Terms & Conditions

The Company shall conduct its work in a professional and skilled manner and the Client shall promptly review the work, provide feedback if any, be responsive to the Company’s queries, and to make payment in a timely fashion.

The Company will prepare a project schedule which shall be subject to the Client’s prior written approval. Any changes to this project schedule may result in a schedule change for final deliveries and, possibly, extra charges. No such extra charges will be imposed on the Client unless:

(a) the Company was given less than 1 week’s notice in writing about the schedule change or

(b) the schedule change is solely due to Client’s default or negligence. Any estimates provided by the Company do not include revisions to final approved concepts once in production. In the event a change requested by the Client is accepted and adopted by the Company, the Company will produce a new estimate and propose amendments to the project and project schedule once the estimate is approved by the Client. All changes, revisions, or corrections are subject to a deadline review and possible change in delivery. Where the Client agrees to a tight project schedule, the Client also agrees that the Company shall not be responsible or held liable for any delays to the project schedule caused by the Client’s acts or omissions, including the Client’s failure to respond to the Company in a timely fashion.

Client shall promptly make a payment towards the Company’s invoice(s) before the stipulated payment deadline, and where unspecified within 30 days from the date of invoice. 50% of the fee shall be payable upfront and upon the Client’s acceptance of these terms and conditions, unless otherwise agreed, and the Company shall collect the remaining fee upon delivery of the product. The Company is entitled to begin work only upon receiving the initial 50% payment that is required upfront. All eventual bank fees will be borne by the Client. Each production phase, once work has been commenced, is billable to the Client as soon as costs are incurred by the Company. Unless otherwise indicated, all payments to the Company are to be made in Singapore Dollars. Additional work beyond the agreed and quoted for work, schedule, and delivery may be arranged in writing and will be subject to the Company’s prevailing rates and/or additional commission.

Clients or production companies of a foreign entity shall make full payment before the Company delivers the product. 50% of the fee shall be payable upfront and upon the Client’s acceptance of these terms and conditions, unless otherwise agreed. The Company is entitled to begin work only upon receiving the initial 50% payment that is required upfront. All eventual bank fees will be borne by the Client. Each production phase, once work has been commenced, is billable to the Client as soon as costs are incurred by the Company. All payments to the Company are to be made in the same currency quoted and agreed by all parties before the commencement of work. Additional work beyond the agreed and quoted for work, schedule, and delivery may be arranged in writing and will be subject to the Company’s prevailing rates and/or additional commission.

If the Client’s has unplanned-for, ad-hoc requirements during ongoing work, or conducts themselves in such a manner that the Client causes overtime, then such additional costs of work hours and/or rented facilities will be billed to the Client and will be borne by the Client. NOOKCHA will advise the Client about Overtime risks. The Client acknowledges and agrees that NOOKCHA has authority over actual and/or estimated work schedules and that the Client will adhere to NOOKCHA’s advice, or agree to additional services and/or Overtime risks and/or costs. NOOKCHA is responsible for ensuring professional work schedules that allow all work to be completed in good time and without significant risk of Overtime. If Overtime applies due to a case of force majeure, the Client agrees to bear the costs.

The Client agrees to communicate any comments, dissatisfaction, and questions about the process to the Company immediately in writing, to prevent misunderstandings that might affect the overall satisfaction with the final product. Such communications include using email communications prior to/related to and during the contracted project.

Title, interest and benefit to all intellectual property rights created by Company shall, to the fullest extent permitted by law, belong to and vest absolutely in the Company, however, the Company will transfer the ownership of the intellectual property rights to the final work deliverables to the Client on the conditions that Client makes full payment to the Company within the deadlines stipulated in the invoices and Client does not breach any terms of the Agreement, and on the occurrence of such transfer, the Client hereby grants the Company a perpetual irrevocable royalty-free transferrable sub-licensable fully paid worldwide license to name, describe, showcase, commercially exploit and use the intellectual property rights to the final work deliverables in the Company’s portfolio for the purpose of work showcase and references and to authorise a third party to do any, some, or all of the foregoing. Each party retains all rights, title, and interest in and to its intellectual property rights that subsisted before the conclusion of a project or which may come into being independent of a service agreement. The Company may use resources or materials in which the Client owns the intellectual property rights during the term of the service agreement, solely as necessary to exercise its rights or perform the Company’s obligations under these terms and conditions which constitute the basis of a service agreement. If the project is terminated before the completion of the final deliverables, then all rights, titles, and interests in the working product and any modification, enhancement, adaptation, or derivative work thereof shall, to the fullest extent permitted by law, belong to and vest absolutely in Company, and it is further agreed that title, interest, and benefit to such intellectual property rights shall not be transferred, without Company’s express written approval, to the Client. If the Client provides any materials to be included in the final work deliverables, all such materials must be free from copyright infringements. The client will indemnify the Company and its officers, employees, and consultants against any losses, expenses, costs, or liabilities incurred as a result of any actual or threatened intellectual property right infringement claim. Each party shall not use the other party’s name or logo in any form of publicity or release, or make public disclosure of the existence of, or the terms of, a service agreement except with the express written approval of the other party. No license to the trademarks, trade names, or service marks of either party is granted under these terms.

The Company will engage if required, third-party vendors. Any quotations given by the Company, where third-party vendors are engaged, will rely on quotations issued by third-party vendors. The Company is not responsible for third-party vendors’ conduct or unforeseen changes to any third-party vendor engagement and/or services. Any additional costs relating to the Company’s and/or a third-party vendor’s costs will be borne by the Client. The Company is not responsible for any changes to the quoted third-party costs or availability of specific vendors. The Company’s own quoted costs might change due to a change of vendors and/or a vendor’s costs.

Should talents/actors/actresses/voiceover artist/music & digital licensing is being used in a project, the Company will quote based on the duration of loading period (3-months, 6-months, 12-months, perpetual) and types of material distribution (Offline: Cinemas, Public Transports, other out of home DOOH. Online: Social Media Platforms in the form of online ad campaigns). Loading period will start upon project completion, unless otherwise agreed with the Client. Should there be a need to extend the licensing loading period and distribution, the Company will provide additional quotation to match the requirements. Agreement is considered breached if the Client uses the digital content outside of the loading period and/or agreed distribution platform, in which case the Client will be billed the amount for talent engagement and licensing in the original project.  

These Terms and Conditions shall not be varied, adjusted, modified, or amended in any respect unless such amendment be expressly agreed in writing by the parties.

The Client agrees that the Company will collect, use and disclose the Client’s personal data obtained for the purposes of performing the services, in accordance with the Personal Data Protection Act 2012. Should the Client wish to withdraw consent for the collection and use of the Client’s data, the Client must provide express and written notification by email to the Company.

Client and the Company both agree:

(a) to keep confidential all information disclosed by the other party relating to the work relationship and the content created,

(b) not to disclose any confidential information without the other party’s express written consent, and

(c) to bind their partners, agents, or other service or work providers to the same obligations as set forth in this provision.

These confidentiality obligations do not apply to information that eventually enters the public domain without the influence and through no fault of the Client and/or the Company, or that is required to be disclosed by law or pursuant to a court order.

The Client is responsible to instruct their employees and agents to comply with prevailing health and safety regulations (including without limitation to IMDA’s regulations and MOH’s COVID-19 safe distancing guidelines, as updated from time to time). The Company is responsible to implement such health and safety policies and the Company will be deemed to have satisfied its responsibilities by briefing the full crew and cast of such policies. The Company is not liable for any individual’s breach of such policies. The Client and the Company agree to communicate and collaborate efficiently and quickly in response to any breach of such policies and to decide together what action to take to secure a safe work environment, in full compliance with applicable laws. All services provided pursuant to these terms and service agreements are provided or performed on an "as is", “as available” basis, and Client’s use of the services is solely at its own risk. The Company does not make, and hereby disclaims,

(a) all express warranties with regard to the services, including but not limited to any warranty that the services provided hereunder will be uninterrupted, error-free, or completely secure; and

(b) any and all implied warranties with regard to the services, including the implied warranties of merchantability or satisfactory quality, fitness for a particular purpose, and non-infringement of third party’s intellectual property rights. Notwithstanding anything to the contrary in these terms and service agreements, in no event will either party be liable to the other party for lost profits, loss of business, loss of revenues (except that Client shall be liable for any service fees or other amounts owed to the Company under these Terms and Conditions and the referred service agreement), loss of data or interruption or corruption of data, any consequential or indirect damages, or any incidental, special, reliance, exemplary or punitive damages (if applicable), even if advised of the possibility of such damages. Notwithstanding anything to the contrary in these terms and service agreement, the Company’s total liability to Client in the aggregate for the entire term (and regardless of whether the claims are brought during or after the term) with respect to all claims arising from or related to the subject matter of these terms as basis for service agreements (including attorney’s fees) will not exceed the amount actually paid by Client to the Company for the three (3) month period immediately preceding the month in which the first claim arose. As a further limitation, the Company’s maximum liability for any claims relating to services offered or provided by the Company shall not exceed the amount of the aggregate service fee for such service provided on the occasion giving rise to the claim. The aforesaid limitations will apply to all claims and causes of action, regardless of whether in contract, tort, strict liability, or other theory. Each party recognises and agrees that the warranty disclaimers, limitations of liability, and remedy limitations in these terms are bases of these terms as basis for a service agreement materially bargained for by the parties. Where physical activity or stunts will take place, the Client hereby represents that all persons performing or participating in the activity or stunt are fit, are fully qualified, and have obtained the relevant skills and knowledge to carry out such physical activities without supervision, and Client hereby waives, releases and forever discharges to the extent permitted by law any and all claims, causes of action or right that Client otherwise may have against the Company, including the right to sue, its employees or agents for any injuries or claims aforesaid however arising save for wilful misconduct or gross negligence.

These Terms and Conditions and resulting agreements together with all the documents referred to herein constitute the entire agreement between the Company and the Client in relation to its subject matter and replace all prior agreements, undertakings, arrangements, or statements (whether oral or written) with respect to the subject matter. The Client acknowledges that these Terms and Conditions constitute/relate to service agreements made with the Company.

Either party may terminate the project by giving 1 month’s written notice of termination to the other party, for any reason whatsoever, however, all production phases apply, and work that has begun is chargeable unless both parties agree in writing on another resolution. The Company may terminate the project immediately upon giving written notice to Client if Client becomes unable to pay debts as they become due, ceases to do business, enters into a deed of arrangement, undergoes judicial management, commences the process of liquidation, has a receiver appointed or begins winding up or similar arrangements.

The terms are governed by and constructed in accordance with the laws of the Republic of Singapore and both parties submit to the non-exclusive jurisdiction of the Singapore Courts in regard to any claim or dispute arising out of these terms. In any proceeding to enforce any part of these terms and service agreements, the Company shall be entitled to reasonable attorney’s fees in addition to any available remedy. The provisions of these terms and service agreements shall survive the project termination without a time limit.

Quotations have to be accepted in writing as per all issued/relevant project documents, which instruct the Client on relevant terms of the agreement in reference to this webpage or with an Agreement section in the quotation/estimate