Terms & Conditions

OhmsHub Terms and Conditions*

Effective Date: 1 June 2025

Preamble & Acceptance*

These Terms and Conditions (“Terms”) govern the provision of services (“Services”) by OhmsHub, a brand under OhmsKids Pte. Ltd. (ACRA Registration No. 202445337R) (“OhmsHub”, “we”, “us”, “our”), to you, the client (“Client”, “you”, “your”). By engaging OhmsHub for Services, or by accessing or using any deliverables, you agree to be bound by these Terms in their entirety. These Terms, together with any Statement of Work (SOW), constitute the entire agreement between OhmsHub and the Client.

1. Scope of Services

1.1 *Inclusions/Exclusions*:

    – Services are strictly limited to the scope, deliverables, and timelines expressly outlined in a mutually agreed upon Statement of Work (SOW). Any requests for services or deliverables outside the SOW (“Additional Services”) will require a separate written agreement or SOW amendment and may incur additional fees.

    – OhmsHub reserves the right, at its sole discretion, to decline or exclude tasks it deems outside its core expertise, unethical, illegal, or counterproductive to the Client’s stated goals as understood by OhmsHub.

1.2 *Service Levels*: OhmsHub will use commercially reasonable efforts to provide the Services in a professional and workmanlike manner. Specific service levels, if any, will be detailed in the applicable SOW.

2. Client Obligations

2.1 *Resource Provision & Cooperation*:

    – Client shall provide all necessary complete and accurate data, information, materials, system access (including necessary credentials), and personnel cooperation (“Client Resources”) within *five (5) business days* of OhmsHub’s request (or as otherwise mutually agreed in the SOW).

    – Failure to provide Client Resources in a timely manner may result in delays to the Service schedule. OhmsHub shall not be liable for such delays and reserves the right to pause Services and charge a standby fee of *$100 per hour (or part thereof)* for resources allocated but unable to proceed due to Client delay, after providing Client with at least *24 hours’ notice* of intent to charge such a fee.

2.2 *Compliance & Authorizations*:

    – Client warrants that all materials, data, content, and information provided to OhmsHub (collectively, “Client Materials”) comply with all applicable laws, regulations, and industry standards, including but not limited to the Personal Data Protection Act (PDPA) of Singapore.

    – Client further warrants that Client Materials do not infringe upon or misappropriate any third-party rights, including but not limited to intellectual property rights, privacy rights, or confidentiality obligations. Client confirms it has all necessary rights and permissions to provide Client Materials to OhmsHub for use in connection with the Services.

2.3 *Client Systems & Security*: Client is solely responsible for maintaining the security and integrity of its own systems, networks, and data.

3. Payment Terms

3.1 *Fees & Invoicing*: Fees for Services shall be as set forth in the applicable SOW or as otherwise agreed in writing. Unless otherwise specified, all fees are quoted in Singapore Dollars (SGD).

3.2 *Non-Refundable Payments*: All payments made to OhmsHub, including but not limited to deposits, subscription fees, project fees, and fees for custom development, are final and non-refundable, except as may be expressly agreed otherwise in an SOW or required by applicable law.

3.3 *Auto-Renewal for Subscriptions: Subscription-based Services will automatically renew for successive periods equal to the initial subscription term unless Client provides written notice of non-renewal at least **ninety (90) days* prior to the end of the then-current term.

3.4 *Cost Escalation: OhmsHub reserves the right to increase its fees for any Services annually. Such an increase will not exceed **the greater of five percent (5%) or the prevailing annual Consumer Price Index (CPI) in Singapore. OhmsHub will provide Client with at least **ninety (90) days* prior written notice of any such fee increase. For fixed-term SOWs, fee increases will apply upon renewal or extension.

3.5 *Late Payments*: Invoices are due upon receipt, unless otherwise stated in the SOW. Late payments will accrue interest at a rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the due date until paid in full. OhmsHub may suspend Services for overdue accounts.

4. Intellectual Property

4.1 *OhmsHub Ownership*:

    – All pre-existing intellectual property owned by OhmsHub, and all intellectual property developed, created, conceived, or reduced to practice by OhmsHub during the provision of Services (including, without limitation, software, code, algorithms, workflows, tools, templates, designs, documentation, know-how, and methodologies) (collectively, “OhmsHub IP”) shall be and remain the sole and exclusive property of OhmsHub.

    – Subject to full payment of all applicable fees, Client is granted a limited, *non-exclusive, non-transferable, non-sublicensable license* to use OhmsHub IP solely for Client’s internal business purposes as directly contemplated by the SOW. This license is revocable by OhmsHub in the event of Client’s material breach of these Terms or the SOW.

4.2 *Client-Generated IP & Materials*:

    – Client retains ownership of its pre-existing intellectual property and Client Materials.

    – Client grants OhmsHub a *perpetual, irrevocable, worldwide, royalty-free, non-exclusive license* to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display Client Materials and any intellectual property generated by Client through the use of the Services, to the extent necessary for OhmsHub to provide the Services and for OhmsHub’s ongoing business purposes, including but not limited to service improvement, analytics, and marketing (subject to confidentiality obligations for Client’s Confidential Information not intended for public disclosure and the provisions of Section 12).

5. Confidentiality

5.1 *Definition*: “Confidential Information” includes all non-public information disclosed by one party to the other, designated as confidential or which reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. OhmsHub’s Confidential Information includes, without limitation, its proprietary methods, systems, technology, pricing structures, internal processes, and the terms of any SOW. Client’s Confidential Information includes non-public Client Materials clearly identified as confidential.

5.2 *Obligations*: The receiving party will: (i) protect the disclosing party’s Confidential Information with the same degree of care it uses for its own similar information, but no less than reasonable care; (ii) not use any Confidential Information for any purpose outside the scope of these Terms or the SOW; and (iii) not disclose Confidential Information to any third party without prior written consent, except to its employees, contractors, and agents who need to know and are bound by confidentiality obligations at least as restrictive.

5.3 *Exclusions*: Confidential Information does not include information that (i) is or becomes publicly known through no fault of the receiving party; (ii) was in the receiving party’s possession prior to disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed without use of or reference to the disclosing party’s Confidential Information.

5.4 *OhmsHub’s Proprietary Methods*: Client expressly agrees not to (and not to permit any third party to) reverse-engineer, decompile, disassemble, replicate, or otherwise attempt to discover the source code, underlying ideas, algorithms, structure, or organizational form of OhmsHub’s systems, tools, pricing models, or internal processes.

5.5 *Data Retention & Use*: OhmsHub reserves the right to retain and use Client data (which may include data derived from Client Materials and Service usage) in an aggregated and anonymized form for analytics, service improvement, development of case studies (subject to Section 12.1), training, and other internal business purposes. Personally identifiable Client Confidential Information will be handled in accordance with Section 5.2 and applicable privacy laws.

6. Disclaimer of Warranties, Liability & Indemnification

6.1 *Disclaimer of Warranties*: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OHMSHUB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. OHMSHUB DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPPTED, ERROR-FREE, OR COMPLETELY SECURE. CLIENT ACKNOWLEDGES THAT OHMSHUB DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

6.2 *Limitation of Liability*:

    – TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OHMSHUB’S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED *THE TOTAL FEES ACTUALLY PAID BY CLIENT TO OHMSHUB* UNDER THE APPLICABLE SOW DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    – IN NO EVENT SHALL OHMSHUB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, DATA LOSS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES TO ALL CLAIMS, INCLUDING THIRD-PARTY CLAIMS.

6.3 *Indemnification by Client*: Client shall defend, indemnify, and hold harmless OhmsHub, its officers, directors, employees, agents, and subcontractors from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to: (i) Client’s material breach of these Terms or any SOW; (ii) Client Materials, including any assertion that Client Materials infringe any third-party rights or violate applicable laws; (iii) Client’s use or misuse of the Services or deliverables in a manner not authorized by OhmsHub; (iv) any violation of applicable law by Client; or (v) any gross negligence or willful misconduct of Client.

7. Termination

7.1 *Termination by OhmsHub*:

    – OhmsHub may terminate these Terms and/or any SOW:

        (a) Immediately for Client’s non-payment of fees more than *thirty (30) days* past the due date.

        (b) Upon *fourteen (14) days* written notice for Client’s material breach of these Terms, if such breach is not cured within the notice period.

        (c) Immediately if Client becomes insolvent, makes an assignment for the benefit of creditors, or if proceedings are commenced by or for Client under any bankruptcy or similar laws.

        (d) Upon *thirty (30) days* written notice if OhmsHub reasonably determines that Client has failed to collaborate effectively in a manner that fundamentally hinders Service provision, or if continuing the business relationship is no longer commercially viable for OhmsHub for reasons attributable to significant changes in Client’s requirements or conduct not contemplated in the SOW.

    – Upon such termination by OhmsHub (except for termination under 7.1(d) not due to Client fault where such non-viability is not attributable to Client’s actions), all unpaid fees for Services performed and, if termination is due to Client breach or non-payment (7.1(a), 7.1(b)), a reasonable portion of the remaining fees projected for the term of any SOW (representing OhmsHub’s committed resources and lost opportunity), shall accelerate and become immediately due and payable.

7.2 *Termination by Client*:

    – Client may terminate a subscription Service by providing ninety (90) days’ written notice as per Section 3.3.

    – Client may terminate an SOW for OhmsHub’s uncured material breach after providing OhmsHub with written notice of the breach and a reasonable cure period of at least thirty (30) days.

    – If Client seeks to terminate an SOW or fixed-term Service arrangement early for convenience (i.e., other than for OhmsHub’s uncured material breach), Client shall be liable to pay OhmsHub, as liquidated damages and not as a penalty, an amount equal to:

        (a) *one hundred percent (100%) of the remaining contract value* under the applicable SOW(s) if termination occurs within the first half of the SOW term; OR

        (b) *fifty percent (50%) of the remaining contract value* if termination occurs in the second half of the SOW term.

    This amount is a genuine pre-estimate of the direct losses OhmsHub would suffer due to early termination, including committed resources, administrative costs, and difficulty in redeploying specialized resources on short notice.

7.3 *Effect of Termination & Post-Termination Obligations*:

    – Upon termination or expiration of these Terms or any SOW for any reason:

        (a) Client’s license to use OhmsHub IP shall immediately cease.

        (b) Client must promptly (within 5 business days) delete or destroy all OhmsHub-provided tools, software, templates, deliverables, and OhmsHub Confidential Information in its possession or control and certify such deletion/destruction in writing upon OhmsHub’s request.

        (c) OhmsHub may, at its discretion, publicly disclose the termination of the relationship if Client breaches any post-termination obligations, particularly those related to confidentiality or intellectual property.

    – Accrued rights to payment, and Sections 3, 4, 5, 6, 7.3, 9, 10, 11, 13, 14, and 15 shall survive termination or expiration.

8. Force Majeure

8.1 *Definition*: A “Force Majeure Event” includes, but is not limited to, acts of God, war, terrorism, civil unrest, strikes, lockouts or other labor disputes, fire, flood, earthquake or other natural disasters, epidemics, pandemics, governmental actions or restrictions, regulatory changes, internet service provider failures or delays, denial of service attacks, telecommunication breakdowns, power outages, supply chain disruptions directly impacting OhmsHub’s ability to provide the Services, or any other event or circumstance beyond OhmsHub’s reasonable control which OhmsHub deems disruptive to its ability to perform its obligations.

8.2 *No Liability or Obligation*: OhmsHub shall not be liable for any delay or failure to perform its obligations under these Terms or any SOW if such delay or failure is caused by a Force Majeure Event. During a Force Majeure Event, OhmsHub may suspend Services, extend timelines, or terminate affected SOWs without penalty or liability if performance becomes impossible or commercially impracticable.

9. Dispute Resolution

9.1 *Governing Law*: These Terms and any dispute arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Singapore.

9.2 *Negotiation and Arbitration*:

    – The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Services through negotiation between executives who have authority to settle the controversy.

    – If the dispute cannot be resolved by negotiation within thirty (30) days, any dispute arising out of or in connection with these Terms or the Services, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by mandatory binding arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

    – The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

    – *The costs of the arbitration, including administrative fees and arbitrator’s fees, shall be shared equally by the parties initially, subject to the final award of the arbitrator. The arbitrator shall have the discretion to award reasonable legal fees and other costs to the prevailing party.*

9.3 *Class Action Waiver*: Client agrees that any claims or disputes must be brought in Client’s individual capacity and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). Client expressly waives any ability to maintain any Class Action in any forum.

10. Audit & Compliance

10.1 *Audit Rights*: OhmsHub reserves the right, upon reasonable prior notice (at least 10 business days), to audit Client’s use of OhmsHub IP and deliverables, and Client’s compliance with these Terms, no more than once annually (unless a material breach is reasonably suspected). Such audits may be conducted remotely or, if necessary, at Client’s premises during normal business hours and in a manner that minimizes disruption to Client’s operations. Client agrees to cooperate fully with any such audit.

10.2 *Non-Compliance Rectification: If an audit reveals any non-compliance with these Terms or any SOW, Client shall promptly remedy such non-compliance at its own expense within a mutually agreed timeframe. For each instance of material non-compliance identified, OhmsHub may, at its discretion, require Client to pay a compliance remediation support fee of **up to $2,500 per material violation*, commensurate with the severity and impact of the non-compliance, in addition to any other remedies available. This fee is intended to cover OhmsHub’s administrative, investigative, and support costs related to assisting Client in rectifying the non-compliance.

10.3 *Data Security & Processing*: While OhmsHub implements reasonable security measures for its own systems, Client is solely responsible for securing its systems, data, and access to the Services. OhmsHub is not liable for any security breaches affecting Client’s systems or data unless directly and solely caused by OhmsHub’s gross negligence or willful misconduct. If OhmsHub processes personal data on behalf of the Client, the terms of a separate Data Processing Addendum (DPA), compliant with PDPA, will be provided by OhmsHub and shall form part of this Agreement.

11. Non-Solicitation

11.1 Client agrees that during the term of any engagement with OhmsHub and for a period of *eighteen (18) months* following the termination or expiration thereof for any reason, Client will not directly or indirectly hire, solicit, engage, or contract with (or attempt to hire, solicit, engage, or contract with) any person who is or was an employee, consultant, or subcontractor of OhmsHub and who had material involvement in the provision of Services to the Client.

11.2 *Penalty: In the event of a breach of this Section 11.1, Client agrees to pay OhmsHub, as liquidated damages and not as a penalty, an amount equal to **seventy-five percent (75%) of the annual gross salary or one year’s service fees (whichever is higher and reasonably ascertainable)* of the solicited or hired individual. This amount is a genuine pre-estimate of the costs associated with recruitment, hiring, and training a replacement, and potential disruption to OhmsHub’s business.

12. Marketing & Publicity

12.1 *Case Studies & Portfolio Use: Client agrees that OhmsHub may identify Client as a customer and generally describe the nature of the Services provided in OhmsHub’s portfolio, website, and marketing materials. For more detailed case studies which may include specific project details or metrics, OhmsHub will seek Client’s prior review and consent for the content used. Client may request reasonable anonymization of commercially sensitive data in such case studies. Client may opt-out of any *new public showcases (beyond a general listing of Client as a customer name and logo) by providing written notice to OhmsHub. If substantial work is required by OhmsHub to remove or heavily alter existing published materials due to a late opt-out request for which prior consent was implicitly or explicitly given, a reasonable administrative fee may be discussed and agreed upon.

12.2 *Testimonials & Feedback*: Client grants OhmsHub a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, publish, and distribute any feedback, suggestions, testimonials, or endorsements provided by Client (whether written or verbal) in OhmsHub’s marketing and promotional materials, provided that such use does not disclose Client Confidential Information contrary to Section 5.

13. Survival

The provisions of Sections 3 (Payment Terms), 4 (Intellectual Property), 5 (Confidentiality), 6 (Disclaimer of Warranties, Liability & Indemnification), 7.3 (Effect of Termination & Post-Termination Obligations), 9 (Dispute Resolution), 10 (Audit & Compliance), 11 (Non-Solicitation), 12 (Marketing & Publicity), 13 (Survival), 14 (Amendments), and 15 (Miscellaneous), along with any other provisions which by their nature should survive, shall survive the termination or expiration of these Terms or any SOW.

14. Amendments & Modifications

14.1 OhmsHub reserves the right to revise, modify, or update these Terms at any time. OhmsHub will provide notice of material changes (e.g., via email or a prominent notice on its website) at least thirty (30) days before such changes take effect. Client’s continued use of the Services or acceptance of any SOW after such revisions become effective will constitute Client’s binding acceptance of the updated Terms. It is Client’s responsibility to review the Terms periodically. If Client objects to any material changes, Client’s sole recourse is to terminate the Services in accordance with Section 7.2, provided that if the change is materially adverse to Client and Client terminates for that reason within 30 days of notice, pre-payment of remaining contract value might be waived or reduced at OhmsHub’s discretion.

15. Miscellaneous

15.1 *No Partnership or Agency*: Nothing in these Terms shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between OhmsHub and Client. Each party is an independent contractor.

15.2 *No Waiver*: OhmsHub’s failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

15.3 *Electronic Communications & Signatures*: Client consents to receive communications from OhmsHub electronically (e.g., via email or by posting notices on OhmsHub’s website). Client agrees that all agreements, notices, disclosures, and other communications that OhmsHub provides electronically satisfy any legal requirement that such communications be in writing. Electronic signatures shall have the same legal effect as manual written signatures.

15.4 *Severability*: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, or if not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

15.5 *Entire Agreement*: These Terms, together with any SOWs, DPAs, and any other documents expressly incorporated by reference herein, constitute the entire agreement between OhmsHub and Client with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict between these Terms and an SOW, the SOW shall prevail only with respect to the specific subject matter of that SOW, provided it expressly states its intent to override a specific provision of these Terms.

15.6 *Assignment*: Client may not assign or transfer any of its rights or obligations under these Terms or any SOW, whether by operation of law or otherwise, without the prior written consent of OhmsHub. OhmsHub may assign or transfer its rights and obligations under these Terms or any SOW, in whole or in part, without Client’s consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

15.7 *Notices*: All notices to OhmsHub under these Terms shall be in writing and delivered to the contact information below. Notices to Client may be provided via email to the primary email address associated with Client’s account or SOW, or to any other address Client provides for notices. Notices will be deemed given: (a) when delivered personally; (b) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (c) one (1) business day after deposit with a commercial overnight courier, with written verification of receipt; or (d) for notices sent by email, on the date of transmission if sent during normal business hours, or the next business day if sent after normal business hours, provided no bounce-back or delivery failure message is received.

Contact OhmsHub

OhmsKids Pte. Ltd. (dba OhmsHub)

ACRA Registration No.: 202445337R

Address: Newton, Singapore (Full address to be provided on SOW/Invoice)

Email: legal@ohmshub.com

© 2025 OhmsHub | A brand under OhmsKids Pte. Ltd. All rights reserved.