Legal

Terms & Conditions

Effective Date: 25 May 2026  ·  Banana Digital Pte. Ltd. (UEN: 202623270N)  ·  Singapore

1. Parties and Agreement

These Terms and Conditions ("Terms") govern the relationship between Banana Digital Pte. Ltd. (UEN: 202623270N), a company incorporated in Singapore with its registered office at 68 Circular Road, #02-01, Singapore 049422 ("Banana Digital", "we", "us", or "our"), and the client ("Client", "you", or "your") who engages our services.

These Terms, together with any Service Agreement, Proposal, or Statement of Work issued by Banana Digital, form the entire agreement between the parties. Where a signed agreement or written scope exists, it takes precedence over these Terms in the event of any conflict.

2. Services Provided

Banana Digital provides digital marketing, advertising, technology, and consulting services including, but not limited to:

• Meta (Facebook & Instagram) advertising strategy, setup, management, and optimisation
• Google advertising and Google Business Profile optimisation
• CRM setup, configuration, automation, and ongoing management (including platforms such as GoHighLevel / Lead Connector)
• Automated follow-up sequences, pipeline management, and lead nurturing workflows
• Landing pages, funnels, and conversion optimisation
• Database reactivation campaigns via SMS, email, and automation
• Digital marketing strategy, consulting, audits, and performance reporting
• Website design, development, hosting, and maintenance
• AI education content, online resources, and training for small business owners
• AI tool setup, integration, and automation implementation for small businesses
• Creative coordination, copywriting, and ad asset implementation (where agreed)

Services may be delivered via virtual meetings, dashboards, written documentation, automation systems, third-party platforms, email, SMS, and other digital delivery methods.

Unless explicitly stated in a separate written agreement, Banana Digital does not provide photography, videography, branding design, legal compliance advice, medical advice, or financial advice.

The specific services, scope, and deliverables for each engagement will be set out in a Service Agreement or Proposal provided to the Client before work commences. Banana Digital reserves the right to decline or discontinue services at its discretion.

3. Service Agreements and Scope

Each engagement may be governed by a proposal, service agreement, invoice, or written scope of work outlining inclusions, timelines, fees, and responsibilities.

Any work requested outside the agreed scope may require additional fees and written approval before commencement. Banana Digital will not be held responsible for outcomes relating to work that falls outside the agreed scope.

3.1 Sub-Contractors and Third-Party Service Providers

Banana Digital may engage sub-contractors, freelancers, or third-party service providers to assist in the delivery of services. Banana Digital remains responsible for the overall delivery of agreed services and will ensure that any sub-contractors engaged are bound by appropriate confidentiality and data protection obligations consistent with these Terms. The Client will not be directly engaged with or invoiced by any sub-contractor without prior written agreement between the parties.

4. Fees and Payment

4.1 Service Fees

Fees are as agreed in the applicable Service Agreement or Proposal. All fees are quoted exclusive of any applicable taxes unless stated otherwise. Banana Digital Pte. Ltd. is not currently registered for Goods and Services Tax (GST) in Singapore and does not charge GST on its invoices. Should GST registration become applicable in future, Clients will be notified and invoices updated accordingly. Invoices are issued monthly in advance unless otherwise agreed in writing.

4.2 Payment Methods and Authorised Payers

Payments may be made via bank transfer, credit or debit card, or third-party processors such as Stripe. All prices are in Singapore Dollars (SGD) unless the applicable Service Agreement expressly states a different currency (for example, United States Dollars for US-based Clients). The agreed currency will be clearly specified in the relevant Service Agreement or Proposal.

Clients must only use payment methods held in their own name or registered business entity. Payments from third parties, unrelated individuals, or entities not named in the Service Agreement are not accepted and may be rejected or refunded at the Client's cost.

4.3 Payment Terms

Invoices are due within fourteen (14) days of the invoice date unless otherwise specified. Late or failed payments may result in suspension of services, paused campaigns, restricted platform access, or termination, without liability to Banana Digital. Overdue amounts may attract interest at a rate of 1.5% per month from the date payment was due.

Banana Digital reserves the right to recover unpaid invoices through debt collection processes or legal channels, and the Client shall be liable for any reasonable costs incurred in doing so.

4.4 Refunds and Cancellations

Unless explicitly stated in writing, all setup fees, management fees, and service fees are non-refundable once work has commenced. If a Client terminates an engagement before the end of a billing period, no pro-rata refund will be issued for unused days in that period unless otherwise agreed in writing.

Where a conditional guarantee or refund policy is offered, it is subject to strict eligibility requirements, including but not limited to: timely cooperation by the Client; full implementation of Banana Digital's recommendations; adequate advertising spend; compliance with platform policies; and accurate tracking and attribution being in place.

4.5 Chargebacks and Payment Disputes

In the event of any billing concern or disputed charge, the Client agrees to notify Banana Digital in writing at info@bananadigital.co and allow a period of not less than seven (7) business days for Banana Digital to investigate and respond, before initiating a chargeback or payment dispute with their bank or card provider.

Nothing in this clause limits or purports to limit the Client's statutory or legal rights to dispute a payment with their financial institution. However, initiating a chargeback or payment reversal without first raising the billing concern in writing with Banana Digital — and without allowing the above response period — shall constitute a material breach of these Terms. In such circumstances, Banana Digital reserves the right to suspend or terminate services immediately and to pursue recovery of all reasonable costs, fees, and losses incurred as a result of the disputed transaction and any associated chargeback process.

5. Advertising Budgets and Third-Party Costs

Advertising spend on platforms such as Meta or Google is separate from and in addition to Banana Digital's management fee and is paid directly by the Client to the relevant platform, unless otherwise agreed in writing.

Banana Digital does not control ad costs, auction pricing, platform algorithms, ad approval decisions, or delivery outcomes. The Client remains fully responsible for all advertising spend incurred on their own accounts.

6. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information, access, and assets required for service delivery
• Maintain an active and adequately funded advertising account on relevant platforms
• Review and approve creative assets and campaign materials in a timely manner
• Respond promptly to requests and approvals from Banana Digital
• Ensure that all products, services, offers, and claims in their advertising comply with applicable laws and the policies of relevant advertising platforms
• Maintain professional and respectful communication with Banana Digital and its representatives
• Pay all invoices on time in accordance with these Terms
• Not engage any other provider for the same services on the same accounts without prior written notice to Banana Digital

Banana Digital is not liable for delays, underperformance, or adverse outcomes caused by the Client's failure to meet these responsibilities.

7. Intellectual Property

7.1 Client Materials

The Client retains ownership of all materials, images, copy, and brand assets provided to Banana Digital. The Client grants Banana Digital a non-exclusive licence to use these materials solely for the purpose of delivering the agreed services.

7.2 Banana Digital Materials

All strategies, frameworks, templates, systems, automations, workflows, documentation, and proprietary methodologies developed by Banana Digital remain the exclusive intellectual property of Banana Digital, regardless of whether they are used in delivering Client services.

7.3 Deliverables and Licence

Upon full payment of all outstanding fees, ownership of Client-specific creative assets (ad copy, images, and video created exclusively for the Client's campaigns) transfers to the Client. Until full payment is received, Banana Digital retains all rights to such materials.

The Client is granted a limited, non-transferable licence to use delivered materials for their own business purposes only. Redistribution, resale, sublicensing, or replication of any Banana Digital materials for the benefit of third parties is strictly prohibited without prior written consent.

8. Confidentiality

Each party agrees to keep confidential all non-public, proprietary, commercial, or sensitive information received from the other party and to use such information only for the purposes of the engagement. This obligation survives termination of the agreement for a period of two (2) years.

This clause does not apply to information that is: publicly available through no fault of the receiving party; independently developed without reference to the confidential information; or required to be disclosed by law, regulation, or court order (in which case the disclosing party will give reasonable prior notice where permitted).

9. No Guarantees or Warranties

Banana Digital will use reasonable professional skill and care in delivering services. Where performance is materially below agreed targets and is attributable to Banana Digital's work, the parties agree to discuss remediation in good faith before any further action is taken.

9.1 Website Hosting Services

Where Banana Digital provides website hosting services, it will use reasonable endeavours to maintain website availability. However, Banana Digital does not warrant or guarantee any specific uptime percentage. Scheduled maintenance, third-party hosting provider outages, cyber incidents, domain issues, or events beyond Banana Digital's reasonable control may result in temporary website unavailability. Banana Digital shall not be liable for any loss or damage arising from website downtime, data loss, or disruption to hosted services. The Client is solely responsible for maintaining their own backups of all website content unless a specific backup service has been agreed in writing.

9.2 AI Services

Where Banana Digital provides AI education, AI implementation, or AI automation services, the Client acknowledges that: (a) artificial intelligence tools and models may produce unexpected, inaccurate, or inconsistent outputs; (b) AI tools are developed and maintained by third parties and their behaviour, availability, and pricing may change without notice; (c) Banana Digital makes no representation that any AI tool, automation, or implementation will achieve a specific business outcome; and (d) the Client is responsible for reviewing and validating all AI-generated outputs before acting on them. Banana Digital's role in AI implementation is to configure and integrate available tools to a reasonable standard — not to guarantee the performance, accuracy, or reliability of those tools.

10. Third-Party Platforms and Tools

Banana Digital uses and integrates with third-party platforms and tools including, but not limited to, Meta Platforms Inc. (Facebook/Instagram), Google, HighLevel / Lead Connector, Stripe, email providers, and SMS carriers.

Banana Digital is not responsible for outages, policy changes, pricing changes, account suspensions, data losses, or decisions made by any third-party platform. The Client acknowledges that access to and performance of such platforms may affect service delivery and that Banana Digital has no control over these matters.

11. Limitation of Liability

To the maximum extent permitted by applicable Singapore law:

• Banana Digital's total liability to the Client for any claim arising from or in connection with the services shall not exceed the total fees paid by the Client in the three (3) months immediately preceding the claim
• Banana Digital is not liable for any indirect, consequential, incidental, special, or punitive damages, including loss of revenue, loss of profit, loss of data, or loss of business opportunities, whether arising in contract, tort, or otherwise
• Banana Digital is not liable for any losses arising from Meta, Google, or other platform outages, policy changes, account suspensions, or algorithm updates
• Banana Digital is not liable for losses caused by the Client's failure to meet their responsibilities under Clause 6

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless Banana Digital, its directors, employees, and contractors from any claims, losses, damages, liabilities, or expenses (including reasonable legal fees) arising from:

• The Client's breach of these Terms
• False, misleading, unlawful, or non-compliant content in the Client's advertising
• The Client's products or services
• Any violation of third-party intellectual property, privacy, or other rights by the Client
• The Client's violation of any applicable law or platform policy

13. Term and Termination

13.1 Term

Engagements commence on the start date specified in the Service Agreement and continue on a monthly rolling basis unless a fixed term is agreed in writing.

13.2 Termination by Client

The Client may terminate the engagement by providing thirty (30) days' written notice to Banana Digital at info@bananadigital.co. The Client remains liable for all fees due during the notice period.

13.3 Termination by Banana Digital

Banana Digital may suspend or terminate the engagement immediately upon written notice if the Client:

• Fails to make payment by the due date
• Breaches these Terms and fails to remedy the breach within seven (7) days of written notice
• Engages in abusive, harassing, threatening, unethical, or unlawful behaviour toward Banana Digital or its representatives
• Misuses Banana Digital's systems, intellectual property, or client data
• Acts in a manner that Banana Digital reasonably considers harmful to its reputation or business

13.4 Effect of Termination

Upon termination, all outstanding fees become immediately due and payable. No refunds will be issued for fees already paid. Banana Digital will provide reasonable transition assistance, including returning access to the Client's advertising accounts. Clauses relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

14. Data Protection

Each party agrees to comply with applicable data protection laws, including Singapore's Personal Data Protection Act 2012 (PDPA) and its subsequent amendments, including the PDPA (Amendment) Act 2020. Banana Digital's collection and use of personal data is governed by its Privacy Policy, available at bananadigital.co/privacy.

Where Banana Digital processes personal data on behalf of the Client (for example, uploading a customer list for Meta Custom Audience targeting), the Client warrants that it has obtained all necessary consents and has the legal right to share such data with Banana Digital and the relevant platform. The Client indemnifies Banana Digital against any claims, penalties, or losses arising from the Client's failure to comply with applicable data protection laws in connection with data provided to Banana Digital.

14.1 Do Not Call (DNC) Registry

Where Banana Digital or the Client conducts, or facilitates the conduct of, direct marketing to individuals in Singapore via telephone calls or text messages (including SMS and automated messages), both parties agree to comply with the Do Not Call Registry provisions under Parts IX and IXA of the PDPA. The Client is solely responsible for ensuring that any customer data provided to Banana Digital for use in SMS, telephone, or direct marketing campaigns has been screened against the DNC Registry where required. Banana Digital will not use the Client's contact data to initiate direct marketing calls or messages to Singapore telephone numbers without first confirming with the Client that applicable DNC obligations have been met.

14.2 Spam Control Act

Both parties agree to comply with Singapore's Spam Control Act (Cap. 311A) in connection with any commercial electronic messages (email or SMS) sent as part of services delivered under these Terms. Where Banana Digital sends commercial messages on behalf of the Client, the Client remains responsible for ensuring the message content, recipient lists, and opt-in status comply with applicable law. All commercial emails and SMS messages sent by Banana Digital on behalf of clients will include a clear and functional opt-out or unsubscribe mechanism.

15. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of Singapore. The parties agree to attempt to resolve any dispute through good-faith negotiation in the first instance.

If negotiation fails within thirty (30) days, the dispute shall be