KOBE GLOBAL TECHNOLOGIES PTE LTD

Terms and Conditions

These are the standard Terms and Conditions of KOBE, which may be updated from time to time by notification in writing.

These terms and conditions (the “Terms and Conditions”) are incorporated into the agreement entered into between Kobe Global Technologies Pte Ltd (UEN: 201608755R) (“KOBE”) and the Client through the e-Quote.

The Quote and these Terms and Conditions will be collectively referred to as the “Agreement” and will constitute a contract between the parties.

Where there is any manifest inconsistency between the provisions of these Conditions and the quote, the provisions of the quote will apply.

The terms and conditions of the Agreement shall apply as between the parties in respect of the matters described in the quote to the exclusion of all other terms and conditions (including any terms and conditions that the Client purports to apply).

Each Agreement entered into between the parties constitutes a separate distinct contract.

1. Definitions and Interpretation

1.1 The following words and expressions shall have the following meanings when referred to herein:

1. “Sponsored Content” publication material on Content Creator’s social media account that is being paid with intention to promote Client’s product or services;
2. “Content Creator” person or entity engaging with Kobe, or communicating with individuals or businesses registered with Kobe for the purpose of creating Sponsored Content for Client;
3. “Amendment” means any proposed amendment or revision of any sponsored content submitted to KOBE for publication;
4. “Client” means the party accepting the quote and whose name appears on the quote and shall be the party fully responsible for all obligations and liabilities including without limitation payment of the Charges arising out of or in connection with the Agreement;
5. “KOBE” means Kobe Global Technologies Pte Ltd, a company incorporated under the laws of Singapore and having its registered office at 75 Ayer Rajah Crescent #01-09/10 Singapore 139953;
6. “Quote” means the online quote accepted by the Client and KOBE setting out, amongst other things, the quote Services to be provided and the Charges for such quote;
7. “Standard Conditions” means the standard terms and conditions governing all contracts signed with KOBE and the Client;
8. “Client Assets” means the Client’s marketing assets and identified in the quote, where applicable.

1.2 Unless the context otherwise requires or permits, references to a singular number or entity shall include references to the plural number or entity and vice versa; and words denoting any gender shall include all genders. The reference to a ‘person’ in this Agreement includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state (in each case, whether or not having separate legal personality).

1.3 The headings to the Conditions are to facilitate reference and shall not affect or influence in any way the construction of any of the Conditions.

2. Acceptance of Terms

2.1 Please read this Terms and Conditions before (“Acceptance”) on the quote.

By (“Acceptance”) you are agreeing to be bound by the terms and conditions of this Terms and Conditions

2.2 Unless otherwise agreed in writing, the supply of all Advertising Services offered by KOBE GLOBAL TECHNOLOGIES PTE LTD and/or its associates, related parties, successors and assigns (collectively referred to as “KOBE”) to any persons (hereinafter referred to as “Client”, “you” or “your”) shall be governed by the Terms and Conditions set herein.

3. Fees and Payment

3.1 All figures quoted above are NETT and rates are quoted in Singapore Dollars.

3.2 Terms of Payments.

1. The client must pay 50% of the Quote Accepted fees to KOBE within 14 days from acceptance of Quote;
2. Remaining payment to be paid to KOBE within 14 days at the mid-point of the Campaign (eg mid-point in terms of duration or Deliverables fulfilled whichever is earliest) ;
3. Cancellation after this Quote is accepted will result in 50% cancellation fee;
4. The Client must pay any further invoice issued by KOBE within 14 days from the date of the invoice.

3.3 All amounts that remain unpaid after their respective due dates will accrue interest at the rate of 5% per month.

3.4 Without limiting any other rights KOBE may have under this Terms and Conditions or by force of law or equity, if you fail to make payment of the aforesaid by the due date, KOBE may:

1. charge an administrative fee for any administrative costs incurred in respect of your failure to make full payment hereof;
2. cancel or suspend your advertising campaign;
3. terminate any contracts between you and KOBE and demand immediate payment of monies due and owing under such contracts;
4. institute any recovery process as KOBE thinks fit and Client will be responsible for all expenses (including legal fees on a full indemnity basis) incurred by KOBE in collecting such amounts.

3.5 Quote should be accepted at least TWO weeks before any start date. An additional 20% surcharge will be levied for the Campaign.

3.6 You hereby acknowledge and agree that you are not entitled to set off or deduct any amounts due and owing by you under this Terms and Conditions, whether or not an existing dispute or claim has been made by you against KOBE or for any reason whatsoever.

3.7 KOBE reserves the right to suspend display of any Sponsored Content in the event that the Client fails to pay any sums due within the period stipulated.

3.8 KOBE shall be entitled to appropriate in any order it chooses and with respect to any sum stated in any statement to be due to KOBE as selected by KOBE any payment received from or for the campaign or on behalf of the Client notwithstanding any specific appropriation to the contrary by the Client or the person making such payment.

3.9 Notwithstanding anything to the contrary, if any sum due remains unpaid after the expiry of the period provided in Condition 3.3 for payment thereof or the Agreement is terminated for any reason, all sums stated to be due to KOBE from the Client in any statement of KOBE (whether issued before or after the expiry of that period) shall become immediately due and payable by the Client to KOBE as from the date of such statement or upon termination, whichever is earlier provided that such termination was not the result of Kobe’s negligence, breach of obligations, fraud or wilful misconduct.

3.10 The Client undertakes to verify the entries and amounts stated in each invoice received from KOBE and to notify KOBE in writing within fourteen (14) days from the receipt thereof from KOBE of all discrepancies, inaccuracies, errors and omissions with respect to any entry or amount therein. Each such invoice shall constitute conclusive evidence as against the Client without further proof that all the entries and amounts stated therein to be due to are true, correct and accurate except to the extent of the discrepancies, inaccuracies, errors and omissions so notified to KOBE within the said period of fourteen (14) days.

4. Taxes.

4.1 Client agree that all payments under the quote shall be exclusive of any value-added or goods and services tax imposed by any government, statutory or tax authority and that any such value-added or goods and services tax imposed by any government, statutory or tax authority in any country or territory in respect of such payments shall be borne by the Client.

4.2 The Client further agrees that all amounts payable under the quote shall be paid (1) free of any restriction or condition, (2) free and clear of and without any deduction or withholding for or on account of any tax and (3) without deduction or withholding on account of any other amount, whether by way of set-off or otherwise. If at any time any tax or other amount must be deducted or withheld from the amounts paid or payable by, or received or receivable from, the Client under this quote, (except for a payment by the recipient of tax on its own overall net income) the Client shall pay such additional amount as is necessary to ensure that KOBE receives on the Due Date and retains (free from any liability other than tax on its own overall net income) a net sum equal to what it would have received and so retained had no such deduction or withholding been required or made.

4.3 Within fourteen (14) days after paying any sum from which it is required by law to make any deduction or withholding, the Client shall deliver to KOBE evidence of that deduction, withholding or payment. As soon as the Client is aware that any such deduction, withholding or payment is required (or of any change in any such requirement), it shall notify KOBE.

5. Limitation of Liability.

5.1 In no event shall KOBE be responsible for any consequential, special, indirect, exemplary or punitive damages, losses or expenses, loss of profits, revenue, interest, goodwill, loss or corruption of data or for any loss or interruption to Client’s business whether in contract, tort (including negligence) or any other legal theory, even if including, without limitation, lost revenue or profits, in any way arising out of or related to any of the services fulfilled as per the accepted quote.

5.2 KOBE shall have no liability for any failure or delay resulting from any condition beyond the reasonable control, including but not limited to acts of God, government, terrorism, natural disaster, labour conditions, power failures, fire, insurrection, riot, explosion, embargo, strikes whether legal or illegal or any other condition beyond the control of KOBE affecting production or delivery in any manner.

5.3 To the fullest extent permitted by law, KOBE disclaims all warranties, express or implied, including without limitation for non-infringement, satisfactory quality, merchantability and fitness for any purpose.

6. Indemnification 

Client shall indemnify and defend KOBE, its Partners, agents, affiliates, and licensors from any and all actual or alleged claims, demands, causes of action, liability, loss, damage and/or injury (to property or persons) whether any acts, or omissions of KOBE, its personnel, employees, agents, contractors in connection with or arising out of KOBE’s performance of services save to the extent that KOBE and its personnel, employees, agents, contractors have been negligence or in wilful default. This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgements, awards, decrees, attorney fees and related costs or expenses.

6.1 This includes any third party claim or liability, arising out of usage of keywords or ad messages of non-ownership either of brand, product, service or model – including those of competitive nature, or Sponsored Content that it believes to be a trademark, trade name, company name, product name or brand name belonging to or claimed by a third party. This shall be extended to include any third-party claim or liability, arising from the usage of the contents in a way which would not have ordinarily infringed upon any third-party and/or legal rights.

6.2 Client Assets are accepted upon the representation that Client has the right to publish the contents of the Client assets without infringing the rights of any third party and without violating any law. In consideration of such publication, Client hereby represents and warrants that it has obtained all necessary legal, regulatory and governmental approvals, licenses, consents and permits in relation to the promotion, game, contest, lucky draw, sweepstake or lottery referred to and promoted in the campaign that the quote relates to (“Promotion”), if any.

6.3 KOBE has no control over the truth, accuracy, reliability or completeness of sponsored content and the contents as published on Client Assets such as websites, mobile applications, publication materials such as pamphlets, electronic mailers or other information submitted, such as quality, location, contact details, products’ or services’ terms and conditions, indication of origin, or other descriptions of the item or service being advertised, and any such Information should be used, accepted and relied upon only with care and discretion and at Client’s own risk, and KOBE shall not be responsible for any loss, damage or liability incurred by Client arising from such use or reliance.

6.4 Client agrees, at its own expense, to indemnify, defend and hold harmless KOBE, and its employees, representatives, agents and affiliates, against any and all expenses and losses of any kind (including legal fees and costs on a full indemnity basis) incurred by KOBE in connection with any claims, administrative proceedings or criminal investigations of any kind arising out of (i) publication of the sponsored content; (ii) the Promotion and its publication thereof; and/or (iii) any Promotion, material, product or service of Client to which users can link through the sponsored content (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).

6.5 Kobe reserves the right to refuse any request from Client that will directly and/or indirectly infringe upon any third party and/or legal rights. Any such request shall render the contract for service voidable and the Client remains liable to pay the remainder of the costs payable to Kobe.

7. Quote Execution.

 7.1 The quote has to be exercised by the Client within 3 months upon acceptance of the quote unless otherwise agreed by KOBE. If the quote is not exercised by the Client after 3 months upon acceptance of the quote, the quote will be deemed to have expired and the Client will be charged a 50% penalty fee.

7.2 Campaign Budgets will run from above Campaign Start Date to End Date to achieve stipulated targets.

7.3 The Client may re-schedule the commencement of any campaign once provided that:

1. written notice thereof is given to KOBE not less than seven (7) business days before the original scheduled date; and
2. the re-scheduled date shall not extend beyond forty-five (45) business days from the original scheduled date.

7.4 Notwithstanding acceptance of re-scheduling by KOBE, KOBE shall be entitled to postpone or re-schedule the publication of such sponsored content without affecting the obligation of the Client to pay for the publication of the sponsored content and KOBE shall not be liable to the Client for any liability, damages, losses, costs or expense incurred by the Client arising from or in connection with such postponement or re-scheduling of the publication of any sponsored content.

8. Quote Services

Services and Deliverables

8.1 KOBE will furnish to the Client the Campaign Brief and Content Creator Line Up described in the Quote, for the purposes of the Campaign. Guaranteed Deliverables presented in this quote refers to the total Deliverables for the entire Campaign.

8.2 KOBE will use reasonable endeavors to furnish the Campaign Brief and Content Creator Line Up in accordance with the specifications in the Quote, as well as in accordance with any feedback and any reasonable additional instructions (whether written or verbal) given to KOBE by the Client or by an authorized representative of the Client.

8.3 Client reserves the right to request for refund for unmet Deliverables if Guaranteed Deliverables stated in Quote is not achieved.

Amendments and Alterations

8.4 If Client decides to select Content Creators out of KOBE’s AI technology system, the Guaranteed Deliverables will no longer be guaranteed.

8.5 Once the Campaign Brief and Content Creator Line Up have been furnished in the manner set out at clause 8.2 above, the Client must, not later than three days from the date of delivery (the “Response Period”), provide KOBE with confirmation on KOBE Influencer Management System (“IMS”) as to whether the Client has approved or disapproved the Campaign Brief and Content Creator Line Up. In the event that the Client fails to give such notice within the Response Period, the Client will be deemed to have approved the Campaign Brief and Content Creator Line Up. In the event that the Client gives notice of disapproval on the IMS, the Client must state with specificity the details of any reasonable alteration or amendments that the Client reasonably requires.

8.6 If the Campaign Brief and Content Creator Line Up have been produced in the manner set at clause 8.2 above, Content Creator will only do 1 shoot and has full creative rights to the final execution of the post. KOBE will provide no more than two rounds of alterations or amendments, at no further increase in Fee, provided that such changes do not involve a material change in the specifications.

8.7 To avoid doubt, the following alterations and amendments will be deemed to involve a material change for the purposes of clause 8.6 above:

1. eliminating more than 20% of Content Creator Line Up;
2. any change in the content format of the Deliverables;
3. re-shooting the content in whole

8.8 Should the Client reasonably require any further rounds of alterations or amendments beyond the two provided for in clause 8.6 above, or any alterations or amendments involving a material change in the specifications, KOBE has the right to charge a fee for each round of alterations or amendments. The quantum of such a fee is to be determined by KOBE, entirely at KOBE’s discretion.

Any reshoots are chargeable at 100% of the Fees.

8.9 For the purposes of clauses 8.5 and 8.7 above, each consolidated request for alterations or amendments (e.g. 1st instruction of edit on IMS for Campaign Brief and Report Abuse in Content Creator Draft Vetting Stage) is regarded as a request for one round of alterations and amendments. Each additional request (e.g. additional comment after 1st instruction of edit on IMS for Campaign Brief or Report Abuse in Content Creator Draft Vetting Stage) is regarded as a request for an additional round of alterations and amendments.

Posting of Content on Social Media Platforms

8.10 KOBE Content Creator will post the content on the date mutually agreed on by the Parties in this Agreement. Should the Client, after the date of this Agreement, request to change the launch date, KOBE will have the right to charge an additional fee for each request. The quantum of such a fee is to be determined by KOBE, entirely at KOBE’s discretion.

Reshoots are chargeable at 100% of the fees.

8.11 Copyright of the content created (artistic, literary, musical or dramatic) belongs to the Content Creator.

8.12 Client shall be allowed to share and/or re-post the content(s) on its official social media platform(s) provided:

1. the content(s) is shared/re-posted (as the case may be) on the same platform it was originally posted on with acknowledgement and credit to Content Creator;
2. the content(s) is shared/re-posted (as the case may be) in its entirety with no adaptation to the photo, video or caption;
3. the content(s) is not shared/re-posted for purposes other than to publicise the Campaign;
4. the Client shall remove the shared or re-posted content(s) if instructed by the Company; and
5. the Client does not boost the content(s) via media ads.

8.13 Unless specified in the quote, KOBE makes no guarantees with respect to usage statistics or levels of impressions, page views, click-throughs or other similar statistics whatsoever (collectively “statistics”) for any sponsored content. Client acknowledges that delivery statistics provided by KOBE are the official, definitive measurements of campaign performance on any delivery obligations provided in the quote.

8.14 No other measurements or usage statistics including those of Client or a third party ad server shall be accepted by KOBE or have bearing on the quote. Client further acknowledges that all statistics provided by KOBE in are purely estimates and should not be detrimentally relied on. Accordingly, KOBE makes no representation or warranty with respect to such statistics whatsoever or with respect to its accuracy.

9. Intellectual Property.

9.1 The campaign, content, and all intellectual property rights in the Services and all KOBE Content shall vest in and remain as intellectual property of KOBE.

9.2 It shall not be copied, reproduced or otherwise used, nor shall such information be furnished in whole or in part to others, except in accordance with the terms of quote under which it was supplied or with the prior written consent of KOBE.

9.3 KOBE aggressively enforces its intellectual property rights to the fullest extent of the law. The Intellectual Property of KOBE may not be used in any way, including in any advertising or publicity, without prior written permission of KOBE. Any unauthorized disclosure may give rise to KOBE seeking and obtaining legal or equitable remedies.

10. Non-Solicitation

10.1 The Client will not directly or indirectly, on its own behalf or in the service or on behalf of others, solicit, divert or hire away the services of any content creators identified through KOBE without the prior consent of KOBE for a period one year.

10.2 The Client will not at any time or in any manner, either directly or indirectly, use for the personal benefit of or divulge, disclose or communicate in any manner any information that is proprietary to KOBE.

10.3 In the event it should become necessary for KOBE to retain the services of an attorney (a) to enforce the terms of this Agreement or (b) to appear in any proceeding seeking a declaration of the parties’ rights under this Agreement, the Client agrees to pay the costs of any legal proceedings and KOBE’s reasonable attorneys’ fees including any attorneys’ fees and costs incurred by KOBE.

11. Termination

11.1 KOBE may at any time, in its sole discretion, immediately terminate this quote. KOBE will make commercially reasonable efforts to notify Client(s), Publisher(s) and Third Parties via e-mail of any such termination or cancellation within a reasonable period of time.

11.2 Client(s) may not cancel and/or terminate this quote with or without cause or pre-written approval by KOBE. There will be a cancellation fee of 50% charged for withdrawal. Except as otherwise provided in the quote, the quote is non-cancellable by Client.

11.3 Upon cancellation of the accepted Quote by Client for services provided, there will be no refund on any paid up Fees related to these campaigns, unless such termination or cancellation was the result of KOBE’s breach of its obligations, negligence, fraud, or wilful misconduct. At the point of cancellation, any fees must all still be made payable to KOBE.

11.4 Either party shall be entitled to terminate the quote forthwith upon the occurrence of one or more of the events in relation to the other:

1. the other party enters into any composition or arrangement with its creditors or has a receiver appointed over any of its assets or is the subject of any resolution or petition for winding up or judicial management (other than for the purpose of amalgamation or reconstruction);
2. the other party ceases or threatens to cease carrying on business; or
3. the other party fails to pay any sum due under this Agreement to the party seeking to terminate this Agreement after the expiry of fourteen (14) days after notice requiring payment thereof has been served on the other party;
4. the other party commits a breach of any Condition and fails to fully rectify and remedy the effects of such breach (if capable of rectification) within fourteen (14) days of service of a notice in writing requiring the other party to rectify and remedy such breach.

11.5 Any termination of the quote shall be without prejudice to any rights (whether accrued or otherwise) which either party may have against the other arising out of or connected with the quote

12. Confidentiality

Each party to this Agreement must, during the term of this Agreement and after its termination or expiry, keep secret and confidential any and all confidential information

disclosed by the other party pursuant to this Agreement, and must not disclose such information without the prior written approval of the other party.

13. Miscellaneous.

13.1 These Standard Terms in TERMS AND CONDITIONS, together with the quote, (i) shall be governed by and construed in accordance with, the laws of the Republic of Singapore, without giving effect to principles of conflicts of law; (ii) may be amended only by a written quote executed by an authorized representative of each party; and (iii) constitute the complete and entire expression of the quote between the parties, and shall supersede any and all other quote, whether written or oral, between the parties.

13.2 Neither party shall make any public announcement regarding the existence or content of the quote without KOBE’s written approval, which may be withheld at KOBE’s sole discretion. Both parties consent to the jurisdiction of the courts of the Republic of Singapore with respect to any legal proceeding arising in connection with the quote TERMS AND CONDITIONS except as expressly provided in these standard terms, all services and related materials are provided to you “as is” without any representation or warranty, and in this regard any and all warranties not expressly stated are hereby disclaimed to the maximum extent permitted by law.

14. Agency.

14.1 KOBE is not responsible for, and has no control over, the actions or inactions of any Third Parties that are undertaken against the Client, including:

1. the misrepresentation, fraud, breach of contract, tortious or illegal acts or omissions arising from the Third Party and the Client in relation to the content of the sponsored content carried out by KOBE; and
2. any legal proceedings undertaken by the Third Party against the Client which arise from the content of
3. the sponsored content. Further, in no event shall KOBE be liable to Client for any damages, losses, expenses, liabilities under any causes of action (whether in contract or tort including, but not limited to negligence, or otherwise) caused through the use of, or the inability to use, the Advertising Content in relation to the quote.

14.2 In the event that KOBE is liable for damages despite the foregoing provision, Client agrees that KOBE’s aggregate liability to you for any and all causes of action in relation to the KOBE Content, Services, Site, and the quote, shall not exceed the total amount of fees and charges paid by Client for the Services to KOBE for the one (1) month period immediately preceding the time such liability arose.

15. Authority to Accept Quote

15.1 Each party warrants that the individuals who have signed this quote have the legal power, right and authority to make this quote and bind each respective Party.

15.2 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement, except and to the extent (if any) that this Agreement expressly provides for such Act to apply to any of the terms. The parties to this Agreement may by agreement rescind or vary this Agreement or any terms herein without the consent of the third parties.

16. Amendment, Modification.

No supplement, modification, or amendment of this quote shall be binding unless executed in writing and signed by both Parties.

17. Entire Quote.

17.1 This quote constitutes the entire quote and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions and understandings of the parties, whether written or oral. Should any provision of this quote be determined to be void, invalid or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof which will remain in full force and effect. No waiver or modification of any of the provisions of this quote shall be valid unless in writing and signed by both of the parties.

17.2 The Client shall not, without the written consent of KOBE, assign, mortgage, charge, or dispose of any of its rights, sub-license or sub-contract or otherwise delegate any of its obligations, under the quote.

17.3 KOBE may amend these terms and conditions at any time by varying supplementing and or deleting any one or more of these terms and conditions by giving written notice thereof to the Agency. Any such amendment by KOBE shall take effect on the date specified by KOBE in the notice thereof, or in the absence of any such date, as from the date of the said notice.

17.4 A failure by either party hereto to exercise or enforce any rights conferred upon it by these terms and conditions shall not be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.