arkchetype productions

TERMS OF SERVICE

This Terms of Service Agreement (the ‘Agreement’) is between Arkchetype Productions Pte Ltd and the “Client” (collectively the ‘parties’ or ‘Parties’). The Agreement sets forth the legally binding terms for the Client’s use of Arkchetype Productions Pte Ltd’s services.

The Company, Arkchetype Productions Pte. Ltd., reserves the right to update and change the Terms of Service anytime without any prior notice.

The Parties agree as follows:

1. Appointment

1.1. The Client has agreed to appoint the Company to provide Media Production Services (the “Final Deliverables”) in accordance with the Quote or Proposal submitted by the Company (the “Work”). The Work shall be carried out on the dates specific within the Quote or Proposal (the “Term”), subject to any changes agreed in writing between the parties.

1.2. Any written acceptance or confirmation of the Company’s proposal, written instructions by the Client to proceed with engagement of the Company or letter of offer or purchase order for the same shall be deemed acceptance in whole of the terms and conditions contained herein. The date on which such acceptance or confirmation is made shall be deemed to be the “Commencement Date”). The proposal and quotation, together with these T&Cs shall collectively be known as the “Agreement”.

1.3. The T&Cs shall take effect from the Commencement Date, and shall continue to apply unless earlier terminated in accordance with Clause 5 below (the “Term”) or delayed in accordance with Clause 7 below (“Force Majeure”).

1.4. The Client understands, accepts and agrees that the fees contained in this proposal and quotation (“Initial Quoted Fees”) have been calculated based on the Work in its entirety, and has been customized accordingly. Therefore :-

(a) The Work has been broken down and itemised into individual services for ease of reference only. Each line item shall not be taken to represent a separate and distinct quote for each such itemised service on its own.

(b) To the extent any changes to the scope of the Work are made subsequent to this proposal and quotation, the Company retains the absolute right to issue a revised quotation taking such changes into account; and

(c) In the event that itemised services in this proposal and quotation are not utilised at the completion of the Work, such non-utilisation shall not entitle the Client to a corresponding reduction in the agreed fees contained herein.

1.5. Time references in respect of the length or duration of the Final Deliverables are quoted on a "up-to" basis; they shall not be broken up into separate deliverables. As an illustration, a quote for a video of up to 6 minutes shall not be broken up into 2 videos of up to 3 minutes each. A Final Deliverable of up to a certain agreed time, if not utilised to the full "up-to" time, does not entitle the Client to a separate deliverable for the remaining length of time. In the event that the Client wishes that the remaining time be included as an additional deliverable, the Client agrees and acknowledges that :-

(a) such additional deliverable will fall outside the scope of this proposal and quotation;

(b) the Company shall be entitled to issue a fresh fee quote reflecting, amongst other things, the additional charges which will be incurred in respect of such additional deliverable; and

(c) the Company shall be under no obligation to provide any services for or towards the production of such additional deliverable until such time as the additional fee quote has been agreed to between the parties.

1.6. The Client agrees that the Company shall have exclusivity to carry out the Work and produce the Final Deliverables during the Term, and that the Client shall not engage or hire, or agree to engage or hire any person, firm or company other than the Company, to carry out all or any part of the Work without the prior written consent of the Company.

1.7. The fees due in respect of the Work (the “Project Fees”) are premised on the Work completing within 12 months from the Commencement Date. The date falling on the last day of this 12-month period shall hereinafter to be known as the "Backstop Date". Where the Work has not concluded and the Final Deliverables have not been delivered by the Company by the Backstop Date as a result of, in the Company’s reasonable opinion, actions taken by the Client and/or its employees or agents, the Company shall have the right to stop the provision of all Services by the Backstop Date regardless whether the Final Deliverables have been completed. Any resumption of work shall be subject to the agreement of additional fees by the parties.

2. Payment Terms

2.1. The Project Fees shall comprise of :-

(a) The Initial Quoted Fees;

(b) Additional fees payable pursuant to Clause 4.2 herein; and

(c) Additional Project Fees, which shall refer to fees agreed between the parties in writing to be payable in respect of additional services or work outside the scope of the proposal and quotation (including any additional deliverables referred to in Clause 1.5 above) which the Client has requested that the Company provide.

(d) If manpower hours go beyond as stated in quotation, the Company will charge the Client additional costs accordingly unless specifically agreed in writing.

2.2. The Client shall make payment to the Company of the Project Fees in the following manner:

(a) The Client will make a one-time payment to the Company for the invoiced total
OR

(b) The Cliend shall pay the Company prior to any work being started as a reservation fee of 50% project quote invoice. This fee is not refundable and will be credited to the final amount owed.
OR

2.3. All payments are to be made either in the form of crossed cheques made payable to ‘Arkchetype Productions Pte Ltd’ delivered to the Company's address as first set out above; (Attention: Finance Department); or through inter-bank GIRO / Bank Transfer, the details of which will be provided by the Company. Applicable bank charges will be borne by the Client.

2.4. The Company shall be entitled to levy late payment interest of 6% per annum on all outstanding Project Fees.

3. Ownership & Use of Materials

3.1. Pursuant to the Singapore Copyright Act 2021, the Company maintains the entire Copyright of the content created or produced throughout the world in all media whether now known or hereafter developed for the full period of Copyright in Singapore and all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as it is able, in perpetuity) including so called rental and lending rights and, to the extent relevant, by way of present assignment of future Copyright.

3.2. Upon full and final payment, the Final Deliverables is exclusively licensed to the Client, strictly only in accordance with the terms set out under the 'Use & Distribution' column within the proposal. The Company reserves the right to rescind any such usage rights if the Client breaches any of the terms within this document.

3.3. Unless otherwise agreed to in writing by the parties prior to the commencement of the Work, the Company is under no obligation to provide content generated during the course of or antecedent to the Work to the Client. For the avoidance of doubt, all other works - raw files, assets, stems or rushes - generated during the course of the Work, provided by the Company and the Client respectively (or their respective content suppliers) shall not form part of the Final Deliverables.

3.4. Unless otherwise agreed to in writing by the parties prior to the commencement of the Work, transfer fees payable by the Client will be incurred should the Company agree to transfer other works to the Client. The transfer fees will be as follows:

(a) Less than 20GB at 5% of the project fee or $2,500, whichever is higher.

(b) Less than 50GB at 10% of the project fee or $5,000, whichever is higher

(d) 100GB or more at 20% of the project fee or $15,000, whichever is higher

3.5. Other works may be available in the Company’s library three (3) months from the project completion and/or delivery date subject to storage facility availability. Any request for the other works (1) month from the project completion/delivery date will incur both the transfer fees and the additional library fee of $1,500 per annum.

3.6. Re-Editing and revision request submitted by Client after project completion date (sign-off) and/or project delivery date, will incur a library fee of $1,500 on top of the service fee to allow the Company to re-ingest all files back to working file format in the editing facility.

3.7. The Company will not provide footage to any third party without written consent from the Client.

3.8. The Company reserves the right to use any completed video and original footage obtained during the process of Production of Final Deliverables for the Company's own promotions (including but not limited to its online portfolio, online marketing, or for showreels and promotions via social media platforms etc) unless otherwise previously stated by the Client.

3.9. Upon the delivery of the Final Deliverables, the Company will always endeavour to maintain a master copy of all production files and videos; however, the Company cannot be held responsible for any damage to such files. It is the responsibility of the Client to safely store finalised products upon receipt of the Final Deliverables.

3.10. Content created for the Final Deliverables cannot be used in any other project or future content without the Company’s written agreement.

3.11. Stock and royalty-free images, footage or music provided in the Final Deliverables are bound by the licencing rights attached to the images, footage or music at the point of purchase. These images, footage or music are not exclusive to the Client and the Client agrees that it shall comply with such licencing rights and all not reproduce or otherwise deal with such images, footage or music in any way which will result in a breach of the licencing rights.

3.12. The Company shall not be liable to the Client, its employees, agents or assigns or any party for any loss, damages, expense or costs which may be suffered or incurred arising out of a breach of the licencing rights in the event that any stock or royalty-free images, footage or music provided with design or incorporated into the Final Deliverable is resold or used in any form or format appearing on or in any type of merchandise, cards, material, paraphernalia for resale, and the Client agrees to fully indemnify the Company for all loss, damage, costs and expenses which the Company may incur or suffer as a result thereof.

3.13. All information contained within this proposal and quotation and its attachment from the Company is considered intellectual property of the Company and must not be used except for the purpose of evaluating the proposal and quotation. Any information contained herein should not be disclosed, distributed and shared with any third party without written consent of the Company.

4. Cancellation and Postponement

4.1. The Client acknowledges and agrees that upon the Client’s appointment of the Company to carry out the Work, the Company will have committed time and resources towards fulfilling its obligations under the proposal and quotation, at the expense of other work which the Company might otherwise be engaged on/for, in respect of which the Company ought to be compensated for monetarily. Accordingly, in the event that the Client prematurely terminates the Company’s services or the project which is the subject matter of this proposal and quotation, the Company shall be entitled to impose a cancellation fee, which shall represent a proportion of the Project Fees, specified by the Company, and be payable in full within 7 days of such termination. If the Work is postponed at the Client’s request , and the Company has the discretion to apply the same fee.

4.2. Filming

(a) Dates of filming must be confirmed 21 calendar days prior to the actual date of filming (excluding such date). Where a shoot has to be scheduled less than 21 days prior to the actual date, and such shorter notice is a consequence of the Client’s actions or pursuant to the Client’s request, any additional fees and expenses incurred shall be chargeable to the client in their entirety.

(b) Any postponement or cancellation in filming days

4.2.b.1. must be agreed between the parties no less than 14 business days (336 hours) prior to the actual date of filming (excluding such date), failing which, the Client shall be fully liable for postponement fees, which are chargeable at 15% of the cost of filming; and/or cancellation fees, which are chargeable at 25% of the cost of filming.

4.2.b.2. must be agreed between the parties no less than 07 business days (168 hours) prior to the actual date of filming (excluding such date), failing which, the Client shall be fully liable for postponement fees, which are chargeable at 50% of the cost of filming; and/or cancellation fees, which are chargeable at 80% of the cost of filming.

4.2.b.3. must be agreed between the parties no less than 03 business days (72 hours) prior to the actual date of filming (excluding such date), failing which, the Client shall be fully liable for postponement fees, which are chargeable at 75% of the cost of filming; and/or cancellation fees, which are chargeable at 100% of the cost of filming.

4.2.b.4. must be agreed between the parties no less than 24 hours prior to the actual date of filming (excluding such date), failing which, the Client shall be fully liable for postponement fees, which are chargeable at 100% of the cost of filming; and/or cancellation fees, which are chargeable at 100% of the cost of filming.

4.3. In the event that the Client cancels or postpones the Work after the Company has begun editing, the Client will be liable for the cost of all work carried out up until that point. The Client may also at the Company’s discretion be liable to compensate the Company for the loss of work for future any dates or time which the Company has already committed to the Work.

5. Termination

5.1. Without prejudice to any other rights and remedies each party may have against the other prior to a termination, each party shall be entitled to terminate this Agreement with immediate effect by written notice to the other on the occurrence of any of the following events:

(a) if the other party commits a fundamental breach of any of the terms of this Agreement and fails to remedy such breach within fourteen (14) days after written notice from the non-defaulting party specifying the nature of such alleged breach;

(b) if the other party enters into any arrangement or composition for the benefit of its creditors, or if a receiver or manager is appointed in respect of the other party’s assets or undertaking or any part thereof, or if an order shall have been made or a petition is presented or any resolution is passed for the winding up of the other party; and/or

5.2. In the event of termination pursuant to Clause 5.1 above, the Project Fees shall immediately become due and payable by the Client.

5.3. Neither party is entitled to terminate this Agreement during the Term save as provided for in Clause 5.1 above.

5.4. In the event that the Client terminates this Agreement on grounds other than those stated in Clause 5.1 above, without prejudice to other rights and remedies which the Company may have against the Client prior to such termination, the Project Fees will remain payable by the Client to the Company in accordance with Clause 2.1 above.

6. Confidentiality

6.1. Each party agrees and undertakes to the other party that it shall keep confidential, and shall not use, disclose or in any way transmit in any manner whatsoever to any third party, any information relating to this Agreement or the other party acquired in connection with this Agreement and/or in the course of this Agreement unless expressly permitted by the other party in writing.

6.2. This Clause 6 shall continue to apply after the termination of this Agreement without limit in point of time but shall cease to apply to (i) information or knowledge which may come into the public domain other than as a result of any act or breach of this Agreement by the recipient, (ii) information that is subsequently received by the recipient from any third party without any confidentiality obligations, and/or (iii) information that is required to be disclosed by law or any governmental or regulatory authority or relevant stock exchange.

7. Force Majeure

7.1. No delay or failure of performance by any party of its obligations hereunder (other than payment obligations) shall be deemed to be a breach of or default under this Agreement nor give rise to any claim by the other party hereto if and so long as such delay or failure is occasioned by or in consequence of any act of God; strikes, lockouts; wars, blockades, insurrection, civil disturbances, acts of public enemies; riots, epidemics, lightning, earthquake, fires, explosions, storms, floods, landslides, washouts, arrests and restraints of rulers and people, the order or direction of any court or other authorities having jurisdiction, and any other cause or circumstances whether of the kind herein enumerated or otherwise which is not within the reasonable control of the party invoking this Clause, and not the result of its negligence or lack of due diligence.

8. Notices

8.1. All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid registered post addressed to the intended recipient thereof at its address first set out above (or such other address or fax number as a party may from time to time notify the other party). Any such notice, demand or communication shall be deemed to have been duly served on and received by the addressee:

(a) If delivered by hand, at the time of delivery;

(b) If sent by prepaid registered post, within 5 days of posting;

(c) If sent by fax, on the date of successful transmission.

9. General

9.1. All the rights and obligations hereunder are personal to the Client and the Company. Neither party shall assign any such rights and obligations to any third party without the prior consent in writing of the other party.

9.2. Unless the context otherwise requires, words importing the singular number include the plural number, and vice versa; words denoting persons shall include firms and corporations and vice versa.

9.3. The headings to the Clauses hereof shall not be deemed to be a part thereof or be taken in consideration in the interpretation or construction thereof or of this Agreement.

9.4. This Agreement embodies all the terms and conditions agreed upon between the parties as to the subject matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings, between the parties with respect to the subject matter hereof whether such be written or oral. This Agreement shall not be supplemented or amended except by written instruments signed by the parties hereto.

9.5. Nothing in this Agreement shall constitute a partnership or joint venture between the parties hereto nor constitute one party the agent of the other party and vice versa.

9.6. No failure by any party hereto to exercise and no delay by any party hereto in exercising any right, power or remedy under this Agreement will operate as a waiver. Nor will any single or partial exercise by any party hereto of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy by such party. The rights and remedies herein are in addition to any rights or remedies provided by law.

9.7. If any provision of this Agreement is found by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provisions of this Agreement shall not be affected thereby.

9.8. This Agreement shall be governed by and construed in accordance with the laws of Singapore, and the parties hereby submit to the non-exclusive jurisdiction of the courts of Singapore.

9.9. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act to enforce any of its terms. The rights under the Contracts (Rights of Third Parties) Act are hereby expressly excluded.