Public Offer Agreement

1. GENERAL TERMS AND CONDITIONS

1.1. This document is a public offer (hereinafter referred to as «The Public Offer Agreement», «Public Offer») of Deps Digital PTE. LTD (Company number 202041995W) – a company having its registered office at 10, Anson Road, #20-05, International Plaza, Singapore, 079903, providing professional SEO and marketing service hereinafter referred to as «Agency», and contains all the essential terms of the provision of information and consulting services.

1.2. The Public Offer Agreement is an official document and published on the website of the Agency at the address: https://depsdigital.com/public-offer/.

1.3. In case of payment for services, legal entity or individual thereby confirming the adoption and acceptance of the following terms of the Public Offer and becomes the Customer. The Agency and the Customer are the Parties of the Public Offer.

1.4. The Public Offer does not require signing and stamped by the Customer and maintaining full force and effect.

1.5. In connection with aforementioned, Customer must attentively read the text of this Public Offer and in case of disagreement with the terms and conditions — refuse to conclude the Public Offer and using Agency’s services.

2. SUBJECT OF THE AGREEMENT

2.1. In accordance with the terms of this Public Offer, the Agency shall provide the services in accordance with this Public Offer, specified in the invoice and the Customer undertakes to pay for these services in accordance with the invoice.

3. SERVICES

3.1. In the scope of this Public Offer, Agency may provide the following consulting services to the Customer:

  • Consultation on developing an effective digital marketing strategy that include but not limited to company’s value proposition, key brand messaging, data on target customer demographics, and etc.
  • Consultation on creation a high-converting sales strategy;
  • Consultation on establishing KPIs for tracking the efficiency of services;
  • Suggesting ideas of how to outrank competitors using other marketing channels;
  • Consultation on marketing channels diversification.

3.2. In addition to the p. 3.1 of this Public Offer, Agency may provide the following services to the Customer:

  • Creating Infrastructure for new marketing channels;
  • Setting up advertisement campaigns that include a set of advertisements that are intended to achieve a particular goal;
  • A link building services such as digital marketing services, that help a company to acquire back links through link building activities. Link building activities include manual outreach, guest blogging and broken link building, among other tactics.;
  • Website optimization services that include the process of using controlled experimentation to improve a website’s ability to drive business goals;
  • Developing SEO strategies and plans that include the process of planning, outlining and implementing steps designed to improve search engine rankings;
  • Research on new possible niches for the product development;
  • Content management services that would include managing a software platform that lets its users create, edit, archive, collaborate, report, publish and distribute information.

4. ACCEPTANCE AND CONTRACTING OF THE PUBLIC OFFER

4.1. Customer makes acceptance of the Public Offer by paying for the Agency’s services in respect of which the Public Offer is concludes. Customer’s acceptance of this Public Offer means that he/she is fully agreed with all the provisions of this Public Offer.

4.2. By acceptance of the Public Offer, the Customer warrants that he/she is familiar, agree, fully and unconditionally accept all the terms of the Public Offer in the form in which they are presented.

5. COST OF SERVICES AND PAYMENT

5.1. The costs of services are determined by the Agency in invoice that includes the fixed percentage that is agreed by the parties and may constitute a part of the overall profit increase which was obtained as a result of the increased traffic on the Customer’s website.

5.2. Payment for Services under this Agreement shall be made on the basis of the invoices formed by the Agency.

5.3. The Customer is solely responsible for the accuracy of payments. The moment of payment is considered after receipt of funds to the Agency’s bank or merchant account.

5.4. Agency reserves the right to change rates at their discretion.

5.5. Fee for the Agency’s services is not refundable and does not include the rates of the bank or/and merchant provider.

5.6. The payment shall be performed by the Customer to the Agency within 2 (two) weeks time period after the Agency has issued the invoice to the Customer.

6. TERMS OF SERVICE

6.1. Term of services negotiated individually with the Customer and starts to run from the date of receipt by the Agency of all the required amount of information from the Customer and remains in force until the termination of this Agreement.

6.2. The Agreement ends upon expiration of its duration.

6.3. Customer will be required to make all payments due during the duration of the Agreement.

7. WARRANTIES

7.1. By entering into this Agreement, Customer hereby acknowledge and agree that it is expressly subject to all warranties, promises and guarantees given and made by Customer.

7.2. Agency has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Agency’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

7.3. The Agency is not responsible for changes made to the web site by other parties that adversely affect the search engine rankings of the Customer’s web site.

7.4. The Agency is not responsible for the Customer overwriting SEO work to the Customer’s site. (e.g., Customer/webmaster uploading over work already provided/optimized).

7.5. Each Party agrees that it has the power and authority to execute and deliver this Agreement, to perform its obligations and to carry out the transactions contemplated under this Agreement;

7.6. Each Party agrees that this Agreement has been duly authorized, executed and validly delivered by it and constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms; and

7.7. Customer agrees to make sure that the execution and delivery of this Agreement and the performance of its obligations under this Agreement will not violate any law, regulation or court order, or breach or cause a default under any agreement to which it is a party

8. SEVERABILITY

8.1. The Agency and the Customer acknowledge that this Public Offer is reasonable, valid and enforceable.

8.2. If any term, covenant, condition or provision of this Public Offer is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties′ intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Public Offer will in no way be affected, impaired or invalidated as a result.

9. RIGHTS AND OBLIGATIONS OF THE AGENCY

9.1. Organize and ensure the proper provision of services.

9.2. Use all personal data and confidential information about the Customer only for provision of services, do not transfer and do not show information indicated in documentation and customer information to the third parties.

9.3. Give oral and written consultations on additional issues of the Customer. The amount and timing of counseling, and the form of consultation is determined in each case independently by the Agency.

9.4. The Agency is entitled to unilaterally determine the value of the services provided and to change the terms of this Public Offer.

9.5. The Agency has a right to independently determine the form and methods of services providing on the basis of legal requirements, technical capabilities, as well as the specific conditions of the agreement taking into account wishes of the Customer.

9.6. The Agency may use the services of any natural persons or legal entities, for the purpose of timely and quality fulfilment of obligations under the Public Offer.

9.7. The Agency is not liable for the information provided by the Customer.

9.8. The Agency may demand payment for rendered services or for services which are providing.

9.9. The Agency may refuse providing services for Customer in the case of non-payment (partial payment) for services in a timely manner, at untimely providing of the application for the provision of services.

9.10. The Agency has a right to get from the Customer any information which is necessary to perform its obligations under the Agreement. In case of any incorrect or incomplete information which was provided by the Customer the The Agency is entitled to suspend performance of its obligations under the Agreement before providing the necessary information.

10. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

10.1. Timely and fully pay the cost of Agency’s providing services in the order, in time and in the amount set forth herein.

10.2. To provide the Agency with all the information and data which would be necessary to fulfill its obligations under Agreement.

10.3. The be responsible for the content of information provided to the Agency in order to obtain the services.

10.4. Make sure that the content of the information provided to the Agency complies with the law of the country where the services are being provided.

10.5. Do not disclose confidential information and other data provided by the Agency in connection with the execution of this Public Offer Agreement.

10.6. For the purposes of receiving professional Agency services, Customer agrees to provide him the following:

  • Administrative/back end access to the website for analysis of content and structure;
  • Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., Customer’s web designer, if necessary;
  • Unlimited access to existing website traffic statistics for analysis and tracking purposes;
  • All data, documents, content, art or other information needed by Agency without which Agency cannot provide services under this Agreement.

10.7. Customer authorizes Agency to use all Customer logos, trademarks, web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Agency for search engine positioning and optimization.

10.8. If Customer’s site is lacking in textual content, Customer will provide additional text content in electronic format for the purpose of creating additional or richer web pages. Agency can create site content at additional cost to the Customer. If the Customer is interested in purchasing content from Agency, please contact Agency for a cost estimate.

10.9. Customer represents, warrants and covenants that:

  • it has full power and authority to enter into this Agreement and perform its obligations hereunder;
  • its performance of this Agreement will not violate any contracts with third parties;
  • all materials and digital files submitted to Agency do not contain any computer viruses or other damaging code;
  • all materials and campaigns do not violate any rights of any third parties, including but not limited to copyright, trademark, patents, trade secrets, right to privacy, right of publicity and civil rights; and
  • it is familiar with and all materials and campaigns comply with all applicable laws, regulations and industry guidelines, including but not limited to: local, state and international laws regarding marketing and advertising.

11. CONFIDENTIALITY

11.1. Parties agree that each shall maintain and not disclose any and all confidential or proprietary information that is received from the other as a result of or in connection with Public Offer and/or Services provided in connection therewith.

11.2. Neither Customer nor Agency will, without the other′s prior written consent, disclose to any third party any information concerning the other′s proprietary or confidential information and material, including but not limited to the business or method of working of the other party, which may be revealed as a result of or in connection with Public Offer and/or Services, except as required by law, to the extent that such information may become public knowledge, may be acquired or generated by either party independently from something other than by a breach of this clause or to obtain legal or tax advice.

11.3. This clause shall survive termination of the Public Offer Agreement and remain in force for the period of 5 years after such termination.

12. GOVERNING LAW AND DISPUTE RESOLUTION PROCEDURE

12.1. This Public Offer will be construed in accordance with and governed by the laws of Singapore.

12.2. For all matters not covered in this Public Offer, Parties shall be governed by the laws of Singapore.

12.3. Customer’s claims for the Services provided by the Agency are taken into consideration within 5 (working) days from the date when the dispute arose and through an email.

12.4. Agency and the Customer taking into account the nature of the Service provided and undertake in the case of disputes and disagreements relating to the provision of Services to apply the pretrial procedure for settling the dispute.

12.5. The Parties shall use all reasonable efforts to settle through negotiations any disputes arising out of this Public Offer Agreement, in connection with it or its violation, termination or validity.

12.6. Matters arising from the interpretation and application of this Agreement and are not regulated by it are governed by the laws in force of Singapore. The Parties shall use all reasonable efforts to settle through negotiations any disputes arising out of this Public Offer Agreement, in connection with it or its violation, termination or validity.

13. CLOSING PROVISIONS

13.1. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Public Offer Agreement. Words in the singular mean and include the plural and vice versa.

13.2. No failure or delay by either party to this Public Offer Agreement in exercising any power, right or privilege provided in this Public Offer Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Public Offer Agreement.

13.3. This Public Offer Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Agency and the Customer.
13.4. This Public Offer may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

13.5. This Public Offer constitutes the entire agreement between the parties and there are no further items or provisions, either oral or written. The parties to this Public Offer Agreement stipulate that neither of them has made any representations with respect to the subject matter of this Public Offer Agreement except such representations as are specifically set forth in this Public Offer Agreement.

13.6. The time of conclusion of this Public Offer Agreement shall be the moment of payment enrollment to the Agency’s account.

13.7. The Customer enters into this Public Offer voluntarily, while the Customer:

  • Fully acquainted with the conditions of the Public Offer;
  • Fully understands the subject and conditions of the Public Offer;
  • Fully understands the meaning and consequences of their actions in relation to the conclusion and execution of the Public Offer.

13.8. The Customer has all the rights and powers required for the conclusion and execution of the Public Offer.