General Terms and Conditions

1.1In these General T&Cs, unless the context otherwise requires:

1.2References to "writing" or "written" include email and other electronic communications.

1.3Headings are for convenience only and shall not affect the interpretation of these General T&Cs.

2.1LOMA shall perform the Services with reasonable skill and care in accordance with generally accepted industry standards.

2.2LOMA may use subcontractors, freelancers, or AI-powered tools and technologies in the delivery of the Services, provided that LOMA shall remain responsible for the quality and timeliness of the Deliverables.

2.3The Client acknowledges that LOMA leverages artificial intelligence tools and automation in the delivery of its Services. While LOMA exercises professional oversight over all AI-generated output, the Client acknowledges that AI-generated content may require review and approval before publication.

2.4LOMA does not guarantee specific results, rankings, traffic levels, conversion rates, or return on investment. Digital marketing results are influenced by numerous factors beyond LOMA's control, including but not limited to search engine algorithm changes, market conditions, competitor activity, and the Client's own business operations.

2.5Any timelines or milestones set out in the Service Agreement are estimates only and are subject to the Client's timely performance of its obligations under the Agreement.

2.6Change Requests. Any request by the Client to vary the scope, nature, or volume of the Services or Deliverables as set out in the Service Agreement (including additional features, functionality, or rounds of revisions beyond those expressly specified) (each a "Change Request") shall be subject to LOMA's prior written approval. LOMA shall be entitled to adjust the Fees, timelines, and any other affected terms to reflect any approved Change Request.

2.7Change Orders. No Change Request shall be binding unless and until it is documented in writing (including by email) and confirmed by LOMA (a "Change Order"). LOMA shall not be obliged to commence work on any Change Request until a Change Order has been agreed.

2.8Deemed Acceptance of Deliverables. Where LOMA submits any Deliverable to the Client for review or approval and the Client does not provide any written feedback or request for amendments within five (5) business days (or such other period as the Parties may agree in writing), the Deliverable shall be deemed accepted by the Client as conforming to the agreed specifications and ready for use or publication.

3.1The Client shall:

3.2Delays caused by the Client in fulfilling its obligations may result in corresponding delays to project timelines and deliverables. LOMA shall not be liable for any loss or damage arising from such delays.

3.3If the Client fails to provide required materials or approvals for a period exceeding thirty (30) days, LOMA reserves the right to suspend the Services and invoice for any outstanding work completed to date.

3.4Where the Client fails to respond to a request for information, approval, or feedback, LOMA shall issue up to three (3) written reminders at intervals of not less than five (5) business days each. If the Client fails to respond within five (5) business days of the third reminder, LOMA may, at its sole discretion:

3.5Where a project is placed on hold under Clause 3.4(a), LOMA shall not be obligated to resume work until: (a) the Client has provided the requested materials, approvals, or feedback; and (b) the Parties have agreed a revised project timeline. If the project has been on hold for more than sixty (60) days, LOMA reserves the right to (i) charge a reasonable project reactivation fee to cover the costs of re-onboarding and rescheduling; and/or (ii) revise the Fees to reflect any increased costs, changes in scope, or reprioritisation required to complete the project.

3.6Project timelines specified in the Service Agreement are estimates based on the assumption that the Client will fulfil its obligations in a timely manner. LOMA shall not be liable for delays caused by the Client's failure to respond, provide materials, or give approvals within the timeframes specified.

3.7Urgent or Accelerated Work. Where the Client requests that LOMA perform any Services or Deliverables on an expedited or urgent basis (including to meet compressed timelines resulting from the Client's own delays or non-responsiveness), LOMA may, at its discretion, agree to such request subject to the payment of additional rush or priority fees to be agreed in writing between the Parties.

4.1The Client shall pay the Fees as set out in the Service Agreement in accordance with the payment schedule agreed therein.

4.2All Fees are exclusive of prevailing Goods and Services Tax (GST), which shall be charged in addition where applicable.

4.3LOMA shall issue invoices in accordance with the payment schedule. Payment is due within fourteen (14) days of the date of invoice unless otherwise specified in the Service Agreement.

4.4Late payments shall attract interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding amount, calculated from the due date until the date of actual payment.

4.5LOMA reserves the right to suspend the Services if any invoice remains unpaid for more than fourteen (14) days after the due date, without prejudice to any other rights or remedies available to LOMA.

4.6The Client shall not be entitled to set off, deduct, or withhold any amount from payments due to LOMA without LOMA's prior written consent.

4.7For Search Engine Marketing (SEM) and paid advertising services, advertising spend payable to Third-Party Platforms is not included in the Fees and shall be borne by the Client separately.

4.8The Client acknowledges that the engagement of LOMA's Services is not conditional upon the approval, receipt, or disbursement of any government grant, subsidy, or financial assistance. No refund of Fees shall be due to the Client by reason of the non-approval, reduction, clawback, or withdrawal of any such grant. For the avoidance of doubt, LOMA does not provide grant application, advisory, or submission services, and shall have no obligation to assist the Client in any grant application process.

4.9Non-Refundable Deposits and Setup Fees. Unless otherwise stated in the Service Agreement, any initial deposit, onboarding fee, or setup fee described as non-refundable in the Service Agreement shall be deemed earned upon commencement of the Services and shall not be refundable to the Client, irrespective of any early termination of the Agreement, except where such termination is solely and directly attributable to LOMA's material breach which has not been remedied in accordance with Clause 11.2(a).

4.10One-Off vs Recurring Fees. For the avoidance of doubt, one-off project Fees (including strategy, planning, setup, and creative development Fees) are distinct from any recurring retainer or media management Fees. Any pro-rata refund payable under Clause 11.3(b) shall apply only to the portion of Fees for Services not yet rendered and shall not affect any one-off project Fees or non-refundable deposits already earned by LOMA.

5.1Subject to full payment of all Fees and, where applicable, the issue or deemed issue of the endorsement of completion under the Service Agreement, LOMA shall assign to the Client all Intellectual Property rights in the Deliverables specifically created for the Client under the Service Agreement, to the maximum extent permitted by applicable law.

5.2LOMA retains all rights, title, and interest in:

5.2aFor the avoidance of doubt, LOMA's tools, methodologies, templates, frameworks, code libraries, AI tools, algorithms, processes, and automation workflows (in source code or object code form) do not form part of the Deliverables and shall not be delivered or licensed to the Client, except to the limited extent that any outputs generated by such tools are incorporated into the Deliverables in accordance with this Clause 5.

5.3AI-Generated Content. The Client acknowledges that certain Deliverables may incorporate content generated or substantially assisted by artificial intelligence tools. The Parties acknowledge that, under prevailing laws in Singapore and other jurisdictions, the copyrightability of AI-generated works remains uncertain and may be limited or unavailable. Accordingly: (a) the assignment of Intellectual Property under Clause 5.1 shall apply only to the extent that valid and enforceable Intellectual Property rights exist in the relevant Deliverables; (b) LOMA makes no warranty or representation that AI-generated content is or will be protectable by copyright or any other Intellectual Property right; (c) where Deliverables comprise a combination of human-authored and AI-generated elements, the assignment under Clause 5.1 shall apply to the human-authored elements and to any AI-generated elements to the extent (if any) that they attract Intellectual Property protection; and (d) the Client assumes the risk that competitors or third parties may be able to replicate or use similar AI-generated content without infringing the Client's rights.

5.4LOMA grants the Client a non-exclusive, perpetual, royalty-free licence to use any of LOMA's pre-existing Intellectual Property that is incorporated into the Deliverables, solely for the Client's own business purposes.

5.5The Client grants LOMA a non-exclusive licence to use the Client's name, logo, trademarks, and brand materials solely for the purpose of performing the Services and, with the Client's prior written consent, for LOMA's portfolio and marketing purposes.

5.6The Deliverables may incorporate third-party materials (including stock images, fonts, open-source software, and third-party plugins) that are subject to their own licence terms. LOMA shall use commercially reasonable efforts to ensure that such materials are appropriately licensed, and the Client agrees to comply with such licence terms.

5.7The Client acknowledges that certain Deliverables may be generated wholly or partially using Artificial Intelligence (AI) tools. LOMA makes no representation or warranty that AI-generated output is capable of exclusive ownership, copyright protection, or trademark registration under applicable intellectual property laws.

5.8Custom AI Workflows. Where LOMA develops custom artificial intelligence workflows, automation sequences, or AI-powered tools for the Client (each a "Custom AI Workflow"), the underlying architecture, logic, prompt engineering, integration design, and methodology of such Custom AI Workflow shall remain the Intellectual Property of LOMA and shall not be assigned to the Client under Clause 5.1. LOMA grants the Client a non-exclusive, perpetual, royalty-free licence to use the Custom AI Workflow as configured for the Client's specific use case, solely for the Client's own internal business purposes. For the avoidance of doubt, LOMA shall be entitled to develop and deploy similar workflows, methodologies, or solutions for other clients, provided that LOMA does not disclose or incorporate the Client's Confidential Information in doing so.

6.1Each Party agrees to keep confidential all Confidential Information received from the other Party and shall not disclose such information to any third party without the prior written consent of the disclosing Party.

6.2The obligations under this Clause 6 shall not apply to information that:

6.3The obligations of confidentiality shall survive the termination of the Agreement for a period of three (3) years.

7.1Each Party shall comply with its obligations under the PDPA and any other applicable data protection laws in relation to any personal data processed in connection with the Services.

7.2Where LOMA processes personal data on behalf of the Client, LOMA shall:

7.3The Client warrants that it has obtained all necessary consents and has provided all required notices in connection with any personal data provided to LOMA.

7.4LOMA may collect and use anonymised, aggregated data derived from the performance of the Services for the purposes of improving its services, provided that such data does not identify the Client or any individual.

7.5Data Processing Addendum. Where LOMA processes personal data on behalf of the Client in the capacity of a data intermediary or data processor (as defined under applicable data protection laws), the Parties may enter into a separate data processing addendum ("DPA"), which shall form part of the Agreement. In the event of any inconsistency between these General T&Cs and the DPA in relation to the processing of personal data, the terms of the DPA shall prevail to the extent of the inconsistency.

7.6Breach Notification. Without prejudice to Clause 7.2(c), where LOMA becomes aware of any unauthorised access to, or loss, disclosure, or modification of, personal data processed on behalf of the Client that is likely to result in a risk to the rights and interests of affected individuals, LOMA shall notify the Client without undue delay and, where practicable, within seventy-two (72) hours of becoming aware of such incident.

7.7Regulatory Cooperation. LOMA shall, at the Client's cost where applicable, provide reasonable assistance to the Client in connection with any investigation, inquiry, or enforcement action by a competent data protection authority relating to personal data processed by LOMA on behalf of the Client, to the extent such assistance is necessary for the Client's compliance with applicable data protection laws.

8.1LOMA warrants that:

8.2Except as expressly set out in the Agreement, all warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.

8.3Without limiting Clause 8.2, LOMA does not warrant:

8.4Illustrative Case Studies and Examples. Any case studies, testimonials, performance metrics, forecasts, or examples provided by LOMA (whether on its website, in marketing materials, or directly to the Client) are for illustrative purposes only and do not constitute a warranty, guarantee, or representation that the Client will achieve the same or similar results.

9.1To the maximum extent permitted by law, LOMA's total aggregate liability under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Client to LOMA under the relevant Service Agreement in the twelve (12) months preceding the event giving rise to the liability. For the avoidance of doubt, all claims arising out of or in connection with the Agreement, whether made by one or multiple claimants and whether arising from one or multiple events, shall be aggregated for the purpose of applying the limitation in this Clause 9.1, and shall in no event exceed the aggregate cap set out above.

9.2LOMA shall not be liable for:

9.3Nothing in these General T&Cs shall exclude or limit liability for fraud, death, or personal injury caused by negligence, or any liability that cannot be excluded or limited under applicable law.

10.1The Client shall indemnify and hold harmless LOMA, its directors, officers, employees, and agents from and against any and all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

10.2LOMA shall indemnify and hold harmless the Client from and against any claims arising directly from LOMA's wilful misconduct or gross negligence in the performance of the Services.

11.1Either Party may terminate the Service Agreement by giving thirty (30) days' written notice to the other Party, unless a different notice period is specified in the Service Agreement.

11.2Either Party may terminate the Service Agreement immediately by written notice if:

11.2aGood Faith Discussion. Before either Party may issue a notice of material breach under Clause 11.2(a), the Parties shall first use reasonable efforts to resolve the matter through good-faith discussion between their respective senior representatives within seven (7) days of the aggrieved Party notifying the other in writing of the issue. If the matter is not resolved within such period, the aggrieved Party may then issue a notice of material breach in accordance with Clause 11.2(a).

11.3Upon termination:

11.4Termination shall not affect any rights or obligations of the Parties that have accrued prior to the date of termination. Clauses 5, 6, 7, 9, 10, 11.5, 11.6, 14, and 17 shall survive termination of the Agreement.

11.5Minimum Term for Retainer Services. Where the Service Agreement specifies that the Client is engaging LOMA on a retainer basis for a minimum term (the "Minimum Term"), the Client shall not be entitled to terminate the retainer Services for convenience under Clause 11.1 prior to the expiry of the Minimum Term, except upon payment of an early termination fee equal to the lesser of: (a) the Fees for the remaining portion of the Minimum Term; and (b) three (3) months of retainer Fees, unless otherwise agreed in the Service Agreement.

11.6Re-rating of Discounted Pricing. Where any discounted pricing or promotional rates have been granted to the Client on the basis of a specified Minimum Term, and the Agreement or the relevant retainer Services are terminated before the end of such Minimum Term for reasons not solely attributable to LOMA's material breach, LOMA shall be entitled to re-calculate the Fees for the period during which the Services were actually provided at its standard, non-discounted rates and to invoice the Client for any shortfall. For the avoidance of doubt, any amounts payable under this Clause 11.6 shall be in addition to (and not in substitution for) any early termination fee payable under Clause 11.5, provided that the aggregate amount payable by the Client under Clauses 11.5 and 11.6 shall not exceed the total Fees that would have been payable for the remainder of the Minimum Term at the standard, non-discounted rates.

12.1Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event.

12.2A "Force Majeure Event" means any event beyond the reasonable control of a Party, including but not limited to acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government action, power failure, internet or telecommunications failure, or cyberattack.

12.3The affected Party shall notify the other Party as soon as reasonably practicable of the Force Majeure Event and shall use reasonable efforts to mitigate its effects.

12.4If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Service Agreement by written notice.

13.1The Services may require the use of Third-Party Platforms. The Client acknowledges that the availability, functionality, pricing, and terms of such platforms are not within LOMA's control.

13.2LOMA shall not be liable for any changes, disruptions, or discontinuation of Third-Party Platforms that may affect the Services or the Deliverables.

13.3Any accounts created on Third-Party Platforms on behalf of the Client shall be the property of the Client. LOMA shall use reasonable efforts to provide the Client with administrative access to all such accounts within a reasonable time of their creation. The Client may request administrative access to any such account at any time during the term of the Agreement, and LOMA shall provide such access promptly upon request. Upon termination, access to all Third-Party Platform accounts shall be transferred to the Client as part of the transition process under Clause 11.3(e). The Client shall be solely responsible for claiming, securing, and maintaining access to all Third-Party Platform accounts within ninety (90) days of the effective date of termination. After such period, LOMA shall have no further obligation to maintain, preserve, or provide access to any such accounts, and LOMA shall not be liable for any loss, deletion, or deactivation of accounts or data that occurs after the expiry of this period.

13.4Where Deliverables are created using AI generation platforms, the Client agrees that its use of such Deliverables is subject to the applicable terms of service, acceptable use policies, and licensing restrictions of those underlying AI platforms.

14.1These General T&Cs and any Agreement incorporating them shall be governed by and construed in accordance with the laws of the Republic of Singapore.

14.2Any dispute arising out of or in connection with these General T&Cs or any Agreement incorporating them shall first be referred to mediation in accordance with the mediation rules of the Singapore Mediation Centre.

14.3If the dispute is not resolved within thirty (30) days of referral to mediation (or such longer period as the Parties may agree), either Party may submit the dispute to the exclusive jurisdiction of the courts of Singapore.

15.1Entire Agreement. The Agreement (comprising the Service Agreement, these General T&Cs, and any Schedules) constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements.

15.2Amendment. These General T&Cs may be amended by LOMA from time to time. Material amendments shall be notified to existing Clients at least thirty (30) days in advance. Continued engagement of the Services after the effective date of any amendment shall constitute acceptance of the amended General T&Cs.

15.3Assignment. Neither Party may assign or transfer its rights or obligations under the Agreement without the prior written consent of the other Party, except that LOMA may assign the Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

15.4Severability. If any provision of these General T&Cs is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.5Waiver. No failure or delay by either Party in exercising any right under these General T&Cs shall constitute a waiver of that right.

15.6Notices. All notices under the Agreement shall be in writing and shall be sent by email to the addresses specified in the Service Agreement, or by registered post to the registered addresses of the Parties.

15.7No Partnership. Nothing in these General T&Cs shall be construed as creating a partnership, joint venture, or employment relationship between the Parties. LOMA is an independent contractor.

15.8Third-Party Rights. A person who is not a Party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of the Agreement.

16.1For website design and development Services, upon issuance or deemed issuance of the Endorsement of Completion (as defined in the Service Agreement), LOMA shall hand over all website files, source code, and access credentials to the Client (the "Handover").

16.2LOMA shall provide a warranty period of thirty (30) days from the date of Handover (the "Warranty Period"), during which LOMA shall rectify, at no additional cost to the Client, any defects or bugs in the Deliverables that:

16.3The Warranty Period does not cover:

16.4Upon expiry of the Warranty Period, any further support, maintenance, or development shall be subject to a separate maintenance agreement or ad hoc engagement at LOMA's prevailing rates.

16.5LOMA shall not be responsible for the ongoing security, performance, or availability of the website after Handover, unless a separate maintenance agreement is in place.

16.6Warranty Support. During the Warranty Period, LOMA shall use reasonable efforts to: (a) acknowledge the Client's reports of defects or bugs within one (1) business day; and (b) provide a proposed remediation plan or workaround within five (5) business days for defects that materially affect the functionality of the website. The Parties acknowledge that resolution times may vary depending on the complexity and severity of the reported issue.

16.7Bundled Maintenance Services. Where the Service Agreement expressly includes a maintenance and support period (the "Maintenance Period"), the Warranty Period under Clause 16.2 shall be deemed incorporated into and superseded by the Maintenance Period. The scope, frequency, and limits of maintenance and support services during the Maintenance Period shall be as set out in the Service Agreement or in the applicable Schedule. For the avoidance of doubt: (a) the exclusions under Clause 16.3 shall continue to apply during the Maintenance Period; (b) LOMA's obligation to rectify defects under Clause 16.2 shall extend for the duration of the Maintenance Period (in lieu of the thirty (30) day period); and (c) upon expiry of the Maintenance Period, Clause 16.4 shall apply and any further support shall be subject to a separate agreement or ad hoc engagement at LOMA's prevailing rates.

17.1All original content created by LOMA specifically for the Client in the course of the Services (including but not limited to blog posts, social media content, ad creatives, email copy, landing page content, and video scripts) shall, upon full payment of all Fees, be assigned to the Client as part of the Deliverables.

17.2Notwithstanding Clause 17.1, LOMA retains the right to use anonymised, non-confidential versions of campaign strategies, methodologies, and performance data for internal training, knowledge development, and process improvement.

17.3For social media and content marketing Services:

17.4Advertising account data (including campaign settings, audience configurations, ad copy, and historical performance data) generated in the course of SEM and paid advertising Services shall belong to the Client. LOMA shall ensure the Client has full administrative access to all advertising accounts at all times during the engagement.

17.5Stock images, stock footage, licensed fonts, and other third-party assets used in the Deliverables remain subject to their respective licence terms. LOMA shall provide the Client with details of any such assets and their licence restrictions.

18.1Where LOMA assists the Client in registering domain names, such domain names shall be registered in the Client's name and shall at all times remain the property of the Client.

18.2The Client shall be the registered owner and administrative contact for all domain names. LOMA may be designated as the technical contact for the duration of the engagement only.

18.3Where LOMA arranges hosting services on behalf of the Client:

18.4Upon termination of the Agreement, LOMA shall:

18.5LOMA shall not hold domain names, hosting accounts, or any Client digital assets as leverage for the payment of outstanding Fees. LOMA's remedies for non-payment are limited to those set out in Clause 4 and Clause 11 of these General T&Cs.

18.6Data Retention. Following termination of the Agreement and completion of the obligations set out in Clause 18.4, LOMA shall have no obligation to retain any copies of the Client's website files, databases, or other digital assets beyond thirty (30) days, unless otherwise required by law or agreed in writing. Thereafter, LOMA may delete or overwrite such data in the ordinary course of its operations without liability to the Client.

18.7Migration Support. LOMA's obligation under Clause 18.4(c) to cooperate with the Client or the Client's new service provider is limited to providing reasonable assistance during normal business hours. Any substantial migration, reconfiguration, or development work requested by the Client beyond this reasonable assistance may be treated as additional Services and charged at LOMA's prevailing professional rates.

19.1For retainer-based Services (including SEO, SEM, AIO, and Social Media Marketing), LOMA shall use reasonable efforts to meet the following service levels:

19.2For urgent matters (including website downtime, security incidents, or ad account suspensions), LOMA shall use reasonable efforts to respond within four (4) business hours during business hours (Monday to Friday, 9:00am to 6:00pm Singapore time, excluding public holidays).

19.3The service levels set out in this Clause 19 are targets and not guarantees. Failure to meet a service level shall not constitute a breach of the Agreement, but persistent failure may be addressed by the Client through the dispute resolution process set out in Clause 14.

19.4LOMA shall appoint a dedicated account manager or primary point of contact for each retainer Client, who shall serve as the Client's main liaison for all matters relating to the Services.

19.5No Service Credits Unless Agreed. The service levels and response times described in this Clause 19 are indicative targets only and do not give rise to any service credits, rebates, or damages unless expressly set out in a separate service level agreement or schedule signed by both Parties.

20.1LOMA reserves the right to decline or cease work on any project or campaign that it reasonably considers to be:

20.2Where LOMA declines or ceases work under Clause 20.1, LOMA shall notify the Client in writing and provide reasons for its decision. The Client shall remain liable for Fees for all work completed up to the date of cessation.

20.3The Client warrants that all products, services, and business activities promoted through LOMA's Services comply with all applicable laws and regulations in Singapore and any other jurisdiction in which the Client's advertising is displayed.

20.4The Client shall indemnify LOMA against any claims, losses, or penalties arising from the promotion of the Client's products or services that are found to be unlawful, misleading, or in breach of any applicable advertising standards or regulations.