Terms And Conditions
For Domain Specific Directory Services
Terms and Conditions
These Terms and Conditions (“Agreement”) govern the use of directory and leasing services provided by Design.com.sg (“Provider”) concerning a specific directory domain (the “Specific Domain”). By engaging with any service listed below, the Client agrees to be bound by this Agreement.
1. Client Obligations and Prohibited Use
- Legitimate and Accurate. The website or listing must represent a real, established, or verifiable business.
- Domain-Relevant. All content must be directly related to the concept of a “domain specific directory” or the industry/theme represented by the Specific Domain.
- Lawful.
The Client must not use the Service for any illegal activities, including but not limited to hacking, terrorism, or copyright infringement.
1.2 Prohibited Use (Grounds for Immediate Termination)
The Client is strictly prohibited from using the Specific Domain or Service for:
- Phishing, malware distribution, or any form of cyber-attack.
- Advertising, linking, or promoting services and businesses that are not related to the Specific Domain’s specific directory purpose.
- Any activity that violates local, national, or international laws.
Violation of this section (1.2) will result in the immediate removal and termination of the Client’s service without refund.
2. Service Options and Fees
The Provider offers three distinct services for the Specific Domain:
2.1 Shared Directory Listing (Lease Option A)
- Description: The Client receives one dedicated web page hosted within the Specific Domain’s shared directory structure.
- Fee: $200 USD per year, payable in advance.
- Control: The Provider retains full ownership and control over the core Specific Domain, platform, and directory structure.
2.2 Full Site Lease (Lease Option B)
- Description: The Client receives a full website under the Specific Domain name.
- Fee: $1,000 USD per year, payable in advance.
- Control: The Provider retains full legal ownership and core administrative control over the Specific Domain and the website.
2.3 Content Adoption/Directory Services
- Description: The Client adopts or sponsors a pre-written article or dedicated page created by the Provider, aligning with the Specific Domain’s theme.
- Fee: $100* to $300 USD (one-time fee), depending on the content size and placement. (*Multiple company listing)
3. Right of First Refusal and Buyout
(Applicable to Lease Options A and B only)
3.1 Five-Year Buyout Option
Clients who maintain continuous, uninterrupted service for five (5) years under a lease agreement will be granted the option to purchase the Specific Domain and associated site materials. The final discounted purchase price will be formally agreed upon and stipulated in the initial contract signed during the first year of service.
3.2 Third-Party Sale Protection (Right of First Refusal - ROFR)
Should the Provider receive an offer from a third party to purchase the Specific Domain while the Client is actively leasing it, the following process will apply:
- The Provider will duly inform the Client first of the third-party offer details.
- The Client will have a defined period (e.g., 30 days) to exercise their ROFR and purchase the Specific Domain at the same price offered by the third party, or the pre-agreed Buyout Price (Section 3.1), whichever is higher.
3.3 Profit Share Mechanism
If the Client declines to exercise the ROFR (Section 3.2), and the Specific Domain is subsequently sold to the third party for a price higher than the pre-agreed Buyout Price established in Year 1:
- The Provider will remit 20% (twenty percent) of the “Extra Gain” to the Client.
- “Extra Gain” is defined as the difference between the final sale price to the third party and the pre-agreed Buyout Price.
4. Payment, Transfer, and Fees
The Client is responsible for covering all costs and fees associated with their chosen payment method, including any banking, transfer, or processing fees incurred.
4.2 Outright Purchase Transaction Timeline
For an outright Specific Domain purchase:
- The Provider will initiate the Domain transfer upon receipt of the full, agreed-upon amount.
The Specific Domain is expected to be successfully transferred to the Client’s registrar within 48 hours following payment confirmation.
5. Termination and Liability
5.1 Termination by Provider
The Provider reserves the right to terminate any Service agreement immediately and without refund if the Client breaches the Prohibited Use policy (Section 1.2) or fails to make required fee payments within 30 days of the due date.
5.2 Limitation of Liability
The Provider, Design.com.sg, operates on the principle of “Willing buyer, willing seller.” The Specific Domain and Services are provided “as is.” The Provider shall not be liable for any indirect, incidental, or consequential damages resulting from the use or inability to use the Service.
6. General Provisions
6.1 Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of Singapore, where Design.com.sg is registered, without regard to its conflict of law principles.
6.2 Entire Agreement
This document, along with any finalized contract addendums specific to the Client, constitutes the entire agreement between the Client and the Provider regarding the Specific Domain and Services.
