These are the standard terms and conditions for Website Design and Development and apply to all contracts and all work undertaken by Idea Batch Sdn Bhd for its clients and represents the entire understanding and constitutes the whole agreement in relation to its subject matter.

Payment

Payment Terms

1. Custom Design Website
   A 50% deposit of the total fee payable under our proposal is due immediately upon signing of the Purchase Order or Quotation; and another 30% is due when development work is ready for review. The remaining 20% shall become due on project is completed and handover. We reserve the right not to commence any work until the deposit has been paid in full.
2. Template Design Website
   100% payment upon confirmation. Remaining monthly fee shall made before the due date. We reserve the right not to commence any work until the payment has been paid in full.
3. Social Media, SEO & Other Digital Marketing Services
   Refer Quotation.

Refund
The deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the agreement. The deposit is not refundable if the development work has been started and you terminate the contract through no fault of ours.

Currency
All prices are in Malaysia Ringgit or US Dollar only.

Bank Account
Payment can be made via cheque or direct bank into IDEA BATCH SDN. BHD. (AmBank Account No.: 8881039603131).

Workflow

Supply Materials
Client must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where Client fail to supply materials, and that prevents the progress of the work, Provider have the right to invoice you for any part or parts of the work already completed.

Revision
We are pleased to offer you the opportunity to make revisions to the design. However, we have the right to limit the number of design proposals up to 3 minor revisions and may charge for additional designs if you make a change to the original design specification.
Our system development phase is flexible and allows certain variations to the original specification. However, any major deviation from the specification will be charged at the rate of RM200.00 per hour.

Approval of Work
On completion of the work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the remaining balance of the project price will become due according to the agreed commercial model.

Rejected Work
If you reject any of our work within the 7-day review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measures to recover payment for the completed work.

Cross Browser Compatibility
We endeavour to ensure that the web sites we create are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate we will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found.

Search Engines
We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimisation according to current best practice.

Backups
You are responsible for maintaining your own backups with respect to your system and we will not be liable for restoring any client data or client systems except to the extent that such data loss arises out of a negligent act or omission by us.

Subcontracting
We reserve the right to subcontract any services that we have agreed to perform for you provided we obtain your prior written consent.

Additional Expenses
You agree to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, SMS credits, domain name registration, web hosting or comparable expenses provided such additional expenses have been mutually agreed by both parties before it was incurred.

Ownership

Ownership of Intellectual Property Rights
You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks, or any other material that you supply to us to include in your system or web applications.
You must indemnify us and hold us harmless from any claims or legal actions related to the content of the materials supplied. The Service Provider represents and warrants that it owns or will own or is authorized to sub-license to the Client all Intellectual Property Rights residing in or arising out of the Software & Services and such Intellectual Property Rights or licenses do not infringe or violate the Intellectual Property Rights of any third party, and as such the Service Provider indemnify and hold the Client harmless from any claims or legal actions related to the infringement of the said Intellectual Property Rights.

Ownership of Domain Names and Hosting
We will supply to your account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred.

Ownership of Source Code
You shall hold the copyright for the agreed upon version of the mobile application or web as delivered. You do not own the content management system (CMS) as in the framework is built across other host as well. You own the source code created in the language of the Web Server Platform that contains the logic and connectors to other software running on the server. Source code may also communicate with outside integrated system servers. You will own your mobile application or web source code on agreed terms with developer(s).

Limitation of Liability

Project Delays and Client Liability
Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. During development there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.

Consequential Loss
Both parties shall not be liable to the other party for any indirect or consequential loss or damages which the other party may suffer which is in any way attributable to any delay in performance or completion of the contract, however that delay arises.
The liability of either Party for all damages arising out of or related to the performance or non-performance of its obligations under this Agreement will not exceed 100% of the Agreement value.

Nondisclosure

We (and any subcontractors we engage) agree that, except as directed by you or required under laws, we will not at any time during or after the term of this agreement disclose any of your confidential information to any other party. Likewise, the client agrees that it will not convey any confidential information of the developer to another party save as required under laws.

Disclaimer

To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of Idea Batch Sdn Bhd under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.

Marketing Rights

Client agrees to be included in the portfolio of Idea Batch Sdn Bhd after the project completion, in which we may describe the scope of the project, publish images of the completed work as well as any information provided by the Client on the performance of the work.

Service Management

Effective support of in-scope Service is a result of maintaining consistent service levels. The following sections provide relevant details on Service availability, monitoring of in-scope Service and related components.

Service Availability
Coverage parameters specific to the service(s) covered in this Agreement within contract schedule are as follows:

• Telephone support: 9:00 A.M. to 6:00 P.M. Monday – Friday
  • Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to answer / action the call, however there will be a backup answer phone service.

• Email support: Monitored 9:00 A.M. to 6:00 P.M. Monday – Friday
  • Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day

Service Requests
In support of services outlined in this Agreement, the Provider will respond to service-related incidents and/or requests submitted by the Client within the following time frames:

• Critical: 24 Hours
• Medium: 3 Days
• Low: 1-2 Weeks

Remote assistance will be provided in-line with the above timescales dependent on the priority of the support request.

Termination

Termination on Notice
Either party may terminate this agreement for any reason, with the prior written consent of the other party, on Thirty (30) business days’ written notice to the other party.

Termination for Material Breach
Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues for a period of Three (3) Business Days’ after the party delivers written notice to the breaching party reasonably detailing the breach.

Termination for Failure to Pay
Provider may terminate this agreement with immediate effect by delivering notice of the termination to Client if Client fails to pay the outstanding amount on time within agreed schedule and Client shall pay the remaining amount payable until the last month of the agreement is in force.

Termination for Insolvency
If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order
Either party may terminate this agreement with immediate effect if there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Updated Mar 2023