Terms and Conditions
Terms and Conditions of CyberWhale Innovations Pte. Ltd., 1 North Bridge Road #B1 - 35 High Street Centre, Singapore (179094), (hereinafter referred to as "CyberWhale Innovations")
1. General
1.1 These General Terms and Conditions (GTC) apply to all contracts concluded between CyberWhale Innovations and the customer, unless deviating contractual conditions have been incorporated by CyberWhale Innovations.
1.2 CyberWhale Innovations offers various agency services to the customer. The specific scope of services is the subject of individual agreements between CyberWhale Innovations and the customer.
1.3 CyberWhale Innovations does not conclude contracts with consumers or private individuals.
1.4 CyberWhale Innovations is entitled to assign the necessary services to subcontractors in its own name and for its own account, who may in turn also use subcontractors. CyberWhale Innovations remains the sole contracting party of the customer. The use of subcontractors does not occur if it is apparent to CyberWhale Innovations that their use is contrary to the legitimate interests of the customer.
1.5 If, in addition to these GTC, further contractual documents in text or written form have become part of the contract, the provisions of these additional contractual documents take precedence over these GTC in the event of a contradiction.
1.6 CyberWhale Innovations does not recognize GTC deviating from these terms and conditions, which are used by the customer, without express consent.
2. Obligations of the Customer to Cooperate
2.1 If the customer provides CyberWhale Innovations with texts, images, or other content, they must ensure that these contents do not violate third-party rights (e.g., copyrights) or other legal norms. In this context, it is pointed out that CyberWhale Innovations is not legally authorized to provide legal advisory services to the customer. CyberWhale Innovations is particularly not obligated and legally not able to check the customer’s business model and/or the works (layouts, graphics, texts, etc.) created or acquired by the customer for their compatibility with applicable law. Specifically, CyberWhale Innovations will not conduct trademark searches or other protective rights collision checks regarding the works provided by the customer. Insofar as the customer issues specific instructions concerning the work to be produced, they are liable for it themselves.
2.2 The customer is obliged to provide the information, data, works (e.g., data for the imprint, graphics, etc.) and access to be provided by them for the purpose of order fulfillment completely and correctly. They must also ensure that the instructions they give comply with applicable law.
2.3 The customer – subject to different individual agreements – is responsible for procuring the material for providing the agency services (e.g., graphics, videos) themselves and provides these to CyberWhale Innovations in a timely manner. If the customer does not provide these and also does not give further specifications, CyberWhale Innovations can, at its discretion, use image material from common providers (e.g., stock photo service providers) while observing copyright labeling requirements or provide the corresponding parts of the website with a placeholder.
2.4 CyberWhale Innovations is not responsible to the customer in any way for delays and lateness in implementing projects caused by a delayed (necessary) cooperation or contribution from the customer; the provisions under the heading “Liability/Indemnification” remain unaffected by this.
2.5 If the customer does not fulfill their obligations to cooperate from this clause, CyberWhale Innovations may charge the customer for the additional effort (e.g., costs for stock photos and time spent searching for them) incurred as a result.
Online presence and technology
3. Website, Web Development, and Shop Creation (Agile)
3.1 Unless differing individual agreements have been made, the creation of new or the expansion of existing websites/shops or web/shop components (hereinafter “website creation”) is based on agile methods. The other provisions of these General Terms and Conditions remain unaffected.
3.2 The subject of website creation contracts between CyberWhale Innovations Pte. Ltd. and the customer is fundamentally the development of new websites or the expansion of existing websites (e.g., integrating new interfaces or programming new online applications) while adhering to the customer’s technical and/or design specifications. Website creation contracts concluded between the parties are contracts for work.
3.3 The services agreed upon in detail arise from the contract individually concluded between CyberWhale Innovations Pte. Ltd. and the customer. To this end, the customer initially makes a request to CyberWhale Innovations Pte. Ltd. with as precise a description as possible of the desired website content they desire (design contents like images, layouts, logos, fonts, etc. are to be defined and provided by the customer unless differing agreements are reserved). This request represents an invitation to submit an offer by CyberWhale Innovations Pte. Ltd. CyberWhale Innovations Pte. Ltd. will check the customer’s ideas described in the request to the best of their knowledge and belief for completeness, suitability (except for legal suitability, especially concerning third-party rights), clarity, feasibility, and consistency and create an offer based on the desires emerging from the customer request. A contract between CyberWhale Innovations Pte. Ltd. and the customer is only established through the customer’s acceptance of the offer.
3.4 The customer can introduce customer requests at any time, as long as they are covered by the originally agreed-upon scope of services. Such adjustments become part of the original contract when both contract parties agree in text form (e.g., via email). Otherwise, CyberWhale Innovations Pte. Ltd. is only obligated to produce the functions/positions listed in the contract or to provide the agreed-upon service. Additional services must be agreed upon separately and compensated.
3.5 As soon as the website has been completed, CyberWhale Innovations Pte. Ltd. will ask the customer to accept the website.
3.6 A prerequisite for the activity of CyberWhale Innovations Pte. Ltd. is that all data (e.g., texts, templates, graphics, fonts) and/or system environments required for the project’s implementation be provided to CyberWhale Innovations Pte. Ltd. by the customer in a timely and suitable manner. For delays and tardiness in implementing projects that arise from delayed (necessary) cooperation or contribution on the part of the customer, CyberWhale Innovations Pte. Ltd. is not responsible to the customer in any respect.
3.7 Checking or procurement of rights, procurement and/or integration of plugins and/or tools (e.g., statistics) or certificates (e.g., SSL/TLS) are only owed by CyberWhale Innovations Pte. Ltd. if this is explicitly agreed upon in the individual contract. There is no entitlement to the issuing of graphics, source codes, (development) documentation, manuals, and other additional documentation – except for differing explicit individual agreements.
3.8 Unless otherwise agreed, the created websites are optimized for the Chrome, Safari, Firefox, and Edge browsers in their respective current versions (the last two versions of the browser). Search engine optimization (SEO) is only owed if it was explicitly agreed upon. Optimization for mobile devices is also only owed if this has been expressly agreed upon.
3.9 CyberWhale Innovations Pte. Ltd. is not authorized and not obligated to advise the customer on competitive, consumer, labeling, data protection, or other legal questions in the sense of the Legal Services Act. It is therefore the customer’s responsibility to inform themselves about the competitive, consumer, or labeling legal provisions applicable to their shop/website and, if necessary, to have the shop/website checked by a specialized lawyer.
3.10 After the websites and/or individual parts thereof have been completed, CyberWhale Innovations Pte. Ltd. can offer the customer maintenance and care services concerning the websites. However, CyberWhale Innovations Pte. Ltd. is neither obligated to make such an offer, nor must the customer take advantage of CyberWhale Innovations Pte. Ltd.’s further service offers. Corresponding agreements are exclusively the subject of individual agreements. If no additional maintenance and care services are agreed upon between the parties, after acceptance, the customer alone is responsible for the technical maintenance and up-to-dateness of the websites. CyberWhale Innovations Pte. Ltd. is not liable to the customer for potential security gaps exploited for unlawful purposes (hacking) through the use of outdated third-party software.
4. Website, Web Development, and Shop Creation (Requirements and Specifications)
4.1 If the contracting parties have agreed on the creation of new or the expansion of existing websites/shops or web/shop components (hereinafter “website creation”) based on a requirements and specifications document, the order processing takes place in accordance with the present clause.
4.2 The subject of website creation contracts between CyberWhale Innovations Pte. Ltd. and the customer is fundamentally the development of new websites or the expansion of existing websites (e.g., integrating new interfaces or programming new online applications) in compliance with the technical and/or design specifications of the customer. Website creation contracts concluded between the parties are contracts for work and services.
4.3 The scope of the services to be provided by CyberWhale Innovations Pte. Ltd. is determined by individual contractual agreements between the parties and by a detailed requirements document prepared by the customer, as well as the subsequent specifications document. CyberWhale Innovations Pte. Ltd. will check the customer’s ideas described in the requirements document for completeness, suitability (except for legal suitability, especially regarding third-party rights), clarity, feasibility, and consistency. If CyberWhale Innovations Pte. Ltd. recognizes that the specifications contained in the requirements document are not suitable for creating a website, they will promptly notify the customer and propose an appropriate addition and/or adjustment to the requirements document. The customer must respond in writing or in text form to any suggestions from CyberWhale Innovations Pte. Ltd. regarding the requirements document within a reasonable period and finally confirm the contents of the requirements document in a binding manner in writing or text form. Once there is an agreement between the parties regarding the requirements document, its contents become part of the contract.
4.4 Based on the requirements document, CyberWhale Innovations Pte. Ltd. creates a specifications document, which particularly describes the technical and/or design implementation of the specifications contained in the requirements document. After completion, CyberWhale Innovations Pte. Ltd. presents the specifications document to the customer for approval. The customer is entitled to reject the specifications document created by CyberWhale Innovations Pte. Ltd. and communicate changes or adjustments. CyberWhale Innovations Pte. Ltd. commits to presenting a maximum of two alternative proposals considering the customer’s wishes. If the customer finally disagrees with the last proposal from CyberWhale Innovations Pte. Ltd., either party can – if legally possible – extraordinarily terminate or withdraw from the contract. Fees and/or expenses incurred in connection with the requirements and/or specifications document by CyberWhale Innovations Pte. Ltd. are to be reasonably compensated or replaced by the customer in this case.
4.5 If the specifications document is approved by the customer, the services described therein are considered as finally agreed upon between the parties. Any deviation from the contents of the specifications document approved by the customer requires an express individual agreement between the parties. CyberWhale Innovations Pte. Ltd. does not provide any services beyond those described in the specifications document approved by the customer. Likewise, CyberWhale Innovations Pte. Ltd. generally does not provide reduced services compared to those described in the specifications document approved by the customer. After the specifications document is approved by the customer, CyberWhale Innovations Pte. Ltd. develops and programs the websites in compliance with the agreed specifications.
4.6 A prerequisite for the activity of CyberWhale Innovations Pte. Ltd. is that all data (e.g., texts, templates, graphics) and/or system environments required by the customer for the implementation of the project are provided to CyberWhale Innovations Pte. Ltd. in a timely and suitable manner. For delays in project implementation resulting from late or necessary collaboration or input from the customer, CyberWhale Innovations Pte. Ltd. is in no way responsible to the customer.
4.7 As soon as the Project is completed, CyberWhale Innovations Pte. Ltd. will ask the customer to approve the website. If needed, a testing phase can be agreed upon before approval. If the customer identifies errors before approval or during an agreed testing phase, they will notify CyberWhale Innovations Pte. Ltd. in writing or text form. CyberWhale Innovations Pte. Ltd. will endeavor to correct the errors professionally. For this purpose, CyberWhale Innovations Pte. Ltd. may provide temporary workarounds.
4.8 The examination or procurement of rights, the acquisition and/or integration of plugins and/or tools (e.g., statistics) or certificates (e.g., SSL/TLS) are only owed by CyberWhale Innovations Pte. Ltd. if this has been expressly agreed upon individually. There is no entitlement to the release of graphics, source codes, (development) documentation, manuals, and other supplementary documentation – unless otherwise expressly agreed upon individually.
4.9 Unless otherwise agreed, the created websites are optimized for the browsers Chrome, Safari, Firefox, and Edge in their respective current version (the last two versions of the browser). Search engine optimization (SEO) is only owed if it has been expressly agreed upon. Optimization for mobile devices is also only owed if this has been expressly agreed upon.
4.10 CyberWhale Innovations Pte. Ltd. is neither entitled nor obliged to advise the customer on competition, consumer, labeling, data protection, or other legal issues in the sense of the Legal Services Act. It is therefore up to the customer to inform themselves about the competitive, consumer, or labeling legal regulations applicable to their shop/website and, if necessary, to have the shop/website checked by a specialized lawyer.
4.11 After completing the websites and/or individual parts thereof, CyberWhale Innovations Pte. Ltd. can offer the customer maintenance and care services concerning the websites. However, CyberWhale Innovations Pte. Ltd. is not obligated to make such an offer, nor does the customer have to accept the further service offers from CyberWhale Innovations Pte. Ltd. Appropriate agreements are exclusively the subject of individual agreements. If no additional maintenance and care services are agreed upon between the parties, after approval, the customer alone is responsible for the technical maintenance and timeliness of the websites. CyberWhale Innovations Pte. Ltd. is not liable to the customer for any security vulnerabilities that arise from the use of outdated third-party software for unlawful purposes (hacking).
5. Maintenance and Support of Websites/Shops
5.1 After the completion of the websites and/or individual parts thereof, CyberWhale Innovations Pte. Ltd. may offer the customer maintenance and support services in relation to the websites (hereinafter referred to as “maintenance contracts”). CyberWhale Innovations Pte. Ltd. may also offer the maintenance of third-party websites. However, CyberWhale Innovations Pte. Ltd. is neither obliged to make such an offer nor is the customer required to take advantage of the further service offers from CyberWhale Innovations Pte. Ltd. Corresponding agreements are exclusively the subject of individual arrangements.
5.2 The content of the maintenance contracts includes the elimination of functional disturbances as well as occasion-related updating of the website for common web browsers in their respective current version. More extensive services, such as regular maintenance, may possibly be agreed upon in an individual contract.
5.3 A prerequisite for the maintenance is that the contents to be maintained are compatible with the systems of CyberWhale Innovations Pte. Ltd. The compatibility can be impaired in particular by outdated components of the contents to be maintained or by unauthorized changes made by the customer. Should the compatibility not be guaranteed, the customer must establish this independently (e.g., through appropriate updates) or commission CyberWhale Innovations Pte. Ltd. separately to establish compatibility.
5.4 CyberWhale Innovations Pte. Ltd. is not liable for functional disturbances and incompatibilities that were caused by unauthorized changes by the customer or are based on other errors that are not within the responsibility of CyberWhale Innovations Pte. Ltd.; the provisions under “Liability/Indemnification” remain unaffected by this.
5.5 The maintenance includes, subject to differing agreements, only the technical, but not the content-related, updating of the website. CyberWhale Innovations Pte. Ltd. is especially not obliged to update the imprint or the data protection declaration.
6. Domain Registration
6.1 CyberWhale Innovations Pte. Ltd. offers the customer domain registration services. The specific scope of services (domain registration, storage space, certificates, etc.) is the subject of individual agreements between the parties.
6.2 The contract relationship required for the registration of the respective domain is established directly between the customer and the respective domain allocation office or the respective registrar. In the relationship between the customer and the allocation office, CyberWhale Innovations Pte. Ltd. acts merely as an intermediary, without having its own influence on the allocation of the domain.
6.3 The customer bears full responsibility for ensuring that the domain they desire does not infringe on the rights of third parties. A review of the domain for its legal admissibility is not owed.
6.4 For the registration of domains, the respective conditions of the individual allocation offices additionally apply. CyberWhale Innovations Pte. Ltd. will inform the customer of any special features in the case of intended registration.
7. Webhosting
7.1 CyberWhale Innovations Pte. Ltd. also offers hosting services to the customer. CyberWhale Innovations Pte. Ltd. may use the servers of third-party companies to fulfill its services. CyberWhale Innovations Pte. Ltd. will inform the customer about any third-party companies used before the conclusion of the contract. The specific scope of services (domain management, storage space, email hosting, certificates, etc.) is the subject of individual agreements between the parties.
7.2 Unless otherwise agreed, in the event of web hosting being commissioned, CyberWhale Innovations Pte. Ltd. takes over the administration and management of the data. The customer generally does not have access to the administration backend of the hosting system, unless the parties have agreed otherwise.
7.3 The availability of the servers used by CyberWhale Innovations Pte. Ltd. for hosting purposes is at least 99% on an annual average. Excluded from this are those times during which the servers are not accessible due to events that are not influenced by CyberWhale Innovations Pte. Ltd. (force majeure, actions of third parties, technical problems outside the sphere of influence of CyberWhale Innovations Pte. Ltd., etc.).
7.4 Unless otherwise agreed, the customer has no claim to the assignment of a fixed IP address for their internet presence. Technical or legal changes are possible at any time and are reserved.
7.5 The customer is obliged to keep their passwords and other access data – provided by CyberWhale Innovations Pte. Ltd. – confidential and not to pass them on to third parties. The customer is responsible for any misuse by third parties, unless CyberWhale Innovations Pte. Ltd. is responsible for this.
7.6 It is the customer’s responsibility to create regular backup copies of their hosted data. If the customer is unable to do this, they must commission CyberWhale Innovations Pte. Ltd. or other technically suitable third parties to secure them. The customer is liable for any data losses that occur due to a lack of data backup.
8. Email Archiving
8.1 CyberWhale Innovations Pte. Ltd. offers the customer email setup, management, and/or archiving services. CyberWhale Innovations Pte. Ltd. takes over the long-term storage of emails in a separate archive for the customer. CyberWhale Innovations Pte. Ltd. is entitled to use external service providers (subcontractors) for this purpose. The specific scope of services (number of mailboxes, size, and configurability of the email archive, etc.) is subject to individual agreements between the parties.
8.2 CyberWhale Innovations Pte. Ltd. does not check whether the customer is subject to legal archiving or retention obligations according to tax regulations or sales tax law. Compliant email archiving or compliance with the Principles for Properly Maintaining, Keeping and Storing Books, Records and Documents in Electronic Form and for Data Access (GoBD) is only owed if it has been expressly agreed upon.
8.3 After the end of the contract term, the customer can no longer access the email archive set up for them. CyberWhale Innovations Pte. Ltd. deletes the archived emails, subject to different individual agreements, 3 months after the end of the contract term. The customer will be informed about the specific deletion date upon termination of the contract and at the latest 2 weeks before the final deletion; this information also contains a prompt for alternative data backup possibilities. It is the customer’s responsibility to back up the data elsewhere before its final deletion or to ask CyberWhale Innovations Pte. Ltd. in due time for a corresponding backup; if the backup is performed by CyberWhale Innovations Pte. Ltd., additional costs will be incurred.
9. Design of Print Products
9.1 The subject of design contracts in the print area between CyberWhale Innovations Pte. Ltd. and the customer is fundamentally the development of print products according to the customer’s design specifications (e.g., design of banners, post graphics, posters, signs, flyers, roll-ups, vehicle or shop window decals, textiles, or logo drafts). Design contracts concluded between the parties are contracts for work. A differing scope of performance can be individually agreed upon between the parties.
9.2 The specifically agreed-upon services result from the contract individually concluded between CyberWhale Innovations Pte. Ltd. and the customer. For this purpose, the customer initially makes a request to CyberWhale Innovations Pte. Ltd. with as accurate a description as possible of the desired design services they want. This request represents an invitation to CyberWhale Innovations Pte. Ltd. to make an offer. CyberWhale Innovations Pte. Ltd. will examine the customer’s ideas described in the request to the best of their knowledge and belief for completeness, suitability (excluding legal suitability, especially regarding third-party rights), clarity, feasibility, and consistency and will create an offer based on the wishes arising from the customer’s request. A contract between CyberWhale Innovations Pte. Ltd. and the customer only comes into existence through the customer’s acceptance of the offer.
9.3 After the conclusion of the contract, the customer’s requirements will be discussed in a further briefing if necessary and the specifications will be detailed. At this point, customer requests can be introduced, provided they are covered by the originally agreed scope of performance. If necessary, there is an option for a rebriefing before the manufacturing of the subject matter of performance. Adjustments become part of the original contract when both contracting parties agree in text form (e.g., via email). Otherwise, CyberWhale Innovations Pte. Ltd. is only obliged to produce the items listed in the contract. Services beyond this must be agreed upon and compensated for separately.
9.4 As soon as the agreed subject matter of performance has been completed, CyberWhale Innovations Pte. Ltd. will ask the customer to accept the work.
9.5 Unless otherwise agreed, the customer is entitled to two correction loops. Complaints regarding the artistic design are generally excluded after the agreed correction loops have been carried out. If the customer desires further changes, they must bear the additional costs.
9.6 A prerequisite for the activity of CyberWhale Innovations Pte. Ltd. is that the customer provides all data (texts, templates, graphics, etc.) necessary for the implementation of the project to CyberWhale Innovations Pte. Ltd. in a suitable form before the start of the order. CyberWhale Innovations Pte. Ltd. is in no way responsible to the customer for delays and lateness in the implementation of projects resulting from delayed (necessary) cooperation or collaboration by the customer. If the customer does not comply with this obligation, CyberWhale Innovations Pte. Ltd. can charge the customer for the time expenditure resulting from this.
9.7 Remuneration is the subject of an individual contract agreement between the parties. Otherwise, the statutory provisions apply.
9.8 Unless otherwise contractually agreed and not otherwise to be expected from the purpose of the contract, CyberWhale Innovations Pte. Ltd., when creating print products, owes only the handing over of a print file (e.g., PDF, JPG, or PNG) alongside the contractually agreed subject matters of performance. The customer is not entitled to receive an editable file (e.g., open files from graphic programs).
10. Handling of Print Orders
10.1 CyberWhale Innovations Pte. Ltd. offers the customer the handling of orders for the creation of print products (flyers, brochures, posters, catalogs, etc.). CyberWhale Innovations Pte. Ltd. undertakes all actions agreed upon for this, e.g., communication with the respective print service provider performing the print. Depending on the agreement, CyberWhale Innovations Pte. Ltd. provides the services as a direct business or as a brokerage business.
10.2 If the parties agree on a direct business, CyberWhale Innovations Pte. Ltd. prints the ordered print products themselves or commissions a print service provider in its own name and on its own account. In this case, CyberWhale Innovations Pte. Ltd. is the customer’s sole contract partner. No contractual relationship arises between the customer and the print service provider. CyberWhale Innovations Pte. Ltd. directly invoices the customer for the print products. The customer accepts the print products from CyberWhale Innovations Pte. Ltd.
10.3 If the parties agree on a brokerage business, CyberWhale Innovations Pte. Ltd. concludes the contract for the creation of print products with the print service provider in the name and on the account of the customer or mediates such a contract. CyberWhale Innovations Pte. Ltd. acts as a pure mediator towards the print service provider. The contractual relationship arises solely between the customer and the print service provider. CyberWhale Innovations Pte. Ltd. is not involved in this contract. CyberWhale Innovations Pte. Ltd. informs the customer about all essential steps and coordinates the details of the contract content and conclusion (especially regarding type, prices, and quantities) with the customer and is bound by their instructions. The respective price and/or business conditions of the print service provider apply. The customer pays the services directly to the print service provider. The acceptance of the print products takes place with the print service provider. It is the customer’s responsibility to check the completed print products for their defect-free nature. CyberWhale Innovations Pte. Ltd. is not liable for the contract-compliant production of the print products by the print service provider, especially not for their content, inventory, quality, and/or condition. In the event of a dispute, CyberWhale Innovations Pte. Ltd. provides the customer – as far as legally permissible – with all necessary information. Support beyond this for the assertion of defect warranty or other claims is not owed by CyberWhale Innovations Pte. Ltd. The provisions under “Liability/Indemnity” remain unaffected by this.
10.4 The customer is obligated to carefully check the print data to be transmitted for content and technical correctness and completeness before transmitting it to the print service provider. Subject to deviating agreements, CyberWhale Innovations Pte. Ltd. does not check the print data for content or technical correctness. The print of the ordered print products only takes place once the customer has given the final print release.9.2 The specifically agreed-upon services result from the contract individually concluded between CyberWhale Innovations Pte. Ltd. and the customer. For this purpose, the customer initially makes a request to CyberWhale Innovations Pte. Ltd. with as accurate a description as possible of the desired design services they want. This request represents an invitation to CyberWhale Innovations Pte. Ltd. to make an offer. CyberWhale Innovations Pte. Ltd. will examine the customer’s ideas described in the request to the best of their knowledge and belief for completeness, suitability (excluding legal suitability, especially regarding third-party rights), clarity, feasibility, and consistency and will create an offer based on the wishes arising from the customer’s request. A contract between CyberWhale Innovations Pte. Ltd. and the customer only comes into existence through the customer’s acceptance of the offer.
9.3 After the conclusion of the contract, the customer’s requirements will be discussed in a further briefing if necessary and the specifications will be detailed. At this point, customer requests can be introduced, provided they are covered by the originally agreed scope of performance. If necessary, there is an option for a rebriefing before the manufacturing of the subject matter of performance. Adjustments become part of the original contract when both contracting parties agree in text form (e.g., via email). Otherwise, CyberWhale Innovations Pte. Ltd. is only obliged to produce the items listed in the contract. Services beyond this must be agreed upon and compensated for separately.
9.4 As soon as the agreed subject matter of performance has been completed, CyberWhale Innovations Pte. Ltd. will ask the customer to accept the work.
9.5 Unless otherwise agreed, the customer is entitled to two correction loops. Complaints regarding the artistic design are generally excluded after the agreed correction loops have been carried out. If the customer desires further changes, they must bear the additional costs.
9.6 A prerequisite for the activity of CyberWhale Innovations Pte. Ltd. is that the customer provides all data (texts, templates, graphics, etc.) necessary for the implementation of the project to CyberWhale Innovations Pte. Ltd. in a suitable form before the start of the order. CyberWhale Innovations Pte. Ltd. is in no way responsible to the customer for delays and lateness in the implementation of projects resulting from delayed (necessary) cooperation or collaboration by the customer. If the customer does not comply with this obligation, CyberWhale Innovations Pte. Ltd. can charge the customer for the time expenditure resulting from this.
9.7 Remuneration is the subject of an individual contract agreement between the parties. Otherwise, the statutory provisions apply.
9.8 Unless otherwise contractually agreed and not otherwise to be expected from the purpose of the contract, CyberWhale Innovations Pte. Ltd., when creating print products, owes only the handing over of a print file (e.g., PDF, JPG, or PNG) alongside the contractually agreed subject matters of performance. The customer is not entitled to receive an editable file (e.g., open files from graphic programs).
11. Video and Photography
11.1 CyberWhale Innovations Pte. Ltd. creates professional videos and photographs for its customers. The services agreed upon in detail result from the contract individually concluded between CyberWhale Innovations Pte. Ltd. and the customer.
11.2 The customer initially makes a request at CyberWhale Innovations Pte. Ltd. with as precise a description as possible of the services they desire. This request represents an invitation to submit an offer by CyberWhale Innovations Pte. Ltd. CyberWhale Innovations Pte. Ltd. will check the customer’s ideas described in the request to the best of its knowledge and belief for completeness, suitability (except for legal suitability, especially concerning third-party rights), clarity, feasibility, and consistency and will create an offer based on the wishes emerging from the customer’s request. A contract between CyberWhale Innovations Pte. Ltd. and the customer only comes into being through the acceptance of the offer by the customer.
11.3 Customer specifications are taken into account to the best knowledge and belief. The contracting parties acknowledge that creating videos and photographs is a creative service that requires a high degree of artistic freedom. Therefore, CyberWhale Innovations Pte. Ltd. owes only the creation of a work that, according to its own experience and assessment, corresponds to the customer’s wishes. Complaints regarding artistic design are fundamentally excluded.
11.4 Unless otherwise agreed, the customer has the right to two correction loops concerning image editing (e.g., through filters and effects) of the created photographs; however, a re-creation of the photographs is excluded. Complaints regarding artistic design are fundamentally excluded. If the customer desires further changes beyond this, they must bear the additional costs.
11.5 If the customer provides people for the creation of videos or photographs (e.g., their employees or professional models), they alone are responsible for ensuring that the relevant persons have consented to the use of the recordings. They are particularly responsible for concluding suitable model release contracts and obtaining data protection-compliant employee consents.
11.6 As soon as the agreed service item has been completed, CyberWhale Innovations Pte. Ltd. will ask the customer to accept the work.
11.7 Unless otherwise agreed individually, CyberWhale Innovations Pte. Ltd. may demand that a suitable copyright notice is placed in an appropriate place on the created works.
11.8 Unless otherwise contractually agreed and not otherwise expected from the contractual purpose, the customer generally only receives images that have been edited for the respective intended use. The customer does not have a claim to the surrender of the raw data or editable files (RAW files, open files from image programs, etc.).
11.9 If CyberWhale Innovations Pte. Ltd. cannot or does not want to perform the services mentioned here itself, it can mediate suitable service providers for this to the customer (brokerage business). If the parties agree on a brokerage business, CyberWhale Innovations Pte. Ltd. concludes the contract for the creation of the videos/photographs with the third-party service provider in the name and on the account of the customer or mediates such a contract. CyberWhale Innovations Pte. Ltd. acts as a pure mediator towards the third-party service provider. The contractual relationship arises solely between the customer and the third-party service provider. CyberWhale Innovations Pte. Ltd. is not involved in this contract. CyberWhale Innovations Pte. Ltd. informs the customer about all essential steps and coordinates the details of the contract content and conclusion (especially regarding type and prices) with the customer and is bound by their instructions. The respective price and/or business conditions of the third-party service provider apply. The customer pays the services directly to the third-party service provider. Acceptance of the services takes place with the third-party service provider. It is the customer’s responsibility to check the completed video/photographs for their defect-free nature. CyberWhale Innovations Pte. Ltd. is not liable for the contract-compliant production of the services by the third-party service provider. In the event of a dispute, CyberWhale Innovations Pte. Ltd. provides the customer – as far as legally permissible – with all necessary information. Support beyond this for the assertion of defect warranty or other claims is not owed by CyberWhale Innovations Pte. Ltd. The provisions under “Liability/Exemption” remain unaffected by this.
12. Creation of Texts / Copywriting
12.1 CyberWhale Innovations Pte. Ltd. creates texts for the customer, among other things (e.g., press releases, contributions for websites, advertising texts, etc.). The contents of these texts are determined by individual contracts.
12.2 As soon as the agreed texts have been completed, CyberWhale Innovations Pte. Ltd. will submit them to the customer for approval and acceptance. Unless otherwise agreed, the customer is entitled to two correction loops. Complaints regarding stylistic design or the inclusion of new information in the text are generally excluded after the second revision loop. If the customer desires further changes beyond this, they must bear the additional costs.
12.3 If CyberWhale Innovations Pte. Ltd. has been commissioned with the publication, the texts will be published, subject to different agreements, only after approval by the customer; the approval also constitutes acceptance of the texts. In the case of press releases, a distribution date will also be determined after approval, on which these should be transmitted to the media. If the customer publishes the texts themselves or is supposed to publish them, they must accept the texts in advance. If the customer publishes the texts before acceptance, the publication is considered as acceptance.
12.4 CyberWhale Innovations Pte. Ltd. is liable for errors discovered after release/acceptance exclusively according to the provisions under the heading “Liability/Indemnity.”
13. Design and Concept of Graphics and Logos (Designs)
13.1 CyberWhale Innovations Pte. Ltd., upon agreement with the customer, takes over the conception and design of graphics and/or logos (hereinafter referred to as “designs”).
13.2 To do this, the customer first submits a request to CyberWhale Innovations Pte. Ltd. with as precise a description as possible of the designs they desire. This request represents an invitation to submit an offer by CyberWhale Innovations Pte. Ltd. CyberWhale Innovations Pte. Ltd. will check the customer’s ideas described in the request to the best of its knowledge and belief for completeness, suitability (except for legal suitability, especially regarding the rights of third parties), clarity, feasibility, and consistency and will create an offer based on the desires emerging from the customer’s request. A contract between CyberWhale Innovations Pte. Ltd. and the customer only comes into effect through the acceptance of the offer by the customer.
13.3 A prerequisite for the activity of CyberWhale Innovations Pte. Ltd. is that the customer provides all data necessary for implementing the project (color definition, etc.) to CyberWhale Innovations Pte. Ltd. in a suitable form before the start of the order. If the customer does not comply with this obligation, CyberWhale Innovations Pte. Ltd. can invoice the customer for the resulting time expenditure.
13.4 Unless otherwise agreed, the customer is entitled to two correction loops for each of the individual designs. After performing these correction loops, adjustment requests and complaints (especially regarding artistic design) will no longer be considered. If the customer desires further changes after the agreed correction loops, CyberWhale Innovations Pte. Ltd. can create these for the customer for an additional fee to be agreed upon.
13.5 As soon as the agreed design has been completed, CyberWhale Innovations Pte. Ltd. will ask the customer to accept the work. The designs will be sent to the customer in a common file format.
13.6 CyberWhale Innovations Pte. Ltd. expressly does not check the final designs for legal permissibility (especially trademark and/or competition law) or for infringement of other trademark and/or protective rights (e.g., brands, design patents, patents, etc.) or for the registrability of the designs, e.g., in official registers.
13.7 CyberWhale Innovations Pte. Ltd. grants the customer the usage rights necessary for the respective purpose to the designs. Unless otherwise stipulated, an unlimited, exclusive right of use is granted for creating logos in terms of time, place, and content; however, individual graphic elements of the logos may be used to create other works as long as this does not create confusion with the created logo. For all other designs, a simple right of use is granted unless otherwise agreed individually. A transfer of usage rights by the customer to third parties requires an individual contractual agreement with CyberWhale Innovations Pte. Ltd. The drafts presented within the correction loop may not be used, duplicated, or passed on to third parties by the customer, neither in the original nor in a modified form, without the express consent of CyberWhale Innovations Pte. Ltd.
13.8 The usage rights are only transferred to the customer after full payment of the fee.
13.9 Unless otherwise agreed individually, CyberWhale Innovations Pte. Ltd. can demand that a suitable copyright notice be placed in an appropriate location on the created works.
Part 4 – Marketing
14. SEO Marketing
CyberWhale Innovations Pte. Ltd. offers the customer, among other things, services in the field of SEO marketing. Within the scope of service provision, CyberWhale Innovations Pte. Ltd. only owes the execution of measures that, based on its own experience, can positively influence the search engine ranking or are expressly ordered by the customer. This is a service in the sense of §§ 611 ff. BGB (German Civil Code). A specific result (e.g., a certain ranking in the search engine hit list) is only owed as part of the SEO services if it has been expressly assured.
15. SEA Campaigns
CyberWhale Innovations Pte. Ltd. offers the customer services in the area of SEA (Search Engine Advertising) campaigns. In the context of providing these services, CyberWhale Innovations Pte. Ltd. is solely obligated to submit proposals regarding advertising-effective keywords and, upon the customer’s approval, to implement the measure (placement of advertisements). These are services. A specific result (e.g., sales figures) is not owed as part of the SEA services unless it has been expressly guaranteed. CyberWhale Innovations Pte. Ltd. is not obligated to verify the legality of keywords. CyberWhale Innovations Pte. Ltd. will make suggestions to the customer regarding the booking of keywords. The legal review, especially with respect to the trademark rights of third parties and the approval of the keywords, is the responsibility of the customer before the campaign is implemented. The fee agreed upon for the services described herein does not include the costs for placing paid advertisements; unless otherwise agreed, these costs are to be borne by the customer.
16. Social Media Marketing
16.1 CyberWhale Innovations Pte. Ltd. provides its customers, among other things, technical support in creating and/or managing social media presences. If the customer avails of these services, CyberWhale Innovations Pte. Ltd. is solely obligated to technically create social media presences and/or technically input the content to be provided by the customer.
16.2 In addition to creating social media presences, posting on behalf and under the name of the customer (so-called ghost-posting) can also be agreed upon. CyberWhale Innovations Pte. Ltd. has freedom in content design, provided there are no specifications from the customer. There is no obligation to respond to posts from third parties or monitor them. This falls under the responsibility of the customer as the operator.
16.3 If the customer specifies content (images, texts, videos, etc.), CyberWhale Innovations Pte. Ltd. will not check this content for its factual or legal correctness. In this respect, it is explicitly pointed out that CyberWhale Innovations Pte. Ltd. is not authorized to provide legal advice to the customer. Should CyberWhale Innovations Pte. Ltd., in individual cases, nevertheless determine that the content provided by the customer violates applicable law, CyberWhale Innovations Pte. Ltd. can refuse to post such content.
16.4 All content must be approved by the customer and will thereafter be uploaded by CyberWhale Innovations Pte. Ltd. to the respective presences, whereby CyberWhale Innovations Pte. Ltd. only owes the technical uploading of the content and is also only responsible for this; the regulations under “Liability/Indemnity” remain unaffected.
16.5 The service provider and person responsible in terms of data protection is the customer alone. CyberWhale Innovations Pte. Ltd. merely acts as a data processor for the customer.
17. Placement of Advertisements
17.1 CyberWhale Innovations Pte. Ltd. assists the customer in placing advertisements on social media portals, search engines, and other media (“Advertisements”).
17.2 CyberWhale Innovations Pte. Ltd. advises the customer on how to design their advertisements to achieve the highest possible visibility. Specific results (e.g., sales figures, leads) are not guaranteed.
17.3 CyberWhale Innovations Pte. Ltd. also supports the customer in conceiving texts and images for the advertisements. However, the selection of content for the advertisements (images, texts, videos, imprints, etc.) is solely the responsibility of the customer. CyberWhale Innovations Pte. Ltd. will not check these contents, nor the advertisements as a whole, for their factual or legal correctness. In this respect, it is expressly pointed out that CyberWhale Innovations Pte. Ltd. is not authorized to provide legal advice to the customer. Should CyberWhale Innovations Pte. Ltd., in individual cases, determine that the content provided by the customer and/or the advertisements violate applicable law, CyberWhale Innovations Pte. Ltd. can refuse to post such content or create the advertisements.
17.4 All content must be approved by the customer and will thereafter be uploaded by CyberWhale Innovations Pte. Ltd. to the respective advertising channels, whereby CyberWhale Innovations Pte. Ltd. only owes the technical uploading of the content and is also only responsible for this; the provisions under “Liability/Indemnification” remain unaffected.
17.5 The fee agreed for the services described herein does not include the costs of placing paid advertisements; subject to different agreements, these costs are to be borne by the customer.
17.6 The service provider and person responsible in terms of data protection is the customer alone. CyberWhale Innovations Pte. Ltd. merely acts as a data processor for the customer.
Part 5 - Other Provisions
18. Prices and Remuneration
The remuneration for the services of CyberWhale Innovations Pte. Ltd. is subject to an individual contractual agreement between the parties and is generally based on the offer.
19. Acceptance
Insofar as a work performance has been agreed upon, CyberWhale Innovations Pte. Ltd. may demand that acceptance be made in writing; written acceptance is only owed if CyberWhale Innovations Pte. Ltd. requests the customer to do so. The acceptance provisions of the Civil Code remain unaffected. The acceptance period is set at 2 weeks from notification of completion of the work, unless a longer acceptance period is required in individual cases due to special circumstances, which CyberWhale Innovations Pte. Ltd. will inform the customer of separately. If the customer does not respond within this period or does not refuse acceptance due to a defect, the work is considered accepted.
20. Warranty for Defects
A minor defect does not establish defect claims. The choice of the type of subsequent performance is up to CyberWhale Innovations Pte. Ltd.. The limitation period for defects and other claims is one (1) year; this shortening of the limitation period does not apply to claims resulting from intentional, gross negligence, or from injury to life, limb, or health by CyberWhale Innovations Pte. Ltd.. The limitation period does not restart if a subsequent performance takes place within the scope of defect liability. Otherwise, the statutory warranty for defects remains unaffected.
21. Business Hours
The regular business hours of CyberWhale Innovations Pte. Ltd., during which support calls, other types of contacts, and the provision of work services take place, are from Monday to Friday, 09:00 AM to 05:00 PM (hereinafter: “business hours”). Inquiries received outside these times are considered to have been received on the next following business day and are processed accordingly. Additional fees may apply for service or support inquiries as well as the performance of work services outside regular business hours, which must be agreed separately. Please note that our business hours may vary on public holidays. Detailed information about working hours on holidays and any changes to business hours will be announced in advance on our website and/or through direct communication as far as possible.Business Hours
The regular business hours of CyberWhale Innovations Pte. Ltd., during which support calls, other types of contacts, and the provision of work services take place, are from Monday to Friday, 09:00 AM to 05:00 PM (hereinafter: “business hours”). Inquiries received outside these times are considered to have been received on the next following business day and are processed accordingly. Additional fees may apply for service or support inquiries as well as the performance of work services outside regular business hours, which must be agreed separately. Please note that our business hours may vary on public holidays. Detailed information about working hours on holidays and any changes to business hours will be announced in advance on our website and/or through direct communication as far as possible.
22. Contract Duration for Continuous Obligations
Unless otherwise specified in and outside of these T&Cs, continuous obligations have a minimum term of 12 months. The notice period is 3 months. If the contract is not terminated on time at the end of the term, it is automatically extended by a further 12 months. The right to extraordinary, immediate termination for good cause remains unaffected.The regular business hours of CyberWhale Innovations Pte. Ltd., during which support calls, other types of contacts, and the provision of work services take place, are from Monday to Friday, 09:00 AM to 05:00 PM (hereinafter: “business hours”). Inquiries received outside these times are considered to have been received on the next following business day and are processed accordingly. Additional fees may apply for service or support inquiries as well as the performance of work services outside regular business hours, which must be agreed separately. Please note that our business hours may vary on public holidays. Detailed information about working hours on holidays and any changes to business hours will be announced in advance on our website and/or through direct communication as far as possible.
23. Granting of Rights, Self-promotion, and Right to Acknowledgment
23.1 Subject to other provisions in these conditions, CyberWhale Innovations Pte. Ltd. grants the customer – upon full payment of the order – a basic, non-transferable usage right to the commissioned work results. More extensive rights can be agreed upon individually.
23.2 Unless otherwise agreed, the customer expressly permits CyberWhale Innovations Pte. Ltd. to publicly present the project for self-promotion purposes (references/portfolio) in an appropriate manner. In particular, CyberWhale Innovations Pte. Ltd. is entitled to advertise the business relationship with the customer and to indicate itself as the creator on all produced advertising materials and in all advertising activities, without the customer being entitled to any payment.
23.3 Furthermore, CyberWhale Innovations Pte. Ltd. is authorized to place its own name, with a link, in an appropriate manner in the footer and imprint of the website(s) created by CyberWhale Innovations Pte. Ltd., without the customer being entitled to any payment for this.
24. Confidentiality
24.1 CyberWhale Innovations Pte. Ltd. will treat all business transactions that come to its knowledge, particularly, but not exclusively, print materials, layouts, storyboards, numerical data, drawings, sound tapes, pictures, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products, and such other documents containing films and/or audio plays and/or other copyrighted materials of the customer or companies associated with him, with strict confidentiality. CyberWhale Innovations Pte. Ltd. commits to imposing the obligation of confidentiality on all employees and/or third parties (e.g., suppliers, graphic designers, programmers, film producers, sound studios, etc.) who have access to the aforementioned business transactions. The obligation of confidentiality applies indefinitely beyond the duration of this contract.
25. Liability/Indemnification
25.1 CyberWhale Innovations Pte. Ltd. is liable, for any legal reason without limitation, in the case of intent or gross negligence, for intentional or negligent injury to life, body, or health, due to a guarantee promise, unless otherwise provided in this respect, or due to mandatory liability, such as under the Product Liability Act. If CyberWhale Innovations Pte. Ltd. negligently violates an essential contractual obligation, the liability is limited to the contract-typical, foreseeable damage unless unlimited liability is provided according to the preceding sentence. Essential contractual obligations are obligations that the contract imposes on CyberWhale Innovations Pte. Ltd. according to its content to achieve the purpose of the contract, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance of which the customer may regularly rely. Otherwise, liability by CyberWhale Innovations Pte. Ltd. is excluded. The aforementioned liability regulations also apply with respect to the liability of CyberWhale Innovations Pte. Ltd. for its vicarious agents and legal representatives.
25.2 The customer indemnifies CyberWhale Innovations Pte. Ltd. from any claims by third parties that are asserted against CyberWhale Innovations Pte. Ltd. due to violations of the customer against these general terms and conditions or against applicable law.
26. Cancellation
26.1 Cancellations are not permitted for services that have been partially or fully utilized, or for which work has already commenced. This policy ensures the effective management of resources allocated to providing these services and honors all commitments made.
27. Final Provisions
27.1 The contracts concluded between CyberWhale Innovations Pte. Ltd. and the customers are subject to the substantive law of the Republic of Singapore, excluding UN purchase law.
27.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law, or does not have a general venue in Singapore, the parties agree to the seat of CyberWhale Innovations Pte. Ltd. as the jurisdiction for all disputes arising from this contractual relationship; exclusive jurisdictions remain unaffected by this.
27.3 CyberWhale Innovations Pte. Ltd. is entitled to change these general terms and conditions for objectively justified reasons (e.g., changes in jurisprudence, legal situation, market conditions, or business or corporate strategy) while adhering to a reasonable period. Existing customers will be notified by email at least two weeks before the changes take effect. If the existing customer does not object within the period set in the change notification, their approval of the change is considered granted. If they object, the changes do not take effect; in this case, CyberWhale Innovations Pte. Ltd. is entitled to extraordinarily terminate the contract at the time the change comes into effect. The notification of the intended change to these general terms and conditions will point out the period and the consequences of the objection or its absence.
