Upon acceptance of service, it is not necessary for any Client to have signed an acceptance of these Terms and Conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these Terms and Conditions in full. Please read these Terms and Conditions carefully. Any purchase or use of our services implies that you have read and accepted these Terms and Conditions.
1. DEFINITIONS AND INTERPRETATION
In these terms and conditions, the following definitions apply unless otherwise stated:
‘Business Day’ means a working day (other than a Saturday, Sunday or public holiday) in Singapore.
‘Group Company’ means a company which is a brand, a subsidiary or registered company of FREYALUV.
‘Company’ means Freya Online, a company incorporated in Singapore, trading as FREYALUV.
‘Client’ means the individual, sole trader, partnership, company or other entity that engages FREYALUV for the supply of Services.
‘Client Materials’ means all content, text, images, logos, trademarks, data, files, documents or other materials supplied by the Client to FREYALUV for use in connection with the Services.
‘Brief’ means the written description of the Services, project scope, deliverables, and specifications provided by the Client or agreed in writing between the parties.
‘Quotation’ means the written or electronic document prepared by FREYALUV setting out the scope, price, and estimated timeline for the Services.
‘Order’ means the Client’s written or electronic acceptance of a Quotation, or any written instruction to commence work.
‘Contract’ means the contract or acceptance of service between FREYALUV and the Client for the supply of Services governed by these Terms and the Order.
‘Services’ means services to be provided by FREYALUV as described in the Quotation and Brief.
‘Specification’ means any descriptions or specifications of the Services in the Order.
‘Deliverables’ means the final design files, artwork, or other work product produced by FREYALUV and delivered to the Client pursuant to the Order.
‘Revision’ means a minor alteration to an approved design concept that does not constitute a change of direction or a new concept; the included number of Revisions is as specified in the Quotation.
‘Final Files’ means production-ready design files in agreed formats delivered upon receipt of full payment.
‘Intellectual Property Rights’ means all patents, copyright, trade marks, design rights, database rights, moral rights, rights in confidential information, and any other intellectual property rights, whether registered or unregistered, in any part of the world.
‘White Label Work’ refers to services provided by FREYALUV to a client, which may involve integrating or rebranding third-party services or external sources to fulfill the order.
‘Force Majeure Event’ means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
‘Terms’ means these terms and conditions as updated from time to time by FREYALUV.
Words in the singular include the plural and vice versa. Clause headings are for convenience only. References to legislation include any amendment or re-enactment thereof.
TERMS AND CONDITIONS
A Quotation is valid for 7 Business Days from its date of issue.
The Contract is formed when the Client accepts the Quotation in writing (including by email or electronic message) or makes any payment. No Contract arises from verbal agreement alone.
FREYALUV reserves the right to decline any project at its sole discretion without providing reasons.
These Terms apply to the exclusion of all other terms, including any terms in a Client purchase order or other document.
Any variation to the scope of Services or to these Terms must be agreed in writing by both parties before it takes effect.
THE CONTRACT
The Order shall only be deemed to be accepted when FREYALUV issues an acceptance of the Order, or when FREYALUV has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.
The Contract constitutes the entire agreement between FREYALUV and the Client to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.
The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of FREYALUV which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by FREYALUV and any descriptions or illustrations contained in FREYALUV’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between FREYALUV and the Client for the supply of Services.
All Quotations are based on the Brief provided at the time of quotation. If the Brief changes materially after the Contract is formed, FREYALUV reserves the right to issue a revised Quotation before continuing work. The Client shall not withhold payment pending agreement of a revised Quotation.
2. Any work outside the agreed Brief — including additional concepts, formats, sizes, or platforms not originally specified — constitutes out-of-scope work and will be charged additionally at FREYALUV’s then-current hourly rate or as otherwise agreed in writing.
3. The number of Revisions included is as stated in the Quotation. Additional Revision rounds will be charged at FREYALUV’s hourly rate. A Revision means minor adjustments to an approved concept; a change of direction or new concept constitutes a new Project and will be quoted separately.
4. FREYALUV is not obliged to commence out-of-scope or revised work until the additional fee is agreed in writing and any required deposit is received.
COMPANY OBLIGATIONS AND WARRANTIES
FREYALUV shall use all reasonable endeavors to meet the performance dates specified in the Order but any such dates shall be estimates only. Time shall not be of the essence for the provision of the Services. FREYALUV shall not be liable for any delays caused by Force Majeure Events, Brief changes, late supply of Client Materials, Client approvals, or Client’s failure to provide adequate instructions or any other instructions relevant to the supply of the Services.
FREYALUV shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided. FREYALUV warrants that its services will be provided using reasonable care. Where FREYALUV supplies any goods supplied by a third party, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to FREYALUV.
FREYALUV reserves the right to use external resources, such as but not limited to, stock libraries, subscriptions, vendors, suppliers – for the fulfillment of an order, or any part thereof.
The Company may offer third-party services such as website hosting or other services through third-party providers, Client is subjected to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may apply the supply of Services.
Whilst the Company will always endeavour to give you the best possible level of service, we cannot guarantee 100% availability of service.
The Company shall not be liable for any losses caused through a loss of service.
Your service will be removed if you fail to pay in time or misuse the service.
The Company will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.
Any work undertaken by the Company at the request of the Client will be charged at our standard rate of $100 per hour, including investigations regarding problems or loss of service that are not due to the Company or any third-party service providers. The Company should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.
As a sole practitioner, FREYALUV may be temporarily unable to provide Services in the event of illness, personal emergency, or other unforeseen circumstances. FREYALUV will notify the Client as soon as practicable. Agreed timelines will be extended accordingly and FREYALUV shall not be liable for any resulting loss.
CLIENT’S OBLIGATIONS AND INDEMNITIES
The Client shall provide a complete and accurate Brief before commencement. Any changes to the Brief must be expressed and communicated in writing in electronic form. FREYALUV shall be entitled to rely on the Brief as provided and shall not be liable for Deliverables that do not meet expectations not stated in the Brief.
The Client warrants that all Client Materials are owned by the Client or that the Client has obtained all necessary licences and permissions for their use in the Services. The Client warrants that use of Client Materials in the Deliverables shall not infringe any third-party Intellectual Property Rights, breach any applicable laws, or be defamatory or unlawful.
The Client shall provide all materials promptly and in formats requested by FREYALUV. Delays will extend the delivery timeline. FREYALUV reserves the right to charge a fee for such delays, if necessary.
The Client shall provide timely assistance and technical information to FREYALUV as needed to facilitate the execution of an order. The Client is solely responsible for the accuracy of all information provided and warrants that its employees assisting in the order have the necessary skills and authority.
If the Client fails to supply Client Materials or provide approvals within the agreed timeframe (or within 7 Business Days of request where no deadline is specified), FREYALUV shall be entitled to invoice for the full Contract value as if the Services had been delivered.
The Client shall fully indemnify FREYALUV against all liabilities, costs, and expenses incurred by FREYALUV arising from any claims made by third parties as a result of the provision of the Services.
The Client agrees to comply with all applicable laws, regulations, codes of practice, and obligations in relation to its use of the Services, including, but not limited to, the Personal Data Protection Act 2012 (PDPA) and the Competition Act. The Client further agrees to indemnify FREYALUV for any costs, claims, or proceedings brought against FREYALUV by third parties due to the Client’s breach of these obligations.
FREYALUV requires prior notice for any alterations to the Client’s digital assets that may affect the Services supplied. FREYALUV shall not be held responsible for any alterations made by the Client or a third party to the Client’s digital assets.
The Client shall indemnify and keep FREYALUV fully indemnified against all liabilities, costs, claims, damages, and expenses arising from any breach of the Client’s warranties or obligations under this agreement.
PRICES & PAYMENT
All prices are in Singapore Dollars (SGD) and are exclusive of applicable taxes unless expressly stated otherwise.
Full Payment Upon Agreement: Unless otherwise agreed in writing, 100% of the quoted fee is due upon acceptance of the Quotation. FREYALUV is not obliged to commence work until payment is received in cleared funds.
Incremental Payment Structure: Where a staged payment structure is agreed, an initial deposit of 50% is due upon acceptance of the Quotation. The remaining 50% is due before commencement of second half of the project. Work shall not proceed to the next stage until the corresponding payment is received. All payments are non-refundable once the corresponding phase of work has commenced.
All invoices are payable within 3 Business Days of the invoice date unless otherwise stated. Payment shall be made by bank transfer or digital payment methods specified by FREYALUV. The invoice reference number should be quoted on all payments.
A late payment administration fee of SGD 30 per reminder notice may also be charged. FREYALUV reserves all rights to recover unpaid sums through legal action.
FREYALUV reserves the right to suspend all work and withhold delivery of Deliverables and Final Files until all outstanding amounts are paid in full.
If the Client requires work completed within a shorter timeframe than agreed, FREYALUV reserves the right to charge a rush fee of 25%–50% of the project fee depending on urgency, or to decline the request.
If the Client cancels the Project after commencement, FREYALUV shall be entitled to invoice for all work completed and costs incurred to the date of cancellation at the full quoted rate. No refund of amounts already paid shall be due.
If a Project is placed on hold by the Client for more than 30 consecutive days, FREYALUV reserves the right to charge a restart fee of up to 20% of the outstanding project value to cover re-familiarisation with the Project.
The Client shall not be entitled to withhold, deduct, or set off any payment against any amount claimed to be due from FREYALUV.
The Client acknowledges that some Services may require licensing Third-Party Intellectual Property Rights, necessitating a direct license agreement with the third party. Unless explicitly stated, all prices exclude costs for acquiring Intellectual Property Rights for materials, including images and licenses from third-party owners.
FREYALUV shall update estimates and budgets on an ongoing basis to reflect changes made to an Order. While every effort is made to ensure accurate costing estimates, FREYALUV reserves the right to amend any estimate if an error or omission occurs.
REVISIONS, APPROVALS AND SIGN-OFF
The Client shall respond to requests for feedback, approval, or sign-off within the agreed deadline. Delays in response will extend the delivery timeline. FREYALUV reserves the right to charge a fee for such delays, if necessary.
Revisions must be submitted as a single consolidated set of feedback per round. FREYALUV is not obliged to action piecemeal feedback submitted across multiple messages.
Once a design stage or concept is approved (whether expressly or by conduct, including providing further instructions based on that concept), FREYALUV shall be entitled to treat that stage as signed off and is not required to revisit it without additional charge.
Final sign-off must be provided in writing before Final Files are released. Delivery of Final Files shall be deemed accepted unless written notice specifying defects is received within 48 hours of delivery.
Any amendments requested after Final Files have been accepted shall be treated as a new Order and quoted accordingly.
FREYALUV is not responsible for errors in Deliverables arising from content or materials approved by the Client, including typographical errors in Client-supplied text.
INTELLECTUAL PROPERTY RIGHTS
The Client warrants that they possess all necessary rights to use any text, images, or representations (“Materials”) they provide to FREYALUV for inclusion in the Services. The Client grants FREYALUV an irrevocable license to use these Materials for the purpose of delivering the Services.
The Client is solely responsible for ensuring that the content of all Materials contributed or approved by them complies with applicable laws, decency standards, and does not infringe upon any third-party rights. FREYALUV reserves the right to reject or remove any Materials that do not meet these requirements without incurring any liability. Furthermore, FREYALUV may cancel the Order if such issues arise.
The Client shall indemnify and hold harmless FREYALUV against all damages, losses, and expenses incurred as a result of any claim related to the Materials contributed or approved by the Client violating any laws, regulations, or third-party rights.
Both parties are obliged to promptly notify the other of any claims or legal actions arising from the issues described above.
Unless expressly stated otherwise in these Terms or in an Order, all Intellectual Property Rights created, developed, or utilized in connection with the Services shall remain the exclusive property of FREYALUV or relevant third parties from whom FREYALUV has acquired rights. The Client agrees to sign any documents necessary to ensure that such rights vest in FREYALUV.
The Client may use the purchased artwork for its intended purpose, subject to compliance with any specific usage restrictions outlined in the agreement. The Intellectual Property Rights provided by FREYALUV shall not be assigned, distributed, or reproduced by the Client without a separate, express written agreement.
The Client irrevocably licenses FREYALUV to use and display the Client’s name, logo, and related branding in FREYALUV’s portfolio, marketing materials, and other promotional outlets unless the Client provides a written request for confidentiality prior to the commencement of work.
All Intellectual Property Rights for work created by FREYALUV during the provision of Services, including preliminary concepts and rejected designs, shall remain the sole property of FREYALUV unless a written agreement specifies a transfer of rights.
Working files and source files (e.g., .ai, .psd, .indd files) will remain the property of FREYALUV and are not included in standard deliverables unless expressly agreed in writing and compensated accordingly.
The Client shall refrain from using or publishing any Deliverables before full payment.
The Client warrants that all Client Materials are free from third-party rights that would impede their use in the Services. The Client shall indemnify FREYALUV against all claims, costs, and losses arising from any breach of this warranty.
FREYALUV retains the right to display Deliverables in its portfolio, website, and other promotional materials as examples of work performed, with exceptions only for those clients who formally request confidentiality in writing before the commencement of work.
Where third-party licensed assets (such as stock images or fonts) are incorporated into Deliverables, the Client acknowledges that their use is subject to applicable third-party licensing terms and indemnifies FREYALUV for any claims arising from their use.
NON-DISCLOSURE
Each party agrees to keep confidential any information designated as confidential and not to disclose it to any third party without prior written consent.
The confidentiality obligation does not apply to information that: (a) is or becomes public through no fault of the receiving party; (b) was already known before disclosure; or (c) is required to be disclosed by law or court order.
The Client shall indemnify FREYALUV against any loss or expense arising from the Client’s breach of this confidentiality obligation.
PERSONAL DATA
Each party shall comply with the Personal Data Protection Act 2012 (PDPA) of Singapore and any other applicable data protection laws in connection with the performance of the Contract.
The Client is solely responsible for ensuring that any personal data included in Client Materials has been collected lawfully and may be processed in accordance with applicable laws. The Client shall indemnify FREYALUV against all claims, fines, and costs arising from any failure to comply.
LIABILITY
FREYALUV shall not be liable for any indirect, special, consequential, or punitive loss, including loss of profits, revenue, anticipated savings, data, business, or goodwill, even if advised of the possibility of such loss.
Without limiting clause 11.1, FREYALUV shall not be liable for:
(a) delays or failures caused by Force Majeure Events;
errors arising from inaccurate, incomplete, or late Client Materials or approvals;
print or reproduction quality by the Client or any third-party printer;
the performance of any third-party platform, tool, or service;
loss arising from the Client’s use of Deliverables outside the agreed licence scope; or
the Client’s failure to implement FREYALUV’s recommendations.
Nothing in these Terms limits or excludes liability for fraud, death, or personal injury caused by negligence, or any liability that cannot be excluded by law.
FREYALUV’s total aggregate liability under or in connection with the Contract shall not in any event exceed the total fees paid by the Client for the Services giving rise to the claim.
OTHER LIMITATIONS OF LIABILITY
FREYALUV shall not be liable for downtime, hacking, viruses, disruptions, or interruptions to third-party software, platforms, or services on which the Services may depend.
FREYALUV shall not be liable for changes made without notice by the Client or any third party to domain names, websites, or technical setups affecting the Deliverables. Remedial work required as a result shall be charged to the Client.
FREYALUV makes no guarantee as to any specific business outcome, volume of traffic, impressions, clicks, or conversions resulting from use of the Deliverables.
DELAYS AND COMPLAINTS
If the Client believes there is a defect in the Deliverables, written notice specifying the alleged defect must be provided within 48 hours of delivery. Failure to notify within this period constitutes acceptance of the Deliverables.
FREYALUV shall not be held responsible for any delays, failures, or defects resulting from third-party services, tools, platforms, or their associated terms and conditions.
TERM, TERMINATION AND CANCELLATION
The Contract shall renew automatically for a further term unless and until either party notifies the other of its wish to terminate the Contract at the expiry by giving the other party at least 30 days’ written notice to expire at the end of that Contract term.
Each party can terminate the Contract immediately by providing written notice to the other party if:
The other party commits a serious breach and fails to fix it within 14 days of receiving written notice; or
The other party becomes insolvent, unable to pay debts, or goes into liquidation—whether voluntary or forced—or if actions are taken to wind up the other party’s business (excluding genuine mergers or restructurings).
FREYALUV may terminate the Contract immediately and withhold all Deliverables if any payment due is not received within 7 Business Days of the due date.
If the Client cancels the Contract for any reason after commencement, all fees paid are non-refundable and FREYALUV shall be entitled to invoice for all work completed and costs incurred to the date of cancellation.
Clauses relating to Intellectual Property, Liability, Confidentiality, Non-Solicitation, and Indemnities shall survive termination of the Contract.
Assignment and Third-Party Services
FREYALUV shall be entitled to assign or subcontract any of its rights or obligations under the Contract and these Terms. The Client acknowledges that certain elements of the Services may be provided by third parties.
If the Service incorporates any third-party services, tools, or content, Clients acknowledge that these may be subject to their own terms and conditions. The use of such third-party services may impact the Client’s rights to the final design. The Client agrees to adhere to all applicable terms of these third-party services, and FREYALUV shall not be liable for any limitations or restrictions arising from these external agreements.
The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract and these Terms without the prior written consent of FREYALUV.
NON-SOLICITATION
During the term of the Contract and for 12 months thereafter, the Client agrees not to directly solicit, recruit, or engage any person introduced by FREYALUV in connection with the Services, without prior written consent.
FORCE MAJEURE
ovided the affected party: (a) notifies the other as soon as practicable; and (b) uses reasonable efforts to mitigate the effects.
2. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the Contract by written notice without liability, save that the Client remains liable for all fees for work performed prior to termination.
MISCELLANEOUS
FREYALUV may provide services to other clients at any time, including those in the same industry as the Client, and owes no exclusivity unless expressly agreed in writing.
2. FREYALUV reserves the right to update these Terms from time to time. Updated Terms will accompany any new Quotation. Continued engagement following notification of updated Terms constitutes acceptance.
3. A waiver of any breach of these Terms shall not constitute a waiver of any subsequent breach.
4. If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force.
5. The Client shall not assign or transfer any rights or obligations under the Contract without FREYALUV’s prior written consent. FREYALUV may engage sub-contractors while remaining responsible for the quality of such work.
6. These Terms do not confer rights on any third party under the Contracts (Rights of Third Parties) Act 2001.
7. All notices under these Terms shall be in writing, sent to contact or such other address as FREYALUV may specify.
ENTIRE AGREEMENT
The parties agree that this Contract replaces any previous agreements, whether spoken or written, between FREYALUV and the Client regarding these Services. Except as stated here, all other conditions and warranties are excluded to the fullest extent allowed by law.
LAW AND JURISDICTION
The parties shall endeavor to resolve any dispute through good-faith negotiation. If all other avenues have been exhausted, either party may pursue legal remedies.
The Contract shall be governed by and construed in accordance with the law of Singapore and the parties hereby agree to submit to the non-exclusive jurisdiction of the Singapore courts.