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We Are Noodle standard terms and condition of sales.​

Standard Terms and Conditions of Sales


1. Scope of Services:

Our services are outlined in individual project proposals or service agreements, which may include consulting, website development, branding, social media marketing, copywriting, graphic design, UI/UX design, and web analytics setup. Each proposal specifies the deliverables, project timeline, and detailed scope of work agreed upon by both parties.

2. Deliverables:

All agreed project deliverables, including designs, code, documents, and other materials, will be specified in the service agreement or project proposal. Deliverables will be transferred to the client upon completion of the project and after the final payment has been received.

3. Payment Terms:

  • Invoices: Issued at the commencement of each project phase or monthly for ongoing services, as per the agreed schedule in the service agreement.
  • Due Date: Payments are due within 21 days of invoice issuance unless otherwise specified.
  • Late Payment: Late Payment: Payments not received within 60 days will incur interest at the higher of the Singapore Overnight Rate Average (SORA) or the Singapore Interbank Offered Rate (SIBOR), calculated using either the compounded or average rate, plus 2.5% per month, with a minimum interest charge of 6%. This interest will be applied monthly on the outstanding amount until full payment is received.
  • Currency and Fees: Payments are to be made in SGD unless otherwise agreed. The client is responsible for any transaction or currency conversion fees.
  • Non-Payment: If no payment or agreement is reached after 90 days, we reserve the right to take legal action, including claims in small claims court, without further notice.

4. Client Responsibilities:

Clients must provide all necessary information, materials, and access required for project execution in a timely manner. Delays in providing these may affect project timelines and outcomes. Clients must also designate a primary contact for efficient communication.

5. Term and Termination:

This agreement is active from the date specified in the project proposal. Either party may terminate the agreement with a 30-day written notice. If the client opts for early termination, a termination fee of 50% of the remaining value of the engaged service will apply. If either party commits a material breach and fails to cure it within 15 days of receiving written notice, the agreement may be terminated immediately. If a force majeure event lasts more than 60 days, either party may terminate the agreement with written notice. Upon termination, the service provider will be compensated for all work completed up to the termination date.

6. Revisions and Adjustments:

Any revisions or adjustments outside the initial agreed-upon scope of work may incur additional charges. These will be clearly communicated and require written approval before implementation.

7. Warranty and Support:

We provide a standard 30-day support period post-deployment to address any technical issues or bugs. Extended support terms are available and can be negotiated separately.

8. Additional Expenses:

Expenses beyond the standard scope, such as third-party service fees, software purchases, or premium stock images, will only be incurred with prior written approval from the Client. These are billed separately.

9. Cancellation and Refund Policy:

If cancellation is initiated by the client, any payments made are non-refundable and any outstanding work up to the point of cancellation will be billed. A cancellation fee of 25% of the total project value may also apply.

10. Intellectual Property:

The client will own the intellectual property rights to the final deliverables upon full payment. We retain the rights to all underlying methodologies, tools, and processes used in the execution of the project.

11. Confidentiality:

Both parties agree to maintain confidentiality regarding all proprietary information exchanged during the project, for a period of two years after the termination or conclusion of the agreement.

12. Liability and Indemnification:

  • Liability: Our liability for any damages arising from our services is limited to the total amount paid by the client for the specific project.
  • Indemnification: Each party agrees to indemnify the other from any third-party claims arising from breaches of this agreement, including data breaches and intellectual property infringement.

13. Dispute Resolution:

In case of disputes, we will first attempt negotiation and mediation. If unresolved, disputes will be subject to arbitration under the Singapore International Arbitration Centre. If arbitration fails, the matter may be escalated to claim court.

14. Force Majeure:

Neither party is liable for delays or failures caused by circumstances beyond their control, including natural disasters, pandemics, government actions, or other force majeure events. If the force majeure event continues for more than 60 days, either party may terminate the agreement.

15. Compliance with Laws:

Both parties shall comply with all applicable laws and regulations of Singapore and those relevant to the client’s location in the performance of this agreement.

16. Governing Law:

These terms and conditions are governed by the laws of Singapore, and any disputes relating to these terms will be subject to the jurisdiction of Singaporean courts.

17. Change Orders and Project Modifications:

Requests for changes to the agreed scope of work must be made in writing and approved by both parties. Such changes may affect project costs and timelines, necessitating adjustments to the agreement.

18. Subcontracting:

We reserve the right to subcontract parts of the work to qualified third-party contractors while ensuring they comply with the terms of the primary agreement.

19. Data Protection and Privacy:

We commit to protecting and respecting the privacy and security of client data in accordance with applicable data protection laws.

20. Electronic Communication and Signatures:

Electronic communications and signatures are recognised as valid and binding under this agreement, facilitating remote and digital interactions.

21. Ownership of Work-In-Progress:

In the event of project pause or termination, ownership of incomplete work will be handled as specified in the service agreement.

22. Client Representations and Warranties:

Clients warrant that they have the rights to all materials provided for use in the project, protecting the service provider from copyright infringement claims.