Last Updated: August 16th, 2018

These general terms and conditions (“General Terms”) shall apply to the Services provided to the Customer by 90 Seconds in addition to the Specific Terms and Project Brief (“Agreement”). By using the 90 Seconds Platform, the Customer agrees to the General Terms, Specific Terms and Project Brief. In the event of any conflict or inconsistency between the General Terms, the Specific Terms and Project Brief, the Specific Terms shall prevail. If there are no Specific Terms, the General Terms shall prevail.

  1. Services
    In consideration of the price payable by the Customer under this Agreement, 90 Seconds shall provide the Services to the Customer in accordance with the terms and conditions of this Agreement.
  2. Pay as You Go (not applicable to Customers on Pre-pay and Subscription Packages)
    1. The Customer shall pay 90 Seconds the Price for the Services as follows:
      1. For a Video Project equal to or above $5,000 (in the currency expressed in the Project Brief)1:
        1. an upfront payment 50% of the Price shall be payable prior to commencement of Services by 90 Seconds; and
        2. the remaining 50% of the Price shall be payable upon Completion of Services;
    2. For a Video Project below $5,000 (in the currency expressed in the Project Brief)2, an upfront payment of 100% of the price shall be payable prior to the commencement of Services by 90 Seconds.
  3. Terms of Use of Pay As You Go
    1. The Customer shall fix a Due Date for the Video Project upon signing of this Agreement.
  4. Payment Terms
    1. The Customer shall pay the sum(s) payable under this Agreement within seven (7) days of the date of invoice issued by 90 Seconds unless otherwise agreed in writing.
    2. All sums payable under this Agreement are exclusive of goods and services tax, value-added tax or its equivalent and withholding taxes which shall be borne by the Customer.
  5. Default in Payment
    1. The Customer shall not be permitted to download the final Digital Assets deliverable under the Video Project until any and all outstanding sums and fees are paid to 90 Seconds.
    2. Notwithstanding any other provision in this Agreement, in the event that the Customer defaults in payment of the sums and fees payable under this Agreement, 90 Seconds may instruct a debt collection agency and/or commence legal proceedings against the Customer.
    3. The Customer shall be liable for any fees and/or costs (including legal fees and/or costs of debt collection services) incurred by 90 Seconds to collect payment of any outstanding sums and fees due and payable under this Agreement.
  6. Refunds
    1. The Customer is not entitled to any cash refunds under this Agreement.
  7. Cancellation
    1. The Customer is not entitled to any cash refunds upon cancellation of this Agreement.
  8. Quality Guarantee
    1. 90 Seconds shall perform the Services with reasonable care and skill in accordance with:
      1. generally recognized commercial practices and standards in the applicable industry; and
      2. all laws, rules and regulations applicable to the performance of the Services.
    2. The Customer may be entitled to a refund of Video Credits only in the instances listed below:
      1. Purchasing Stage
        90 Seconds is unable to supply the requisite Creators for a Video Project.
      2. Planning Stage
        1. A substantial deviation to an agreed Project Brief by 90 Seconds without any valid reason provided and not due to the fault of the Customer;
        2. Creator does not understand the vision or requirements of the Customer’s requested outcome; or
        3. The creative development Job is beyond the Creator’s Service Quality Level and a suitable Creator is not substituted.
      3. Shoot Stage
        1. Creator(s) fails to arrive at the appointed time of shoot;
        2. Creator(s) arrives on shoot with different equipment than what was agreed upon and such equipment is not adequate to meet the requirements of the shoot and/or Project Brief;
        3. Creator(s) arrives on shoot with substandard and/or defective equipment;
        4. Footage that was captured is not in line with Project brief;
        5. Change of location, without prior Customer consent, and without good reasons (e.g. audio and/or lighting requirements);
        6. Sound quality is less than the agreed Service Quality Level; or
        7. Footage was not uploaded by the Creator to the 90 Seconds Platform in a timely manner.
      4. Edit and Review Stage
        1. Video quality was not acceptable in relation to the agreed Service Quality Level, price and Project Brief;
        2. Creator does not understand feedback and needs to do excessive rounds of alterations. “Excessive” means more than two (2) rounds of alterations); or
        3. Final delivery of Video Project is late due to the fault of 90 Seconds.
      5. Any stage of Video Project
        1. Creator fails to meet a Due Date;
        2. Creator conducts themselves in an unprofessional and/or unruly and/or offensive manner; or
        3. Creator was hard to communicate with and/ or was unresponsive to comments or requests on the 90 Seconds Platform.
  9. Changes
    1. The Customer may request changes to the Project Brief. Depending on the change(s) and the stage of the Video Project, some charges or fees may apply.
    2. Add-ons and Upgrades
      1. Where a Customer requests any of the add-ons or upgrades below, the Customer will be charged at the applicable normal rates:
        1. Adding a Creator to an existing Video Project;
        2. Adding an additional resource;
        3. Upgrading Service Level Quality; or
        4. Upgrading Video Project or Job size or scope.
    3. Changes to Project Brief
      1. Changing the Project Brief after the Project Brief is agreed between the Parties but a Timeline has not been locked:
        1. No charges will apply
      2. Changes to Project Brief after the Project Brief is agreed between the Parties and a Timeline has been locked in:
        1. Complete or material changes to Project Brief:
          1. 90 Seconds will provide the Customer with a re-quote based on new Project Brief
        2. Minor changes to Project Brief:
          1. Charges will be charged according to the changes made and rescheduling fees may apply
        3. Changes to the Project Brief after work has been completed:
          1. Customer will be required to purchase additional resources in accordance to the changes made.
    4. Changes to Video
      1. Changes to video within scheduled hours:
        1. No charges will apply
      2. Changes to the video beyond scheduled hours:
        1. Customer will be required to purchase additional resources in accordance with changes made
      3. Additional video edits from existing footage:
        1. Customer will be required to purchase additional resources.
    5. Changes to Shoot
      1. Changing the scheduled time of the shoot more than one (1) week before scheduled time:
        1. No charges will apply
      2. Changing the scheduled time of the shoot within one (1) week of the scheduled time:
        1. Rescheduling fees may apply as set out in Clause 10 (Rescheduling) of the General Terms.
    6. Changes to location
      1. Changing the location more than one (1) week before the scheduled date:
        1. No charges will apply
      2. Changing the location within one (1) week of the scheduled date:
        1. Customer will be charged for the full cost of the rescheduled location
    7. Any other changes
      1. If Customer has a serious issue with the Creator(s) assigned to the Video Project, 90 Seconds will substitute the Creator(s) at no cost on a case by case basis.
      2. Customer wishes to downgrade the Service Quality Level:
        1. If the downgrade is requested more than one (1) before the scheduled date of Job, no charges will apply.
        2. If the downgrade is requested within one (1) week of the Job scheduled, Customer will be charged at the higher Service Quality Level.
        3. If the Customer wishes to decrease a Job size:
          1. If the decrease in Job size is requested more than one (1) week before the scheduled date of Job, no charges will apply;
          2. If the decrease in Job size is requested within one (1) week of the Job scheduled, Customer will be charged the full cost of the original Job size.
  10. Rescheduling
    1. The Customer may request changes to the agreed Timeline. Depending on the change(s) and the stage of the Video Project, some charges or fees may apply.
    2. Changes to agreed Timeline
      1. Scheduled Jobs may be rescheduled at any time provided that the rescheduling does not affect the ability to complete the Video Project by the agreed Due Date and changes are made at least one (1) week prior to the scheduled date of the Job.
      2. Customer will be charged 50% of the value of the Job scheduled, if rescheduled within one (1) week of scheduled date, without affecting the agreed Due Date of the Video Project;
      3. Customer will be charged 75% of the value of the Job scheduled, if rescheduled within forty-eight (48) hours of the scheduled date, without affecting the agreed Due Date of the Video Project;
      4. Customer will be charged 100% of the value of the Job rescheduled, if rescheduled within twenty-four (24) hours of the scheduled date, without affecting the agreed Due Date of the Video Project;
      5. Customer will be charged 50% of the value of the Job scheduled if a change in resource type, Service Quality Level or a reduction in hours allocated is requested within one (1) week of the Job scheduled.
    3. Changes to Due Date
      1. Where the Customer has purchased a Video Project to be completed by the Due Date and a Timeline has not been agreed, in the event that the Due Date is rescheduled or delayed by more than thirty-one (31) days, the Customer will be charged $200 for each delay of thirty-one (31) days.
      2. Where the Customer has purchased a Video Project to be completed by the Due Date and a Timeline has been agreed, Customer will be charged 10% of the value of the Job hours remaining per day or $200 per day, whichever is the lower. This penalty fee must not exceed 50% of the overall value of the project cost.
  11. Cancellation of Services
    1. The Customer may request changes to the agreed Timeline. Depending on the change(s) and the stage of the Video Project, some charges or fees may apply.
    2. Cancellation of a Video Project
      1. If the Customer cancels the Video Project within two (2) weeks of purchasing the Video Project, no charges will apply;
      2. If the Customer cancels the Video Project less than two (2) weeks but prior to one (1) week of Jobs commencing as per the agreed Timeline, Customer will be charged 10% of the value of the Video Project;
      3. If the Customer cancels the Video Project less than one (1) week of the scheduled Jobs commencing, Customer will be charged 50% of the value of the Video Project.
    3. Cancellation of a Job
      1. No charges will apply if the Job is cancelled prior to one (1) week of the scheduled date of Job;
      2. Customer will be charged a penalty fee of 50% of the value of the Job, if the Job is cancelled within one (1) week of the scheduled date;
  12. Customer’s Representations and Warranties
    The Customer represents and warrants that it:

    1. shall pay 90 Seconds promptly in accordance with the terms and conditions of this Agreement;
    2. shall provide full and timely instructions to 90 Seconds and will render decisions and instructions as expeditiously as necessary in order for 90 Seconds to perform the Services in accordance with the terms and conditions of this Agreement;
    3. shall provide, in a timely manner and at no charge, any equipment, material and any information as 90 Seconds may reasonably require, and ensure that such information is accurate in all material respects, and such equipment is in good working order and suitable for the purposes for which it is to be used;
    4. shall ensure that all material and information provided to 90 Seconds is accurate and complete in all material respects;
    5. shall obtain and maintain all necessary licenses and consents and comply with all relevant applicable laws in relation to the Services;
    6. shall not contact assigned Creator(s) in respect of the Services directly without prior written approval from 90 Seconds and all contact with the assigned Creator(s) will be made via the 90 Seconds Platform;
    7. shall use the Services for lawful purposes only and will not (whether in the content of the Digital Assets or video production comments or otherwise):
      1. be libelous or maliciously false;
      2. be obscene or indecent;
      3. infringe on copyright, moral right, database right, trademark right, design right, right in passing off or any other intellectual property right;
      4. infringe on any rights of confidence, rights of privacy or any other rights under applicable data protection legislation;
      5. provide or make negligent advice or negligent statements;
      6. incite commitment of a crime, instruct the commission of a crime or promote criminal activities;
      7. be in contempt of any court or in breach of any court order;
      8. be in breach of racial or religious hatred or discrimination legislation;
      9. be in breach of any contractual obligation owed to any person;
      10. depict violence in (explicit, graphic or gratuitous) manner;
      11. be pornographic (lewd or suggestive) or sexually explicit;
      12. be untrue, false or misleading or inaccurate; or
      13. be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory;
    8. shall not breach 90 Seconds’ intellectual property rights in 90 Seconds’ software, including by copying, or seeking to make a derivative based on such software;
    9. shall provide to 90 Seconds, its employees, agents, subcontractors and consultants, in a timely manner and at no charge, access to the premises and other facilities as reasonably required by 90 Seconds to perform the Services;
    10. shall ensure that its password for access to the 90 Second Platform is strong and will promptly report any unauthorized use or potential breach of security to 90 Seconds; and
    11. it is entering into this Agreement and purchasing the Services for the purposes of business and that, to the extent permitted by law, any consumer protection laws, legislation, rules and regulations that may be relevant and/or applicable shall not apply to this Agreement.
  13. Customer Acknowledgment
    1. The Customer acknowledges and agrees that the content, views and opinions expressed in the Digital Assets produced by 90 Seconds for the Customer are solely those of the Customer.
    2. The Digital Assets are intended to represent the opinion of the Customer and in no way reflect the views and opinions of 90 Seconds, its employees, agents, subcontractors or consultants.
  14. Limitation of Liability
    1. The maximum aggregate liability of 90 Seconds arising out of or in connection with this Agreement, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, shall be limited to the sums and fees paid by the Customer under this Agreement.
    2. 90 Seconds shall not be liable to the Customer for any loss of profits, business or anticipated savings, data, Customer’s reputation and/or goodwill or any other indirect, consequential, special, punitive or incidental loss or damage arising out of or in connection with this Agreement.
    3. For the avoidance of doubt, nothing in this Agreement is intended to limit or exclude either Party’s liability under this Agreement for death or personal injury arising from its own negligence.
    4. This clause shall survive the expiry or termination of this Agreement.
  15. Insurance
    1. The Customer shall maintain or cause to be maintained in effect during the term of this Agreement with a reputable insurer, the following insurance policies:
      1. a comprehensive general liability insurance against injury to persons and damage to property taking into consideration the location and requirements of the Video Project; and
      2. any other insurance that may be applicable to the performance of the Services under this Agreement.
    2. A copy of the certificate of insurance issued in respect of each of the insurance policy under this clause shall be furnished to 90 Seconds upon request.
  16. Viruses and Malware
    1. 90 Seconds does not guarantee that the 90 Seconds Platform is secure or free from bugs, viruses or other malware. The Customer is responsible for configuring its information technology, computer programs and platform in order to access 90 Seconds Platform (if applicable). The Customer shall use its own virus and malware protection software.
    2. 90 Seconds shall not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, malware or other technologically harmful material that may infect the Customer’s computer equipment, computer programs, data or other proprietary material due to the Customer’s use of the 90 Seconds Platform or Digital Assets or on any website linked to the 90 Seconds Platform.
    3. The Customer shall not misuse the 90 Seconds Platform by knowingly introducing viruses, trojans, worms, logic bombs, malware or other material which is malicious or technologically harmful.
    4. The Customer shall not attempt to gain unauthorized access to the 90 Seconds Platform, the server on which the 90 Seconds Platform is stored or any server, computer or database connected to the 90 Seconds Platform.
    5. The Customer shall not attack the 90 Seconds Platform via a denial-of-service attack or a distributed denial-of service attack.
  17. Confidentiality
    1. The Parties acknowledge that any oral or written information exchanged between the Parties arising out of or in connection with this Agreement is confidential information. A Party shall keep such confidential information confidential and shall not, without the prior written consent of the other Party (which consent shall not be unreasonably withheld), disclose confidential information except in the following circumstances: (a) such confidential information is in the public domain which is not due to a breach of the Party intending to disclose confidential information; (b) such confidential information has to be disclosed as required by applicable laws or rules or regulations of any stock exchange; and (c) such confidential information may be disclosed to a Party’s employees, advisors, agents and contractors who have a need to know and are bound by equivalent confidentiality obligations.
    2. Notwithstanding any other provision in this Agreement, the Customer consents to 90 Seconds disclosing or publishing the Customer’s Digital Assets on 90 Seconds’ or third parties’ websites, sales, promotional and marketing materials or at public events and locations as necessary for the purposes of promoting, advertising and marketing 90 Seconds’ products and services. The Customer may withdraw such consent at any time by notifying 90 Seconds in writing.
  18. Intellectual Property Rights
    1. 90 Seconds is the owner or the licensee of all intellectual property rights in the 90 Seconds Platform. Those works are protected by trademark, copyright and other intellectual property laws worldwide.
    2. 90 Seconds agrees to grant to the Customer a non-exclusive, irrevocable, royalty free licence to use, copy and modify any elements of the Digital Assets not created for the Customer as part of the Services but which are necessary for the Customer to use the Services.
    3. If any third party’s intellectual property rights are used by 90 Seconds in the Digital Assets, 90 Seconds warrants that it has secured all necessary consents and approvals to use such third party’s intellectual property rights for 90 Seconds and the Customer.
    4. The Customer represents and warrants that any material it supplies to 90 Seconds or places on the 90 Seconds Platform will not breach any third party’s intellectual property rights.
    5. Subject to Clause 14 (Limitation of Liability), 90 Seconds shall indemnify the Customer against any claims or proceedings brought against the Customer to the extent that such claims or proceedings allege that the Customer’s use of the Digital Assets constitutes an infringement of a third party’s intellectual property rights.
    6. The Customer shall indemnify 90 Seconds against any claims or proceedings brought against 90 Seconds to the extent that such claims or proceedings allege that 90 Second’s use of any material provided by the Customer to 90 Seconds in accordance with this Agreement constitutes an infringement of a third party’s intellectual property rights. This indemnity shall not extend to indirect or consequential losses or to any loss of profit, opportunity or resource.
  19. Relationship between the parties
    The Parties acknowledge and agree that the Services performed by 90 Seconds, its employees, agents or subcontractors shall only be that of independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties.
  20. Modifications or Variations
    90 Seconds shall have the right to make any changes to the Services or to withdraw or suspend any or all the Services which are necessary to comply with any applicable laws or safety requirements, in which event, 90 Seconds shall endeavour to provide reasonable notice of such changes to the Customer.
  21. Notices
    1. Any notice which may be given by a party under this Agreement shall be deemed to have been duly delivered if delivered by hand, post, Video Project Comments or email to the address of the other party as specified in this Agreement or any other address as may be notified in writing to the other Party.
    2. Subject to any overriding law to the contrary, any such communication shall be deemed to have been received by the other Party:
      1. in the case of delivery by Video Project Comments and email, two (2) business days from date sent and no notice of incomplete transmission was received;
      2. in the case of delivery by post, five (5) business days from the date of posting; and
      3. in the case of delivery by hand, at the time of such delivery.
  22. Privacy and Data Protection
    90 Seconds’ Data Protection Policy can be found on our website at https://90seconds.com/privacy/. The Customer consents and shall procure the consent of its employees, agents and sub-consultants to the collection, use and disclosure of personal data by 90 Seconds and 90 Seconds Group for the purposes set out in the abovementioned policy.
  23. Governing Law
    This Agreement shall be governed by and construed in accordance with the laws of incorporation of the 90 Seconds company that is the contracting party to this Agreement.
  24. Arbitration
    Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
  25. Miscellaneous
    1. The failure of either Party to enforce any of its rights under this Agreement at any time shall not be construed as a waiver of such rights.
    2. If any part, term or provision of this Agreement is held to be illegal or unenforceable, neither the validity or enforceability of the remainder of this Agreement shall be affected.
    3. 90 Seconds may assign or transfer all or any part of its rights under this Agreement at its sole discretion. The Customer shall not assign or transfer all or any part of its rights under this Agreement without the prior written consent of 90 Seconds (which consent shall not be unreasonably withheld).
    4. This Agreement (including the Specific Terms and the Project Brief) constitutes the entire understanding between the Parties relating to the subject matter hereof and supersedes all prior representations, agreements, negotiations or understandings, whether written or oral with respect hereto.
    5. Neither Party shall be liable for a failure or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, natural disasters, war, civil commotion or industrial disputes.
    6. Save for the 90 Seconds Group Company, no person who is not a party to this Agreement shall have or acquire any right to enforce any term of this Agreement.

Definitions

The following words and phrases have specific meanings wherever used in this Agreement:
90 Seconds Account: the Customer’s online account on the 90 Seconds platform;
90 Seconds Platform: 90 Seconds cloud video production platform located at https://app.90seconds.com/;
90 Seconds Group Company: any 90 Seconds company within the 90 Seconds Group;
90 Seconds Group: the companies comprising 90 Seconds Pte. Ltd. and all its subsidiaries and related companies;
Completion: the date following seven (7) days from the date that 90 Seconds completed the Video Project and delivers the final Digital Assets to the Customer and there has been no material complaints by the Customer;
Creator: an independent contractor such as a person or company approved by 90 Seconds to perform all or part of the Services within the 90 Seconds Platform;
Customer: the brand or customer that is the contracting party to this Agreement;
Digital Assets: All digital assets including but not limited to video or photographic content captured at 90 Seconds’ film shoots, all graphics, animation, illustrations, concept art including source files, storyboarding, draft and final outputs including video, static graphics or animations, creative concepts and scripts created for a Customer under this Agreement;
Due Date: the projected date for completion of a Video Project;
Job(s): one or more tasks that needs to be completed for a Video Project;
Key Date(s): the key date(s) as agreed between the Parties to complete a Video Project by the Due Date;
Price: price or fees agreed between the Parties in the Project Brief;
Project Brief: The Project Brief contains the scope of work including details of a Video Project and Due Date as agreed between the Parties prior to the commencement of work by 90 Seconds;
Services: Services comprise the services and products to be provided by 90 Seconds to the Customer in connection with the Video Project;
Service Quality Level: Customer’s needs are categorized in 1 of 3 categories depending on the needs of the Customer for a Video Project:

Success Manager: an employee of 90 Seconds who liaises with the Customer and Creator(s) and manages all the aspects of the Video Project on the 90 Seconds Platform;
Timeline: the Timeline refers to the agreed schedule of all Key Dates for all Job(s) relating to a Video Project and includes the Due Date;
Video Credit(s): Video Credits are credits which may be utilized for purchase of Services;
Video Project Comments: An online message posted on the 90 Seconds Platform; and
Video Project: A Video Project is a project contracted to 90 Seconds to deliver Digital Assets to the Customer.


1 Where the currency of the Agreement in in Japanese Yen (JPY), the value of the Video Project shall be the equivalent of United States Dollars (USD) 5,000 based on the official exchange rate on the date of the Agreement.
2 Same as above.