our engagement.
4.1 Acceptable Conduct and Cooperation
You agree to:
  • Use our Services and any deliverables (“Work Product”) only for lawful purposes, and in accordance with this Agreement, applicable laws, and any guidelines issued by GLEADS.
  • Provide us with all necessary information, instructions, content, access credentials, media assets, and documents relevant to the provision of Services in a timely and complete manner.
  • Communicate clear and reasonable timelines, and provide feedback and revision requests within agreed timeframes to avoid disruption or delay.
  • Treat our team members, including employees, contractors, agents, and advisors, with professionalism and respect at all times.
  • Remain contactable during the course of our engagement. If we do not receive a response from you within 10 working days of our last attempt to reach you, you may be considered unresponsive. A response indicating that you require more time is sufficient to remain in contact.
  • Adhere to any mutually agreed timelines for delivering content or information needed for us to complete the Services.
  • Pay all applicable service fees, including additional charges where revised or expanded instructions go beyond the scope of the original agreement or Proposal.
4.2 Prohibited Conduct
You agree to:
  • Use our Services or Work Product for any unlawful, unauthorized, or unethical purpose.
  • Provide false, misleading, incomplete, outdated, or forged documents or information.
  • Violate any applicable local, national, or international law or regulation in connection with your use of our Services.
  • Harass, threaten, abuse, or insult any of our team members through words, behavior, images, messages, or any form of communication.
  • Submit vague, unreasonable, or last-minute revision requests that hinder timely and effective delivery.
  • Solicit or attempt to solicit our personnel (employees, agents, or contractors) for employment or freelance work outside the scope of GLEADS without our prior written consent.
  • Create or publish hyperlinks to our website or content without our prior written approval.
  • Act in any way that conflicts with the terms of this Agreement.
4.3 Client Warranties
You represent and warrant that:
  • If you are engaging our Services on behalf of an organization, you have the authority to do so and to bind that organization to this Agreement.
  • Any materials or media assets you provide to us are either owned by you or properly licensed for our use, and do not infringe any third-party rights.
  • All information you provide is true, accurate, current, and complete, and we are entitled to rely on such information without further verification.
  • Your engagement of our Services does not and will not conflict with any legal obligations, court orders, or existing contractual relationships.
  • You will comply with the full terms of this Agreement, including those outlined in this section and any Proposals or project-specific documents we issue.
Failure to fulfill the above obligations may affect the quality, timing, or feasibility of our service delivery. In such cases, GLEADS will not be held responsible for any resulting delays, limitations in performance, or additional costs.

5. Intellectual Property and Ownership

This section sets out the rights and responsibilities of both GLEADS and the Client with respect to intellectual property and confidential information, including ownership, licensing, use, and disclosure.
5.1 Confidential Information
All information disclosed during the course of our engagement, including the terms of engagement, campaign strategies, communications, and technical data, is considered confidential Information, unless it is already publicly available through no fault of either party, lawfully obtained from a third party, or independently developed. You agree not to disclose any confidential information to third parties except:
  • To your Affiliates or Representatives on a need-to-know basis, provided they are bound by similar confidentiality obligations;
  • When required by law or legal proceedings, in which case you must, to the extent legally permissible, notify us in advance, limit disclosure as much as possible, and assist us in opposing such disclosure;
  • As otherwise permitted in writing by GLEADS.
Confidential information may only be used for purposes directly related to the performance of the Services. Any unauthorized use or profit derived from such use will be for GLEADS’ benefit.
5.2 Ownership of Existing Intellectual Property
  • GLEADS Background IPR: GLEADS retains full ownership of all intellectual property rights (IPR) it owns prior to or independent of the engagement (“Company Background IPR”).
  • Client Background IPR: You retain ownership of all IPR you own prior to or independent of the engagement (“Client Background IPR”). You grant GLEADS a non-exclusive, royalty-free, irrevocable worldwide licence to use such IPR solely for delivering the Services.
5.3 New Intellectual Property and Improvements
Unless otherwise agreed:
  • GLEADS owns all IPR in materials or Work Product created solely by GLEADS or jointly with the Client during the engagement (“New IPR”), as well as all improvements made to either party’s background IPR.
  • You agree to waive and not assert any rights (including Moral Rights) in respect of the New IPR or any such improvements.
5.4 Transfer of Rights
Once all agreed fees are fully paid and all contractual obligations fulfilled, GLEADS will transfer the ownership of the applicable New IPR and improvements to you. This transfer will take place at the end of the engagement or another time as mutually agreed.
5.5 Moral Rights and Attribution
GLEADS reserves the right to include a byline or attribution credit on your website or marketing materials acknowledging our work. If you do not wish this, you must notify us in writing before commencement.
5.6 Portfolio Use
Unless otherwise agreed in writing, you agree that GLEADS may showcase the resulting Work Product in our portfolio for marketing purposes. This includes screenshots, testimonials, and public-facing campaign deliverables. Any materials shown will be subject to confidentiality obligations and not shared with competitors.

6. Limitations of Liability

To the fullest extent permitted by applicable law, the following provisions set out the limitations of GLEADS’ legal responsibility and liability in connection with the services rendered under this Agreement
6.1 General Release
By engaging our Services and using any deliverables we provide, you agree to release, hold harmless, and indemnify GLEADS, including our directors, officers, employees, contractors, and advisors (collectively referred to as "Indemnified Persons"), from all claims, liabilities, losses, damages, or expenses (referred to as "Losses") that arise directly or indirectly from:
  • Your misuse or improper reliance on our Services or Work Product;
  • Any breach of your obligations under this Agreement;
  • Your use of third-party materials, platforms, or services in connection with our work;
  • Or your failure to provide accurate, timely, or complete instructions or assets.
6.2 No Liability for Indirect Loss
To the fullest extent permitted by law, GLEADS will not be liable for any indirect, incidental, special, or consequential damages. This includes loss of business, revenue, profits, data, goodwill, or opportunity, even if we have been advised of the possibility of such loss, arising from or related to your use of our Services or Work Product.
6.3 Services Provided “As Is”
Our Services are provided on an "as is" and "as available" basis. We do not guarantee any specific outcomes. We also make no representations or warranties, whether express or implied, regarding the value, performance, suitability, or effectiveness of the Services or Work Product.
6.4 External Risks and Limitations
You acknowledge that:
  • We depend on your instructions: We rely on the accuracy of the information and materials you provide and are not responsible for verifying them.
  • Electronic communications have inherent risks: Delays, data loss, or interceptions beyond our control may occur. You accept these risks.
  • You assume responsibility for edits: Any changes you make to our deliverables may affect functionality or performance. We are not liable for resulting issues.
  • Third-party platforms and tools may change: Search engine algorithms, social media policies, and market conditions are outside our control and may impact outcomes.
  • Our content is informational only: Website content and communications from GLEADS should not be relied upon as legal, financial, or professional advice.
6.5 Maximum Liability
If GLEADS is found liable for any matter under this Agreement, our total liability will not exceed the total fees paid by you to us in the 12-month period immediately preceding the event giving rise to the claim.
6.6 Equitable Relief
If you breach this Agreement or misuse our Services or Work Product in a way that causes ongoing or irreparable harm, GLEADS reserves the right to seek injunctive or equitable relief in addition to any legal remedies available.

7. Termination

The Agreement may be brought to an end under specific circumstances outlined below. GLEADS and the client are expected to approach termination professionally and with reasonable notice.
7.1 Termination by Either Party
Either Gleads or the Client may terminate the engagement at any time by providing written notice at least 30 days in advance. If the Client initiates termination:
  • Where services have already commenced, you agree to compensate GLEADS for time, resources, and commitments already allocated to the project.
  • If termination occurs prior to the launch of any campaign or deliverable (where applicable), you agree to cover the planning and administrative costs incurred by GLEADS.
These fees are not penalties but represent fair and reasonable compensation based on the scope and stage of the engagement.
7.2 Immediate Termination by GLEADS
GLEADS reserves the right to terminate this Agreement with 7 days’ written notice if, in our sole discretion, you:
  • Fail to meet your obligations under this Agreement, including payment schedules or required cooperation;
  • Repeatedly delay communication, approvals, or deliverables; or
  • Engage in conduct that is unprofessional, abusive, or causes distress to GLEADS personnel.
In such cases, you will remain liable for a portion of the remaining fees, reflective of the time and effort already invested and the disruption caused.
7.3 Consequences of Termination
Termination of this Agreement will not affect either party’s rights or obligations that accrued prior to termination. Specifically:
  • Provisions relating to confidentiality, intellectual property, warranties, and liability will survive termination.
  • Each party must promptly return or securely destroy any confidential information or materials shared during the engagement.
  • Access to third-party systems provided to GLEADS (such as ad platforms or social media accounts) will be discontinued, and credentials will not be stored or modified after termination.
7.4 No Termination for Client-Caused Delays
You may not terminate this Agreement due to project delays if such delays are the result of your own failure to provide timely input, content, approvals, or other essential cooperation required for the delivery of services.

8. Governing Law and Dispute Resolution

This Agreement, including all rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of Singapore, without regard to conflict of law principles.
Dispute Resolution Process
If any disagreement arises in connection with these Terms or the services provided under this Agreement, both parties agree to handle the matter constructively and in good faith before resorting to legal proceedings.
Step 1: Notice of Dispute
A party wishing to raise a dispute must first send a written notice to the other party (a “Notice of Dispute”), clearly outlining:
  • The nature and basis of the dispute;
  • The desired outcome; and
  • The specific actions requested to resolve the issue.
Step 2: Good Faith Negotiation
Within 30 days of receiving the Notice of Dispute, both parties must attempt to resolve the issue through informal negotiation or any other mutually agreed method.
Step 3: Mediation Requirement
If the dispute remains unresolved after 30 days, either party may submit the matter to the Singapore Mediation Centre (SMC) for formal mediation, in accordance with the SMC’s rules and procedures at that time.
  • Mediation will take place in Singapore and be conducted in English.
  • Each party must appoint a representative with the authority to negotiate and settle the dispute.
  • SMC will assign a neutral mediator to facilitate the process.
  • The costs of mediation will be shared equally between both parties.
  • Any settlement agreement reached during mediation will be legally binding.
Step 4: Right to Litigation
Only if mediation fails, or if either party refuses to participate after a valid mediation request, may the matter be escalated to litigation in the courts of Singapore.
This clause is intended to ensure that disputes are addressed promptly, fairly, and efficiently, while avoiding unnecessary legal action where possible.

9. CONTACT INFORMATION

If you have any questions about this Policy, please contact us using the following details:

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