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Customer Terms and Conditions


Thank you for choosing OCDIT. The following terms and conditions, including subsequent revisions, will apply to all our engagements. If the terms and conditions are revised, we will provide you with the revised terms and conditions of engagement and the revised terms and conditions of engagement will come into effect and apply upon your receipt of them.


OCDIT Pte Ltd (“OCDIT” or “we”) and CLIENT (“CLIENT’’ or “you’’) agree on the terms and conditions stated hereunder.

Our Service

"Every successful business is built on excellent partnership"
  • OCDIT is committed to serving all our CLIENTs to the best of our abilities. OCDIT will ensure reasonable efforts are made to resolve service requests in a timely manner and provide the fastest, most practicable resolution of technical inquiries. OCDIT, however, does not guarantee that all service requests will be resolved.


Confidentiality and Privacy

"Your data and idea belong to you"
  • From time to time, the CLIENT may provide its own confidential business and technical information to OCDIT. Such information shall be designated as confidential upon or prior to disclosure by the CLIENT. In addition, the preparation and specifications of the deliverables shall in all instances be treated as confidential, unless disclosed publicly by the CLIENT. OCDIT shall to the best of its effort prohibit any use or disclosure of CLIENT’s confidential information, except as necessary to perform work hereunder.


Product Demonstration

  • After the CLIENT has approved the final product, OCDIT may list the CLIENT as a customer of OCDIT and may include logos and links to CLIENT’s website on OCDIT’s website or marketing material. OCDIT might also be showing the CLIENT's projects to a third party if the final products have been made publicly available. OCDIT will also adhere to the following clauses when doing demonstration to a third party:
    • No CLIENT data or source code will be revealed to others at any point in time.
    • Copywriting, design and content are limited to those done by OCDIT.


Changes to Customer Terms and Conditions

  • OCDIT reserves the right to make changes to the Customer Terms and Conditions in the future. If OCDIT were to make any changes, a notification email will be sent out at least 1 month prior to the date of whereby the changes take effect. The updated terms and will be binding unless objections are raised by the CLIENT during the aforementioned period.


Our CLIENT

  • In the course of working for a CLIENT, it is often necessary for us to deal with various individuals, especially if the CLIENT is an organization. Occasionally, we also have to deal with people from affiliated, related or other companies. This can sometimes cause confusion as to who the CLIENT actually is. To avoid doubt or dispute as to the identity of our CLIENT, for the purposes of our appointment, the CLIENT is the person(s), entity or entities identified in the quotation, proposal or engagement letter.
  • OCDIT is an independent contractor. For any purpose, OCDIT is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venture or partner of CLIENT.
  • Services and/or advice provided are to our CLIENTs only, and no other person should rely on such services and/or advice without our written consent. Our duty of care is to our CLIENT named in the engagement letter and we do not owe any duty of care or liability to any other person or organization.


Our Scope of Services

  • Our understanding of the scope of our services to you is set out in the proposal engagement letter. We will not undertake any other tasks unless specified in the engagement letter or in subsequent written instructions which are accepted by us. When additional tasks or subsequent instructions are accepted by us, these Terms & Conditions will apply to them.
  • As you will appreciate, it is not possible to predict the outcome of a matter with absolute certainty, as the outcome depends on many variable factors. In the circumstances, we cannot and do not guarantee the outcome or completion of any matter.


Code of Conduct

  • The CLIENT shall act in good faith and keep their promises whatever written or verbal.
  • The CLIENT shall not:
    1. engage any illegal or immoral activities;
    2. conduct any discriminatory, pornographic, obscene, violent behaviour or behaviour that may offend human dignity;
    3. perform any interaction contains any profane language, hate speech, content which is offensive or is likely to harass, embarrass, bully or upset any other person or group;
    4. interfere with the provision of OCDIT services.
  • OCDIT will notice the CLIENT if there are any aforesaid activities observed in CLIENT’s actions or behaviours or interactions when using OCDIT services. If such activities continue after notice, OCDIT may terminate the engagement without prior notice and have the right to claim damages due to termination.
  • OCDIT shall have the right to report and provide reasonable assistance to any law enforcement agent or judicial authorities of Singapore and/or other jurisdictions for any suspected illegal activities.


Fees and Costs

  • Our professional fees are as set out in the quotation.
  • If we had initially agreed on a fixed fee but the scope of the work later increases beyond that which was originally instructed, it may be necessary for us to revise our fee upwards.
  • If the basis of our charges are hourly rates, please note that they are only a general basis for determining the fees for our work. Our staff do record time and dollar amounts are assigned to them for internal purposes. Urgent work and work performed outside normal office hours, on weekends and on public holidays may be billed at an increased rate (based on the relevant staff’s hourly rate x 2).
    • Unless otherwise stated, our manhour rate for associate consultant is US$250/hour and senior consultant and/or above is US$500/hour.
  • Our rates are reviewed periodically and may change during the course of your matter. If they are revised, the revised rate will apply from the date of the change. We will provide updated ranges upon request.
  • Apart from professional fees, there are other costs which may be incurred on your behalf. Such other costs will be charged to you with an additional 20% administrative fee.
  • Unless otherwise stated, our price and fees are subjected to additional local or regional tax.


Deposit or Prepayment

  • Unless stated otherwise, you are required to place a deposit or prepayment in advanced to cover our initial costs.
  • Hardware or software licenses sold are non-refundable unless defect.
  • Service fees are non-refundable unless due to OCDIT’s professional negligence or wilful misconduct that leads to direct losses or damages to CLIENT.
  • When deposit or prepayment are requested, payment must be made in order for us to begin our engagement, or if we have already begun our engagement, for us to continue our engagement. If for any reason those payments are not completed, then it will be a basis for us to cease our engagement with you upon giving the requisite notice as provided below.
  • We will refund you, or such other person(s) that you may direct in writing, any excess deposit in your account after our final bill is rendered and paid. If such funds remain unclaimed by you, we may apply under the Trustees Act for such funds to be paid into Court, following which, we will be discharged from any further obligations to you in respect of these funds. In the event such application is necessary, you hereby authorise us to deduct from such funds our administrative costs of making such application.


Billing Arrangements

  • It is our practice to issue bills periodically. If you would like to be billed at specific intervals, please let us know in advanced.
  • Our bills are usually payable immediately. In the event of late payment of bills, we reserve the right to impose a 5% monthly recurring late payment fee from the 15th day of the due date of the bill.
  • If our bills remain unpaid fourteen days after their issue, we may terminate our engagement with you.
  • If you have any queries regarding a particular bill that has been issued to you, please do bring this to our attention immediately so that we may have your queries answered and resolved promptly.
  • All our bills are issued on the basis that we receive the amount billed. If you are required to pay withholding tax or any other tax in respect of our bill, that amount must not be deducted from our bill. All bank or remittance charges incurred in relation to payment of our bills will be borne by you and our bill should be paid net of all bank or remittance charges.
  • If we have to perform break-fix because of reasons not attributable to us, you agree to pay us for any resulting costs even if we have ceased engagement with you. These resulting costs include our time spent, calculated at our staff’s rate card.
  • Should we, our officers or our employees be exposed to any claims, actions, liabilities or damages (hereafter “Adverse Claims”) arising from or in connection with our provision of services to you (excluding those which are finally judicially determined to have resulted from gross negligence or wilful misconduct on our part) you agree to indemnify us and our associate and employees for all costs in respect of such Adverse Claims.
  • In the event of our having to be involved in any Related Claims or Adverse Claims, we would also have to seek reimbursement from you of costs which we may incur in investigating, preparing for or defending such Related Claims or Adverse Claims. Examples of such reimbursable costs would include but not limited to attorneys’ fees, experts’ fees, disbursements, and compensation for the time expended by our lawyers in connection with any such action or claim, calculated at the hourly rate for the relevant lawyers involved. This would apply whether or not in connection with pending or threatened litigation in which we are a party or potential party.


Documents

  • In the course of our dealings with you, we are likely to obtain possession of copies or originals of documents or other materials belonging to you or others. If there are no other arrangements made with you, our policy is that we may at our discretion return all materials in your file to you or destroy them at the end of seven years after the closing of your file. We will not do so if we decide it is inappropriate or impermissible to destroy all or any portion of the materials in the file.


Limitation of Liability

  • We, our officers, and any individual employee will not be liable to you in connection with our provision of services to you except for losses, claims, damages, liabilities or expenses incurred by you that result directly from our or that particular officer’s or employee’s professional negligence or wilful misconduct. This clause is applicable to the extent permitted by law.


Confidentiality and Acceptable Use

  • You shall treat any information made available or disclosed to you as confidential as a result of or related to these Customer Terms and Conditions. You shall not disclose or use for the benefit of any person other than OCDIT.
  • Our proposals, presentations, demonstrations, or any other materials provided to you during our negotiation are confidential. Unless otherwise agreed by us in writing, you shall not use any of them for any purpose.
  • Except as set out below and in our terms of engagement, all information that we receive from you during this engagement will be maintained in confidential.
  • There may be circumstances in which we are compelled by law to provide information regarding your affairs to regulatory or other authorities, and we may not be permitted to inform you that we have done so. Whenever your legal privilege excuses us from doing so, we will claim it. If you require further advice on this area, please enquire us.
  • We may be asked, from time to time, by various publications to provide examples of any information regarding our recent experience in particular areas of expertise, or we may include such information on our website. However, to protect our customer’s privacy we will refrain from naming our CLIENTs and any information that we acquire in the course of acting for them, unless we are expressly authorized to do so, or that information is already in the public domain. By signing the quotation, proposal and engagement letter and agreeing to these terms and conditions, your consent is given to our disclosing the fact that you are a customer of OCDIT and to describing the matter to which this engagement relates. This consent is appreciated and will enable us to continue to promote OCDIT and its expertise. Except to this very limited extent, we will not voluntarily disclose any confidential information relating to this engagement.


Data Protection

  • We may collect, use and/or disclose personal data from you for the purposes of providing services and/or in the ordinary course of our work. We may disclose such personal data to our affiliated entities, third party service providers and agents, other professional advisors, and consultants with whom we are dealing on your behalf, any necessary governmental authorities and other third parties including counsel for an opposing party.
  • Details about how we process personal data are set out in our personal data protection policy (as updated from time to time), a copy of which is available at https://www.ocdit.com/privacy.
  • Where you provide us with any personal data of third parties, you confirm that you have obtained all necessary consents to do so, and that we may collect, use and disclose such personal data for the purposes set out above, in accordance with the Personal Data Protection Act 2012.


Complete Agreement

  • These Terms and Conditions is automatically applied when transacting with us and is applied on any existing and contemporaneous written and oral agreements and understandings between us. They constitute the entire and complete agreement between us.
  • These Terms and Conditions may only be modified by subsequent written agreement between us.


Partial Invalidity

  • If any provision or portion of these Customer Terms and Condition is wholly or partly unenforceable, the remainder of that provision will still remain in effect.


Termination

  • Our services may be terminated by either party before completion of the work for which our services were engaged. Even though our engagement may come to an end, you will still be responsible for payment of our costs accrued and/or incurred up to the date of the termination or which are reasonably necessary after that.
  • You are engaging us to provide services in a specific matter(s). After completion of the matter(s), changes may occur in laws or regulations which may have an impact on your future rights or responsibilities. Unless you engage us after completion of the matter(s) to provide additional services arising after completion, it is understood and agreed that we will have no continuing obligation to advise you or any other person or entity with respect to future developments.


Force Majeure

  • Neither CLIENT and OCDIT shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control, including without limitation a demand for earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts, or other labour disturbances.


Governing Law and Dispute Resolution

  • These Customer Terms and Conditions shall be governed by the laws of the Republic of Singapore.
  • You agree that you will not commence proceedings in relation to any Fee Dispute until and unless you have in good faith attempted to settle the Fee Dispute by mediation and the Fee Dispute cannot be resolved or settled within 45 days after the mediation has commenced before the appointed mediator(s).
  • In the event such disputes and differences referred to above cannot be resolved or settled through mediation within 45 days after the mediation has commenced before the appointed mediator(s), such disputes and differences shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed incorporated by reference to this clause. In relation to such arbitration:
    • the place and seat of arbitration shall be Singapore;
    • the administrative and appointing authority shall be the Singapore International Arbitration Centre;
    • the dispute shall be determined by a single arbitrator, such arbitrator to be appointed by mutual agreement between us, or in the event that no mutual agreement is reached, then in accordance with the SIAC Rules;
    • the language to be used in the arbitral proceedings shall be English; and
    • the arbitration proceedings shall be governed by the International Arbitration Act (“IAA”), Chapter 143A of Singapore and Part II of the IAA and the UNCITRAL Model Law shall apply.


Translation

  • Should there be any discrepancies between the English and Chinese versions of this Customers Terms and Conditions or any other agreement, the English version shall prevail.