The following terms pertain to the provision of SEOCompany.ME services (“the Services”) by CodeXapper Digital Pte Ltd (Company) to the Client.

SEO

Keywords and SEO deliverables must be mutually agreed.

The website’s technical issues are to be fixed by the Client. If the Client is unwilling to share the website files access. In that case, the Company will prepare a list of tasks and points to be implemented or fixed on the website and pass it to the Client to fix. The Client will provide full website access (FTP/Cpanel/Website Admin) within 15 days of the SEO settlement.

The Client warrants that the finalised keywords or content for the SEO does not violate the law or any regulation.

The Company will do the SEO of the provided domain only. The Client warrants that it has not received any written notice of claim. The keywords and/or the website’s contents do not infringe, interfere with, violate or misappropriate the intellectual property rights of any other party. The Client does not deal with any illegal activities or anything against the law, and the Company has no involvement in such activities if any are found.

Suppose the Company notifies the Client of a claim or cause of action against the Company that the website’s contents infringe a presently existing intellectual property right of another third party. In that case, the Client shall indemnify and defend such claim or cause of action at its own expense and pay any costs or damages, including but not limited to all legal fees and disbursements which may be reasonably incurred or finally awarded against the Company.

The Company SEO guarantee (if settled) does not apply if:

a. Changes on the website made by parties other than the Company.

b. The website is offline, not because of the Company.

c. Google releases an update to its algorithm.

d. If the Company and the Client have settled a milestone or guaranteed SEO performance, but the Company is unable to deliver it at no fault of the Client, such as website access is provided, website content changes are implemented, all the technical SEO points are fixed by the Client which the customer and the client website provide was never offline then the Company shall work for free for no more than one month. The Client is free to stop the Company’s SEO services.

The SEO guarantee begins when the Company publishes the SEO content on the Client’s Website. The guarantee is void if the Company’s changes are overwritten or lost by the Client.

The Client acknowledges that the Company gives no guarantee that SEO will generate any increase in leads & sales, web traffic, higher search engine ranking, profits or any other form of improvement for the Client’s business or any other purpose.

PPC / PAID DIGITAL MARKETING

Scope of Work and Authorisation

The Company will deliver advertising services as agreed, using selected keywords and platforms to optimise and manage the performance of the Client’s campaigns. Platforms may include, but are not limited to, Google Ads (Search, Display and Video), Facebook & Instagram and LinkedIn.

The Client authorises the Company to access relevant accounts and tools (e.g., Google Ads, Search Console, Facebook Business Manager, LinkedIn Ads, Google Analytics) necessary to set up and execute the campaigns.

The Client is responsible for supplying keyword suggestions, ad copy references, and creative assets and ensures they hold full legal rights to use any content provided. The Company can use these digital and social media marketing assets within the agreed target locations.

If any provided assets become restricted or unavailable, the Client must notify the Company promptly in writing. Similarly, the Client must review any creative work produced by the Company. The Client must communicate concerns regarding brand compliance or corporate identity in writing. The Client is also responsible for sharing brand guidelines and restricted terms before the campaign begins.

INTELLECTUAL PROPERTY & WARRANTIES

The Company guarantees its original ad creatives and copy do not knowingly infringe on third-party rights. However, the Client must conduct due diligence to confirm no prior conflicts exist. The Company holds no liability for unforeseen issues beyond this warranty.

PLATFORM POLICIES AND LIMITATIONS

The Client understands that ad visibility and performance depend on third-party advertising platforms, whose policies and algorithms are beyond the Company’s control. Ad placements may be rejected or removed at the discretion of these platforms.

The Client must notify the Company of any keywords that should be explicitly excluded for compliance, branding, or legal reasons.

MEDIA SPEND AND PAYMENT TERMS

Paid campaign marketing budgets can be paid directly by the Client to the platforms or routed through the Company upon full advance payment of the invoiced amount, including the management fees and campaign spending budget.

Ad Copy & Revisions

The Company will collect the Client’s USP, marketing objective, and content to include and exclude and provide a set number of ad variations (text and visuals) for the Client’s review. Unless otherwise agreed, each variation includes one round of revision. Additional revision rounds may incur extra fees, which will be communicated and approved before implementation.

Performance Disclaimer

While the Company applies proven strategies and experienced management; the Company does not guarantee specific outcomes such as increased leads, sales or ROI. In summary, results cannot be guaranteed.

SOCIAL MEDIA

The Company will provide the Client with Services and is authorised to use Social Media Advertising to enhance the Client’s advertising campaign performance within the agreed channel.

To provide these services, “Client” agrees to provide platform page credentials, admin access, brand guidelines, content suggestions & requirements for ad creation where applicable.

The Client acknowledges that the Company has no control over channel policies for accepted sites or content. Targeting is at the Company’s discretion. The Client may pay media spending directly to the targeted platform, or the Company can pay on the Client’s behalf after receiving full payment for the media spending, including management fees.

The Client acknowledges that the Company will provide several ad variations for approval. Unless otherwise agreed, there is one round of revisions per ad. Additional revisions may incur extra fees, which the Company will disclose and require Client approval before proceeding.

CLIENT LOGO AND CASE STUDIES

The Client grants the Company the right to use their name, logo, and a summary of the project or campaign as part of the Company’s marketing and advertising materials. This may include (but is not limited to) website content, case studies, social media posts, presentations, and promotional materials to highlight our services and success stories.

Suppose the Client prefers not to be featured or mentioned on the website and marketing material. In that case, they may request removal or exclusion at any time by notifying the Company in writing. Upon receipt of such a request, the Company will take reasonable steps to remove or exclude the Client’s information from all future marketing materials.

REFUND TERMS

Once the project commences, both parties acknowledge there will not be any refund.

TERMINATION TERMS

Both parties agree that there is no contract termination once the work commences, except if the client’s business is shutting down or the business has stopped operation. 

CONFIDENTIALITY

Confidential information (“Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Customer. 

The Service Provider agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any Confidential Information which the Service Provider has obtained, except as authorised by the Client. This obligation will survive indefinitely upon termination of this Agreement. 

All written and oral information and material disclosed or provided by the Client to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement, or how it was provided to the Service Provider. 

DATA PROTECTION

Both Parties must maintain the confidentiality of Personal Data, and must protect Personal Data with reasonable and adequate security measures against unauthorized, accidental or unlawful access, disclosure, use or processing, destruction, corruption, interference, loss, modification, amendment, disposal, erasure or alteration or other misuse. In the event that both parties know of any breach or potential breach of protective measures or if there has been any actual or potential unauthorized or accidental disclosure of Personal Data, both parties must inform the other immediately.

DATA PRIVACY

In the event, the Service Provider may collect, use, and process the Client’s data in accordance with the Service Provider’s online privacy policy. 

NOTIFICATION OF SECURITY BREACHES

The Company shall advise the Client promptly if it is aware or suspects that the security of the Confidential Information has or may be compromised in any way whatsoever, and shall use its best endeavours to assist the Client in recovering the Confidential Information or preventing its further disclosure or use.

COMPLIANCE WITH NOTIFICATION LAW

The Service Provider shall comply with all applicable laws regarding the notification of individuals in the event of an unauthorised release of personally identifiable information and notification over other unauthorised data and information disclosures. 

INTELLECTUAL PROPERTY

a. This Agreement does not transfer any interest in Intellectual Property Rights (“IPR”). All intellectual property rights developed or created by a Party in relation to the business shall be owned by that Party. 

b. The Client will grant a non-exclusive, personal, royalty-free license during the term of this Agreement to use its created IPR in relation to the business to the extent necessary for the Service Provider to carry out its obligations in relation to the business.

c. Each Party will safeguard their own IPR. 

All intellectual property and related material, including any trade secrets, moral rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the “Intellectual Property”) that is developed or produced under this Agreement by the Contractor, is a “work made for hire” and will be the sole property of the Contractor. The use of the Intellectual Property by the Contractor will not be restricted in any manner. 

a. The Client may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Contractor. The Client will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property. 

b. The Service Provider reserves the rights, titles, and interest in all technology and data associated with the software and services, the design, format, and processing of the services, the database, programs, protocols, displays, and manuals relating to the services network (including but not limited to any modification, addition, or improvement thereto). 

c. The Service Provider’s name and logos are owned by Codexapper Digital Pte Ltd and are protected as the Service Provider’s intellectual property. 

OWNERSHIP

The Service Provider owns and retains all rights, titles, and interest, including all IPRs in and to the Service and all technologies related thereto, including any and all algorithms or processes developed by the Service Provider and all derivatives, modifications, or improvements of or to any of the foregoing made by or for the Service Provider, whether or not created or developed in connection with the Service.

CAPACITY AND/OR INDEPENDENT CONTRACTORS

In providing the Services under this Agreement, it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Client acknowledges that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. 

INDEMNIFICATION

a. The Client shall defend, indemnify and hold the Service Provider harmless against claims, actions, proceedings, losses, damages, expenses, and cost (including without limitation, court costs and reasonable legal fees) of infringing on a third-party’s rights arising out of or in connection with the Client’s use of the Services. 

b. In the situation set forth in DISPUTE RESOLUTION, the Service Provider may terminate this Agreement by giving 2 days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client. 

DISPUTE RESOLUTION

If a dispute arises out of or in connection with this Agreement. In that case, the Parties will attempt to resolve the dispute through friendly consultation. The dispute still needs to be resolved within a reasonable period. In that case, any or all outstanding issues may be submitted to mediation under any statutory rules. In case of mediation is unavailable or is not successful in resolving the entire dispute. In that case, any outstanding issues will be submitted to final and binding arbitration under the laws of Singapore and subject to the non-exclusive jurisdiction of the Singapore courts.

GOVERNING LAW

It is the intention of both Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with the laws of Singapore and be subject to the non-exclusive jurisdiction of the Singapore courts.