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Terms & Conditions

Last updated: December 2, 2022

SERVICES AND LICENCE AGREEMENT

  • General Legal Information

This Services and Licence Agreement (“Agreement”), which is entered into between ART OF COMPANY AOC PTE LTD (the “Company”) and you or the entity you represent (the “Customer”) (each a “Party”, together the “Parties”), sets out the terms and conditions governing the services that the Company will be provide to the Customer under the Social Media Package and the extent to which Work Products flowing therefrom may be used.

BY (1) CLICKING A BUTTON OR BOX INDICATING ACCEPTANCE (E.G., “I AGREE TO THE ART OF COMPANY SERVICES AND LICENCE AGREEMENT”, “ACCEPT” OR “OK”) OR (2) SUBMITTING AN APPLICABLE ORDER FORM, YOU UNCONDITIONALLY ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL WARRANTS AND REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS RELEVANT AFFILIATES, AS THE CASE MAY BE, TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE, THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS RELEVANT AFFILIATES. IF THE INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY SUCH INDIVIDUAL MUST NEITHER ACCEPT THIS AGREEMENT NOR SIGN UP FOR THE COMPANY’S SERVICES, ON BEHALF OF THE ENTITY AND ITS AFFILIATES.

 

1. Definitions and interpretations

In this Agreement, unless the context otherwise requires, the following words will have the following meanings:

  • “Affiliate” means any Person directly or indirectly Controlling, Controlled by, or under common Control with that Party. For the purposes of this definition, “Control,” “Controlling,” and “Controlled” mean having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a Person by contract, by virtue of share ownership or otherwise.

  • “Amendment Request” shall have the meaning given to it in Clause 2.2.

  • “Billing Cycle” means the period between the date of payment under Clause 5.3 and the next date of payment under the same Clause.

  • “Company Developed Material” means any material developed by the Company, the Company’s Representative or the Company’s Affiliates after the Effective Date, including any images, photographs, or digital works used or developed in connection with the delivery of the Final Work Product. For the avoidance of doubt, the following shall be considered as part of the Company’s Developed Material: drafts of the Preliminary Work Product and the Final Work Product.

  • “Company IP” means all IP Rights subsisting in the Preliminary Work Product, Final Work Product, any of the Company’s Pre-Existing Material, the Company Trademarks and the Company Developed Material.

  • “Company Trademarks” means registered, applied-for and unregistered trademarks, brand identifiers and logos, service marks, any and all variations, modifications or enhancements to each of them, together with all goodwill associated therewith, owned by or licensed to the Company.

  • “Confidential Information” means all information (whether oral, written or in another form) disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), directly or indirectly, that is:

  • by its nature or by the circumstances of the disclosure, or could reasonably be expected to be, regarded as confidential;

  • marked as or instructed to be confidential at the time of disclosure to the Receiving Party, or if disclosed in oral form, is identified as confidential at the time of disclosure to the Receiving Party; or

  • proprietary (whether owned by the Disclosing Party or a third party to whom the Disclosing Party owes a non-disclosure obligation).

  • “Customer Data” means any data or content that is transferred by or on behalf of the Customer to the Company, including the information that the Customer provides to the Company in the Questionnaire. For clarity, Customer Data does not include the Customer’s account information with the Company, including, but not limited to, purchase and payment information, or any data generated by the Customer relating solely to the Customer’s use of the services provided by the Company.

  • “Customer IP” means IP Rights subsisting in the Customer’s Pre-Existing Material and Customer Data.

  • “Derivative Works” of a work means any part(s) of, except(s) of or adaptation(s) of the work.

  • “Effective Date” means the date of that the Customer accepts this Agreement in the manner set out under the General Legal Information.

  • “Feedback” means any requests for improvements or enhancements, suggestions for new functionality, customisations or corrections, or other feedback, comments or ideas provided by the Customer in connection with products or services offered by the Company, including any Amendment Request that the Customer makes to the Company.

  • “Final Work Product” shall have the meaning given to it in Clause 2.3.

  • “Force Majeure Events” shall have the meaning given to it in Clause 15.1.

  • “IP Rights” means any of the following rights in any jurisdiction anywhere in the world: (a) all patents and patent disclosures, utility model, design patents and rights in inventions; (b) trademarks, service marks, logos, tradenames, trade dress and domain names, together with all goodwill associated therewith; (c) copyrights, copyrightable rights, moral rights and database rights and any other rights in data or data compilations; (d) rights in know-how, confidential information, trade secrets, and proprietary rights and processes; and (e) all other intellectual property rights or forms of protection, subsisting now or in the future, having equivalent or similar effect to the rights referred to in any of the foregoing items (a) to (d), subject matter of any of the foregoing, tangible embodiments of any of the foregoing, in each case, whether unregistered or registered (including all applications, rights to apply and rights to claim priority), including all divisionals, continuations, continuations-in-part, reissues, extensions, re-examinations, renewals and extensions thereof, as applicable.

  • “Law” means law, statute, rule, regulation, directive, treaty, judgement, order, guidelines, decree, interpretation, permit, injunction of any Government Agency, and in each case, as amended from time to time.

  • “Notice of Cancellation” shall have the meaning given to it in Clause 6.1.

  • “Person” means any natural person, individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any Government Agency (whether or not having a separate legal personality).

  • “Personal Data” means data, whether true or not, about an individual who can be identified (1) from that data, or (2) from that data and other information to which the organisation has or is likely to have access but shall not include the individual’s Business Contact Information. For the purposes of this Agreement, “Business Contact Information” means an individual’s name, position name or title, business telephone number, business address, business electronic mail address or business fax number and any other similar information about the individual, not provided by the individual solely for his or her personal purposes.

  • “Pre-Existing Material” means any material or know-how that is developed, owned or licensed by a Party (or its licensor or Affiliate as the case may be) before the Effective Date.

  • “Preliminary Work Product” shall have the meaning given to it in Clause 2.1.

  • “Primary Payment Method” shall have the meaning given to it in Clause 5.3.

  • “Purchase Price” means the monthly purchase price of the Social Media Package purchased by the Customer

  • “Questionnaire” means the questionnaire that the Company provides to the Customer after the Customer has purchased a Social Media Package.

  • “Representative” of a Person means an officer, director, employee, agent, auditor, adviser, consultant, joint venturer, contractor, or sub-contractor of the Person or of an Affiliate of that Person, or any other Person solely when acting at the direction of or on behalf of that Person in connection with the performance of that Person’s obligations under this Agreement.

  • “Secondary Payment Method” shall have the meaning given to it in Clause 5.5.

  • “SIAC” shall have the meaning given to it in Clause 14.2.

  • “SIAC Rules” shall have the meaning given to it in Clause 14.2.

  • “SIMC” shall have the meaning given to it in Clause 14.6.

  • “Social Media Account” means an account on any social media platform identified by Customer to the Company in its request under Clause 2.5, including, but not limited to, accounts on Facebook, Instagram or LinkedIn.

  • “Social Media Package” means the Starter Package, Advanced Package, Pro Package or Lifestyle Photography as listed on the Company’s website.

  • “Watermark” means the notice that the Company marks on the Preliminary Work Product and the Final Work Product in the following terms “© Copyright [Legal Entity] [Year of Creation]”.

  • “Work Product” means the individual static post, branding theme or template listing that the Customer is entitled to under the Social Media Package that the Customer purchases from the Company.

In this Agreement, unless the context indicates to the contrary:

Clause, and paragraph headings shall not affect the interpretation of this Agreement;

References to clauses, sub-clauses or Schedules are to the clauses, sub-clauses or Schedules of this Agreement;

References to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (in any case, whether or not it has separate legal personality);

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;

A reference to any Party shall include that Party’s personal representatives, successors and permitted assigns;

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;

A reference to writing or written includes fax and email;

Any obligation on a party not to do something includes an obligation not to allow that thing to be done;

A reference to this Agreement is a reference to this Agreement as varied from time to time; and

Any words following the terms “Including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. The Company’s delivery of the Work Product

Subject to Clause 2.7, the Company shall, upon the receipt of a Customer’s order for a Work Product via the submission of the Questionnaire, and the Customer’s payment of the Purchase Price in accordance with Clause 5, confirm or reject the Customer’s order. Where the Company rejects the Customer’s order for a Work Product, the Company shall as soon as practicable inform the Customer of the same and refund any Purchase Price without any deductions. Where the Company confirms the Customer’s order for a Work Product, the Company shall deliver to the Customer a Work Product that is in accordance with the terms of the Social Media Package that the Customer had purchased, and that complies with or takes into consideration Customer’s responses in the Questionnaire (the “Preliminary Work Product”).

The Customer may submit a request to the Company to amend the Preliminary Work Product (the “Amendment Request”) and the Company shall make the necessary revisions to the Preliminary Work Product to comply with the Customer’s request. The Customer shall only be entitled to submit up to [x] Amendment Requests for each Preliminary Work Product.

The Company shall deliver the Preliminary Work Product, as revised under Clause 2.2, if necessary, (the “Final Work Product”) to the Customer within a reasonable time by uploading the Final Work Product onto a platform from which the Customer can download the Final Work Product. The Company may remove the Final Work Product from the platform after 2 months, or as otherwise agreed between the Parties. Any guarantees or representations made as to delivery times shall be subject to any delays resulting from delays on the part of the Customer providing any necessary Customer Data, or Force Majeure Events, which the Company shall not be held responsible for.

Once the Final Work Product is delivered in accordance with Clause 2.3, the Company will not be obliged to make any further amendments or changes to the Final Work Product.

The Customer may further request the Company to publish the Final Work Product on the Social Media Account(s) on behalf of the Customer. The Company’s performance of such publication shall be subject to the Company’s written confirmation of receiving and accepting such request, as well as the limitation of the Company’s liability under Clause 10.

To facilitate the Company’s publication of the Final Work Product on the Customer’s behalf under Clause 2.5, the Customer agrees to provide the necessary login credentials and relevant authorisation under the Social Media Account(s) specified in the Customer’s request in Clause 2.5, related third-party applications and extensions. This includes administrator privileges, verification codes and API keys.

Notwithstanding anything in this Agreement, in the event of any error, inaccuracy or omission in the descriptions and/or prices of the Social Media Package, as listed on the Company’s website, the Company reserves the right to refuse to fill the Customer’s original order where said order is based on the information containing the error(s), inaccuracy(ies) and/or omission(s). The Company reserves the right to rectify any such error(s), inaccuracy(ies) and/or omission(s) without prior notice to the Customer. Notwithstanding, the Company will endeavour to, as soon as practicable, inform the Customer of any such error(s), inaccuracy(ies) and/or omission(s) and the rectification steps taken, if any, as well as provide the Customer with the option of filing a new order at the rectified price and/or description, or cancelling the order altogether. The Company shall treat the Customer as having cancelled the order if the Company cannot reach the Customer or does not receive the Customer’s instructions within three (3) working days.

3. Ownership and licensing of Customer IP

The Customer shall own and retain all right, title and interests in and to all Customer IP. All rights in Customer IP not expressly granted to the Company under this Agreement are reserved by the Customer. Nothing in this Agreement transfers from the Customer to the Company any proprietary right or interest in any Customer IP.

Notwithstanding Clause 3.1, the Customer agrees to the following:

  • The Customer hereby grants to the Company and the Company’s Affiliates a worldwide irrevocable, non-exclusive, sub-licensable (through multiple tiers), royalty-free licence to use, and to allow the Company’s Affiliates and Representatives to use the Customer IP to (i) create and deliver the Final Work Product, (ii) prevent or address technical issues with respect to the creation and delivery of the Final Work Product, (iii) otherwise perform the Company’s obligations stipulated in this Agreement, and (iv) comply with applicable Laws.

  • The Customer hereby grants to the Company and the Company’s Affiliates a worldwide, irrevocable, non-exclusive, sub-licensable (through multiple tiers), and royalty-free licence to process any Customer Data (including transfer of any such Customer Data to third parties for processing) for the purpose of facilitating Company’s creation and delivery of the Final Work Product.

  • If the Customer provides the Company with any Feedback, the Customer hereby grants to the Company and the Company’s Affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable (through multiple tiers) and transferable licence under the Customer’s IP Rights to use the Feedback in any way whatsoever without restriction or payment.

  • The Customer consents to the use and display of the Customer’s name, logo, trademarks, and service marks on the Company’s websites and marketing materials in connection with identifying the Customer as a customer of the Company. Upon the Customer’s written request, the Company, shall promptly remove any such use and display from the Company’s websites and to the extent commercially feasible, the Company’s marketing materials.

4. Ownership and Licensing of the IP Rights in the Work Product

The Customer acknowledges and agrees to the following:

  • Any and all Company IP, whether owned or licensed, is and shall remain owned or retained (insofar as licensed IP is concerned) by the Company. Nothing in this Agreement shall confer or purport to confer any rights, title or interest in any Company IP on Customer.

  • The Work Products, including the Preliminary Work Product and the Final Work Product, as well as any Company Developed Material, contain, embody and are based on know-how, trade secrets, copyrights and other IP Rights owned by the Company.

The Customer’s rights with respect to the Work Product, including the Preliminary Work Product and the Final Work Product, are limited to those granted pursuant to the terms and conditions in this Agreement. All rights in the Company IP not expressly granted to the Customer under this Agreement are reserved by the Company.

Subject to the terms and conditions of this Agreement and the due performance by the Customer of the Customer’s obligations under this Agreement and in reliance on the Customer’s representations and warranties set forth in this Agreement, the Company hereby grants to the Customer a perpetual, non-exclusive licence to the Company’s IP Rights as subsisting in the Final Work Product to allow Customer to reproduce the Final Work Product in the Customer’s advertising or promotional material including the Customer’s Social Media Account.

The Customer undertakes not to do the following:

  • Selling, renting, leasing, redistributing, sub-licensing or transferring to any third party the Final Work Product and/or the Preliminary Work Product without the Company’s consent.

  • Altering, modifying, editing, creating Derivative Works from or otherwise affecting the integrity of the data, information, material or form of the Preliminary Work Product and/or the Final Work Product, including the editing and removal of the Watermark or any other proprietary notice, labels or marks, without the Company’s consent.

  • Using the Preliminary Work Product and/or Final Work Product for the benefit of any third parties or in any way other than what is permitted in this Agreement without the Company’s consent.

  • Doing anything defamatory, unlawful or for purposes which would bring the Company into disrepute.

In the event of a breach of Clause 4.4 by the Customer, the Company may immediately suspend all services to the Customer with or without notice and revoke any and all rights granted to the Customer under this Agreement.

The Customer shall immediately notify the Company in writing if any of the following matters come to the Customer’s attention:

  • Any actual, suspected or threatened infringement of the Company IP.

  • Any claim made or threatened that the Final Work Product and/or the Preliminary Work Product infringes the rights of any third party.

  • Any other form of attack, charge or claim to which the Company IP, Preliminary Work Product or Final Work Product may be subject.

 

5. Payment of Purchase Price

The Company reserves the right to change the Purchase Price from time to time. In the event of such changes to the Purchase Price, the Company will issue an announcement on its website to inform the Customer of the changes and the Customer will only be liable to pay the new Purchase Price in the Billing Cycle beginning at least 30 days after the announcement on the Company’s website.

The Company may from time to time offer promotional discount codes which may apply in respect of any, or certain specified, Social Media Package(s). The conditions relating to the use any such discount codes will be specified at the time of issue and the Company reserves the right to amend the terms and conditions of the discount codes without prior notice to the Customer.

When requested by the Company, the Customer shall provide the details of the payment method(s) through which the Customer prefers to pay the Purchase Price (the “Primary Payment Method”), and the Purchase Price will be charged to the Primary Payment Method on a monthly recurring basis starting from the Effective Date.

Where the date of payment scheduled under Clause 5.3 falls on a day not contained in a given month, the date of payment under Clause 5.3 shall be taken to be the day immediately following the original date of payment.

The Customer shall provide the Company with an alternative payment method (the “Secondary Payment Method”) which the Customer hereby authorises the Company to charge the Purchase Price to in the event that the Company does not receive the Purchase Price from the Primary Payment Method within 2 days of the date of payment scheduled under Clause 5.3.

The Customer may update the Primary Payment Method and Secondary Payment Method by providing written notice of the same to the Company.

Due payment of the Purchase Price shall only be considered to have taken place when the Company issues a written receipt to the Customer confirming receipt of the Purchase Price from the Customer.

 

6. Cancellation of Social Media Package

The Customer’s subscription to the Social Media Package may be cancelled at any time, unless stated otherwise in the terms of the Social Media Package that the Customer is seeking to cancel, by providing the Company written notice of the Customer’s intent to cancel the Social Media Package (the “Notice of Cancellation”), and the subscription to the Social Media Package will be automatically cancelled at the end of the Billing Cycle during which the Notice of Cancellation was issued.

Notwithstanding the Customer’s Notice of Cancellation, the Customer shall remain liable to pay, in accordance with Clause 5, the Purchase Price of the Billing Cycle during which the Customer issued the Notice of Cancellation, and the Company shall not be liable to refund any monies to the Customer for any Work Products that the Customer chooses not to place an order for.

The Company shall deliver any Work Products for which an order had been placed by Customer prior to the issuance of any Notice of Cancellation.

 

7. Personal Data Protection

The Customer hereby consents, agrees and acknowledges that the Company may collect, use or process Personal Data relating to the Customer, including the relevant login credentials referred to in Clause 2.6, for the purposes of performing the terms under this Agreement.

The Customer further consents to the Company disclosing the Customer’s Personal Information to a third party for the purposes of billing and credit assessment or for purposes necessary to carry out the terms of this Agreement.

Customer warrants that any Personal Data provided to the Company has been collected in accordance with any applicable personal data privacy Laws.

 

8. Warranties

Each Party warrants and represents that it has full capacity and authority to enter into and to perform this Agreement, and this Agreement constitutes a legal, valid and binding agreement between the Parties.

The Customer warrants the following:

  • The Customer Data provided to the Company is true and accurate and the Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and IP Rights to use all Customer Data. In the event of any inaccuracy or unreliability in the Customer Data, the Company shall not be obliged to make any changes to the Preliminary Work Product or Final Work Product.

  • The Customer has and will have all necessary consents, rights, waivers, licences, approvals or authorisations to provide the Customer Data to the Company and for the Company to process the Customer Data for the purposes of this Agreement.

  • The Customer Data uploaded by the Customer or any software, application, system, products, or services the Customer uses in connection with the Company’s Social Media Package does not infringe any Company IP or any IP Rights of any third party, and the Customer’s use of the Final Work Product will not infringe the legitimate rights and interests of any third party.

  • The processing of Customer Data by the Company will not violate any Laws or the rights of any third party.

 

9. Indemnification

The Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profits, loss of reputation and all interest penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:

  • The Company’s publication of the Final Work Product on the Customer’s behalf under Clause 2.5;

  • The Customer’s breach of Clause 4.4;

  • Any unauthorised use of the Company IP, the Company Developed Material, the Preliminary Work Product and/or the Final Work Product by the Customer and/or the Customer’s Affiliate;

  • Use of the Final Work Product by the Customer and/or the Customer’s Affiliate;

  • Any third-party claim that the Company’s use of the Customer IP, Customer Data or Feedback in accordance with this Agreement constitutes an infringement of any IP Rights of the third-party; or

  • Any third-party claim that the use of the Final Work Product by the Customer and/or the Customer’s Affiliate, which is not in accordance with the terms of this Agreement, constitutes an infringement of any IP Rights of the third-party.

If any third party makes a claim, or notifies an intention to make a claim, against the Company which may reasonably be considered likely to give rise to a liability under this indemnity, the Company shall as soon as reasonably practicable, give written notice of such claim to the Customer, specifying the nature of the claim in reasonable detail.

  • 9.3   The Company may from time to time use copyright free image, audio, media or video found on photo sharing platforms such as but not limited to https://unsplash.com (“Unsplash”) and https://www.pexels.com (“Pexels”) without informing Customers. If any third party makes a claim, or notifies an intention to make a claim, against the Customer or Company, the Company shall not be held liable or responsible in any way.

 

10. Limitations of liability

Notwithstanding anything in this Agreement, to the full extent permitted under applicable Laws, the Company shall not be liable to the Customer or any third-party, whether in contract, in tort, under any statute or otherwise under or in connection with this Agreement, for or in respect of:

  • Any loss of profits;

  • Any loss of sales or business;

  • Any loss of agreements or contracts;

  • Any loss of anticipated savings.

  • Any loss of or damage to goodwill;

  • Any loss of use or corruption of software, data or information;

  • Any loss arising from or relating to the Customer’s use of the Final Work Product, including any special, indirect or consequential damages result from errors;

  • Any loss arising from or relating to the Company’s exercise of rights expressly reserved under this Agreement including Clauses 2.7, 5.1 and 5.2;

  • Any loss arising from or relating to the Company’s publication of the Final Work Product on the Customer’s behalf under Clause 2.5; and

  • Any incidental, special, indirect or consequential losses or punitive damages of whatever nature.

Without limiting Clause 10.1, to the full extent permitted by applicable Laws, the Company shall have no liability under any provision of this Agreement, whether in contract, negligence, breach, or on any other basis, with respect to any performance problems, claims of infringement or other matter to the extent attributable to any unauthorised or improper use by the Customer of the Final Work Product, or any breach of this Agreement by the Customer.

 

11. Notices

Any notice required to be given or made under this Agreement shall be in writing and in the English language and shall be sent by electronic mail transmission to the Company at hello@artofcompany.com, or to such other e-mail address as the Company may from time to time duly notify the Customer in writing.

12. Confidentiality

Without prejudice to the definition of Confidential Information under Clause 1.1, the Customer agrees and acknowledge that the Company’s Confidential Information shall include all business and marketing plans know-how, business processes, trade secrets and business models, notes, sketches, flow charts, formulas, blueprints, and elements thereof, and the information comprised in or relating to any of the Company IP.

Notwithstanding definition of Confidential Information under Clause 1.1 and Clause 12.1, Confidential Information does not include information which:

  • The Disclosing Party specifies is not confidential;

  • Has been duly received by the Receiving Party from a third party which, to the knowledge of the Receiving Party, is not subject to a confidentiality obligation to the Disclosing Party;

  • Is or becomes part of the public domain (other than through breach of either this Agreement or any other obligation to the Disclosing Party);

  • Was already known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, or

  • Was independently developed by the Receiving Party without reliance on any Confidential Information of the Disclosing Party.

As between the Parties, each Party retains all ownership rights in and to its Confidential Information.

Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information, other than those expressly stated in this Agreement, are granted to the other Party, or are to be implied from this Agreement.

A Receiving Party shall:

  • keep all Confidential Information confidential;

  • use the same degree of care that it uses to protect the confidentiality of its own confidential information (but not less than reasonable standard of care);

  • not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and where any disclosure is required, such disclosure shall be subject to confidentiality restrictions substantially similar to those in this Clause 12.5;

  • except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement; and

  • promptly notify the Disclosing Party in writing of any potential, suspected or actual breach of this Clause 12.

Notwithstanding Clause 12.5, the Confidential Information may be:

  • Used and/or disclosed by the Company for the purposes of carrying out the terms of this Agreement, including the production and delivery of the Preliminary Work Product and Final Work Product under Clause 2.

  • Disclosed by the Company to the employee(s) and/or contractor(s) of the Company’s Affiliates to the extent that such disclosure is necessary for the Company to carry out the terms of this Agreement.

  • Disclosed by either Party to the extent required by Law, to any Government Agency, or to a court of competent jurisdiction to comply with any order from a court of competent jurisdiction or requirement of any regulatory authority or securities exchange. To the extent that is both reasonably practicable and permitted by applicable Laws, the Party required to make such disclosure shall give the Disclosing Party as much prior notice of the disclosure as possible and provide assistance and cooperation to allow the Disclosing Party to take action, at the Disclosing Party’s expense, to prevent or minimise the disclosure of Confidential Information.

 

13. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Singapore without regard to any conflicts of laws principles.

 

14. Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall be first attempted to be resolved by Parties through no less than two (2) rounds of negotiations. Parties shall participate in the negotiation with good faith and with a view of settling all such disputes. Prior to each round of negotiation, each Party shall prepare in written form a list of issues they wish to be dealt with, which shall be exchanged prior to each round of negotiation on a date agreed between parties. Each Party is entitled to one (1) qualified solicitor at such negotiations.

Should the two rounds of negotiations fail to reach a conclusion on all disputes, parties agree that any outstanding dispute shall be referred to and finally resolved by arbitration in Singapore 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 in this Clause.

The seat of arbitration shall be in Singapore and the venue of the hearing of the arbitration shall be in Singapore.

The Tribunal shall consist of one arbitrator.

The language of the arbitration shall be English.

The Parties further agree that following the commencement of arbitration under Clause 14.2, they will attempt in good faith to resolve the dispute that has been referred to arbitration through mediation at the Singapore International Mediation Centre (“SIMC”) in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.

The Parties agree to keep the arbitration and negotiations under this clause, as well as all information, pleadings, documents, evidence and any other matters relating thereto confidential.

 

15. Force Majeure

Neither Party shall be held liable for any failure to perform or delay in performance of any of its obligations under this Agreement caused by the circumstances beyond the reasonable control of a Party to this Agreement, including without limitation, poor weather conditions at any such destination, delayed issue releases by the publishers, broadcast interruptions, product unavailability, carrier delays, delays due to virus pandemics, fire, severe weather conditions, failure of power, labour problems, lock-out, industrial dispute, acts of war, military uprisings, terrorism, embargo, acts of God or acts or laws of any government or agency, technical or electronic fault, and any other force majeure such as natural or man-made calamities (“Force Majeure Events”).

The Party affected by the Force Majeure Event(s) shall inform the other Party in writing of the relevant Force Majeure Event(s) as soon as practicable upon their knowledge of the Force Majeure Event. The performance of obligations of the Party claiming the Force Majeure Event shall subsequently be suspended for the period that the Force Majeure Event continues, and that Party shall have a reasonable extension of time for performance of its obligations given the circumstances.

Upon the occurrence of a Force Majeure Event parties shall take all reasonable steps to find a solution by which the obligations under this Agreement may be performed despite the Force Majeure Event.

 

16. Assignment of the Agreement

The Customer shall not assign, transfer or novate any of the Customer’s rights, interest, benefits and/or obligations under this Agreement, without the Company’s prior written consent and such consent is not to be unreasonably withheld.

The Company is entitled to assign, transfer or novate at the Company’s sole discretion any of the Company’s rights, interest, benefits and/or obligations under this Agreement (in whole or in part) without the Customer’s consent, and shall provide the Customer with a written notice of any such assignment, transfer or novation.

Any purported assignment, transfer or novation in breach of this Clause 16 is of no effect.

 

17. Entire Agreement

This Agreement shall comprise the entire agreement between the Company and the Customer relating to the subject matter hereof. All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this Agreement are superseded by this Agreement and are of no effect.

 

18. Rights of Third Parties

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of the terms of this Agreement. Notwithstanding any references to a Party’s Affiliates in this Agreement, the terms and provisions of this Agreement are intended solely for the benefit of each Party and their respective successors and assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person, unless stated otherwise in this Agreement.

 

19. Implied Waiver

The waiver by a Party of a breach or default by the other Party of any provision of this Agreement, or the failure on the part of either Party to exercise any right or privilege, shall not be construed as a waiver of any subsequent breach or default by the other Party, or as a waiver of any such provision, right, or privilege.

 

20. Invalidity and Severability

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties. To the extent it is not possible to delete or modify the provision, in whole or in part, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under this Clause, shall not be affected.

21. Nature of Relationship

Nothing in this Agreement shall be construed as creating an agency, joint venture, distributorship, franchise, commercial agency, fiduciary or employment relationship among or between the Company and the Customer, and neither Party has any right, power or authority to act or to create any obligation, express or implied, on behalf of the other Party.

22. Modifications to this Agreement.

The Company may modify this Agreement at any time by posting a revised version on the Company’s website or by sending the Customer an email to the email address that the Customer provided the Company. By continuing to pay the Purchase Price in accordance with Clause 5 after the effective date of any modifications to this Agreement, the Customer agrees to be bound by such modified terms. 

 

23. Further Assurances.

Each Party shall from time to time execute such documents and perform such acts and things as the other Party may reasonably require to give full effect to the provisions of this Agreement and the transactions contemplated by it.

 

Contact Information

If you have any general questions or queries about the Terms of Use, please contact us via email to hello@artofcompany.com.