Last Updated: February 3rd, 2020
We are conscious that negotiations and redlining lengthy contracts increase costs for you and us and delay what we most like to do: make great videos for you! Based on our business model and commercial terms, we have drafted our terms to make them fair and balanced for you and us. And to make them as readable as possible without years of law school.
We understand legal terms can be hard to navigate and we would like to provide you with a short guide to our Brand’s Terms and some of the key terms here:
Explains the capitalized terms we use in the Brand’s Terms. The Agreement between you and us includes your Order Form, these terms and our policies including our Acceptable Use Policy, Data Protection Policy, and Changes and Refunds Policy.
- SCOPE OF 90 SECONDS SERVICES
Explains how our first-in-the-industry service model which allows you to leverage cost and service efficiencies works. We will provide Credit refunds if we fall short in certain circumstances as set out in our Changes and Refunds Policy.
- SERVICE PRODUCTS
We offer three types of Service Products and importantly, Credits work differently for our Subscription and Prepaid Service Products.
- YOUR RESPONSIBILITIES
We want to ensure that we keep our Platform safe for the use of all our customers. We have some common-sense responsibilities for all users in this section.
- PAYMENT TERMS
We keep our payment terms simple and you can review them here. You will want to note that we strictly do not provide cash refunds.
- INTELLECTUAL PROPERTY RIGHTS
You own all rights to the Work Product from your Projects (as long as we get paid!). No question. We also set out terms that describe how third party works you want incorporated into your Work Product works.
This sets out what we indemnify each other for. In short, we will indemnify you against third parties who claim against you for use of the Work Product subject to the Usage Restrictions. We need an indemnity from you in relation to Your Content, your breach of our terms, and your use of our 90 Seconds Services.
This sets out our respective liability obligations under the Agreement.
- TERM, TERMINATION AND SUSPENSION
This sets out the duration of the contract and the circumstances in which either you or us can terminate the Agreement, or, for us, suspend our provision of our Services to you.
These are general legal terms which apply to both of us, including the law governing this Agreement (Singapore) and our dispute resolution mechanism (negotiate, mediate, arbitrate).
BRANDS’ TERMS AND CONDITIONS
These terms (the “Brands’ Terms”) set out the terms which apply to your purchase and use of our Services under an Order Form.
Defined terms in the Order Form shall have the same meaning in these Brands’ Terms and vice-versa.
- “90 Seconds Services” means the services described in Clause 2 (Scope of 90 Seconds Services).
- “Account” means your account on the Platform.
- “Agreement” means the Order Form, these Brands’ Terms and all other terms, exhibits, policies or documents incorporated by reference in these Brands’ Terms.
- “Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Recipient”), whether orally or in writing, that is designated as confidential. Confidential Information includes Your Content, information about the Discloser’s business plans, technical data, and the commercial terms of your Order Form. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation under the Agreement or (ii) was known to the Recipient before receipt from the Discloser.
- “Creator” means a third party independent contractor (who may be an individual or a company) who is registered on our Platform, and may perform the Creator Services.
- “Creator Services” means the services provided by Creators for Jobs, which may include producing, directing, photography or videography services, talent performances, editing, creative and other related services.
- “Credits” means stored value issued to your Account which may be used against the cost of a Project, or Project Value. Credits may be issued as part of your Service Product or as a refund under our Changes and Refunds Policy.
- “Due Date” means the date which all 90 Seconds Services are due to be completed for a Project.
- “Job” means a component work task under a Project to be performed by a Creator.
- “Platform” means the platform for video project creation and management at www.90seconds.com, including any subdomains, any other websites through which we make our services available, and our mobile, tablet and other smart device applications.
- “Order Form” means our order form executed or approved by you for your purchase of the 90 Seconds Services. An Order Form may detail your Service Product, Service Fees and other information relevant to your Order Form.
- “PAYG” means the Pay As You Go Service Product.
- “Project” means a video or media creation project under your Account and as described under the ‘Project Brief’ in the Platform.
- “Project Brief” means all agreed requirements, budget, background, storyboard, creative approach, messaging, references, timelines, deliverables, service levels and other details for a Project.
- “Project Value” means the full cost of a Project.
- “Service Fees” means the fees paid by you to us for your purchase of your Service Product, as set out in your Order Form.
- “Project Extension Fee” means if there is a Project that is delayed solely due to your fault or negligence, we are entitled to charge a Project Extension Fee.
- “Express Service Fee” means if the Project’s due date is within 3 working days, we are entitled to charge an Express Service Fee.
- “Service Product” means a 90 Seconds Services product type, with corresponding payment and services terms.
- “Third Party Rights” shall have the meaning defined in Clause 6.3.
- “Usage Restrictions” means any restriction or limitation as to time, territory, ownership or medium on your use of the Work Product with respect to Third Party Rights or Our Content, as incorporated in the Work Product.
- “We”, “our”, “90 Seconds” means the 90 Seconds entity in the Order Form and its successors and assigns.
- “Work Product” means all original works and materials created and uploaded to the Platform under your Project.
- “You”, “your” means the Brand entity stated in the Order Form.
2. Scope of 90 Seconds Service
2.1 Platform Access.
You may create an Account and access and use the Platform through your Account. The Platform is an online video project creation and management platform that enables you to:
- start Project(s), review and agree on the Project Brief and Due Date, break down a Project into individual Jobs, propose changes to the Project Brief;
- create, upload, post, send, receive and store content such as text, photos, audio, video, or other materials, works and information on or through the Platform for the purpose of incorporation into the Work Product under “Assets” in your Project (“Your Content”);
- track and manage the workflow of your Project(s); and
- publish your Projects to various third party video platforms.
We shall arrange for Creators to provide their Creator Services on Jobs for your Projects. You can use Credits from your Account for each Project, or if you purchased PAYG, we will directly charge you the Service Fees for each Project. You are only liable for the Service Fees and any other third party costs or disbursements as you and we agree from time to time. Changes to the Project Brief may require the Service Fees to be re-scoped. The Due Date of Projects cannot be extended more than 6 months past their original Due Date unless there was any delay due to our negligence.
2.3 Changes and Refunds Policy.
All changes, cancellations, or any failures to meet with the specified Project Brief in relation to your Projects or Jobs are governed by our Changes and Refunds Policy at https://90seconds.com/changes-refunds-policy/.
The pricing for Creator Services is determined by the Creator’s level of expertise for the relevant Creator Service and track record on the Platform. All Creators are bound the 90 Seconds Creator Terms set out at https://90seconds.com/creator-terms/, which includes the requirement that they set out truthful and correct information on their profiles in the Platform. While we do carefully vet our Creators, we have no final control over and cannot guarantee the truth or accuracy of the Creators’ skills, experience, examples of their work, equipment, profile, and any other content or information provided by Creators and displayed on the Platform.
We shall use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except (i) during planned downtime for upgrades and maintenance (ii) unplanned outages due to bugs or errors and (iii) any unavailability caused by circumstances beyond our reasonable control, such as an act of God, act of government, flood, fire, earthquake, Internet service provider failure or delay, or acts by third parties including denial of service attack.
3. Service Products
3.1 Our Service Products.
We offer the 90 Seconds Services under three Service Products: Prepaid Package, Subscription Package, or PAYG. Your Service Product is stated in your Order Form.
3.2 If you purchased a Prepaid Package:
- Your Service Fees are charged for the purchase of Video Credits and Bonus Credits, which can be applied towards the Project Value of Projects on your Account.
- We will invoice you for the Service Fees upon the signing of the Order Form.
- We will issue the full value of the Video Credits and the Bonus Credits to your account on our Platform within 7 days of the date of your Order Form.
- You have to use up your Video Credits before you can use any Bonus Credits.
- You may top-up additional Video Credits on an ad-hoc basis.
- On and after the Expiry Date:
i. All your Video Credits and Bonus Credits will expire.
ii. There will be no refunds for Projects which used the Video Credits or Bonus Credits after the Expiry Date.
- You may extend your Expiry Date by purchasing a new Prepaid Package for the same or higher value of Video Credits. However, the Expiry Date for Bonus Credits cannot be extended. Your remaining Video Credits will have the same Expiry Date as your new Prepaid Package.
3.3 If you purchased a Subscription Package:
- Your Service Fees are charged for the purchase of Subscription Credits which are issued to your Account on a monthly basis, which can be applied towards the Project Value of your Projects on your Account.
- We will invoice you for the Service Fees based on the Subscription Billing Frequency in your Order Form. From the date of your Order Form until the last day of the calendar month in which it was signed, we will issue you a pro-rated invoice for the period until the end of the calendar month.
- We will issue the full value of the Video Credits and the Bonus Credits (collectively “Subscription Credits”) on the first day of each calendar month. From the date of your Order Form until the last day of the calendar month in which it was signed, we will issue pro-rated Video Credits and Bonus Credits to your Account.
- Video Credits are valid for 1 month after they are issued to your Account. You can rollover up to 2 months of Video Credits (but not Bonus Credits) after they are issued to your Account.
- You have to use up your Video Credits before you can use any Bonus Credits.
- Your Bonus Credits will expire 1 month after they are issued to your Account. Bonus Credits cannot be rolled over.
- You can also draw down on up to 2 months of Subscription Credits in advance, for use in your Projects in the current month.
- You cannot draw down if there are less than 2 months remaining before the Expiry Date.
- However, if you purchase your next Subscription Package with the same or higher value, you can draw down on Subscription Credits from your next Subscription Package.
- (ii) does not apply if you purchase a Subscription Package of a lower value.
- You may top-up additional Video Credits on an ad-hoc basis. We will grant you bonus top-up Video Credits on such purchases based on the Bonus Top-Up % in your Order Form. We will credit the full value of the top-up Video Credits and bonus top-up Video Credits within 7 days of our receipt of your full payment for the top-up Video Credits. All top-up Credits will expire on the Expiry Date.
- You may upgrade to a higher value Subscription Package at any time before the Expiry Date. However, you cannot downgrade to a lower value Subscription Package.
- There will be no refunds for Projects which used the Video Credits or Bonus Credits after the Expiry Date.
3.4 If you purchased PAYG:
- Your Service Fees are the Project Value for a Project under your Account.
- We will invoice you for the Service Fees as follows:
- If the Project Value is equal to or above US$5,000 or its equivalent: 50% of the Project Value upfront and the remaining 50% on the original Due Date of the Project.
- If the Project Value is below US$5,000 or its equivalent: 100% of the Project Value upfront.
- Any extension of the Due Date of the Project for any reason does not affect our invoicing dates.
- You and we may agree through the Platform on any changes to the Project Value and corresponding Service Fees arising from changes to the Project. Any such changes shall be deemed valid. We will invoice you for the difference in Service Fees upon your acceptance of the change.
4. Your Responsibilities
4.1 Your instructions.
You shall provide us with full and timely instructions and all relevant equipment, access to premises owned or controlled by you, and Your Content as necessary to enable us to perform the 90 Seconds Services. We are not responsible for any delays in the 90 Seconds Services or the completion of the Project which arose due to your failure to comply with this clause.
4.2 Your Project.
- If you choose to delay the Project or change the due date of the Project, we are entitled to charge you the Project Extension Fee, which is 10% of the Project or outstanding Jobs of the Project.
- If the Due Date of the Project is within 3 working days, we are entitled to charge an Express Service Fee of 25% of the Project.
4.3 Your Account.
You must register an Account to access and use the Platform. You are responsible for managing access rights to your Account for your employees, contractors, agents or representatives, and maintaining the security of your login credentials. You must immediately notify us if you suspect that your login credentials have been stolen or misused or there was unauthorized access to your Account. You are liable for any and all activities conducted through your Account, unless you did not authorize such activities and you are not otherwise negligent (such as failing to report misuse or unauthorized access to your Account. You may not assign or transfer your Account to another party.
4.4 Your Content.
You are responsible for securing all necessary ownership, use and licence rights for Your Content to be a) uploaded and made available on our Platform and b) to be incorporated in the Work Product. You represent and warrant that:
- you are either the sole and exclusive owner of Your Content that you make available on or through the Platform or you have all rights, licences, consents and releases necessary to grant us the rights in Your Content as set out under these Brands’ Terms;
- none of Your Content or our use of Your Content as set out under these Brand’s Terms will infringe or violate any third party’s rights, including copyright, trademark, patent, trade secret, moral rights, rights of publicity or privacy, or result in the violation of any applicable law; and
- all content, views, and opinions expressed in Your Content and the Work Product are solely your own and comply with all relevant advertising standards and guidelines.
If the performance of the 90 Seconds Services requires access to premises owned or controlled by you, you shall maintain a comprehensive general liability insurance against injury to persons and damage to property in relation to such access.
You shall not contact our Creators to perform services for you outside of the Projects. Where we provide communication functions with the Creators including the Platform messaging function, the Platform mobile app, or replying to Platform email messages, you are required to use only such functions to communicate with the Creators.
You shall not directly or indirectly offer, give, authorize, solicit, or accept the giving of money or anything of value or grant any advantage or gift to any person or entity (including government officials), for the purpose of corruptly influencing such person in their official capacity, or for the purpose of rewarding or inducing the improper performance of a relevant function or activity by any person in order to gain any advantage in the conduct of business with us. You shall comply with all anti-bribery laws including the 1977 Foreign Corrupt Practices Act of the United States and the 2010 UK Anti Bribery Act.
4.8 Acceptable Use.
You shall comply with our Acceptable Use Policy at [https://90seconds.com/acceptable-use-policy/] (“AUP”). Any breach of our AUP shall be a material breach of the Agreement.
5. Payment Terms
We shall invoice you for the Service Fees according to your Service Product. You shall pay us all sums on each invoice within the Payment Period set out in your Order Form. You may not impose any additional requirements, such as the execution of any other documents, as a condition to your payment.
5.2 Your billing information.
You are responsible for maintaining the accuracy of your billing information on your Account. Payment dates will not be amended for any re-issued invoices.
5.3 Sales and Withholding Taxes.
All our Service Fees are exclusive of taxes, which we shall charge as applicable. You shall pay any taxes applicable to your use of our Services. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you shall provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
5.4 Credit cards.
If you are paying by credit card, you authorize us to charge your credit card for the Service Fees. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
5.5 Bank transfers.
If you are paying by bank transfer, you shall pay us the full Service Fees exclusive of any transfer charges, which shall be borne by you.
5.6 No cash refunds.
All Service Fees paid to us are strictly non-refundable. We do not provide any refunds for early termination or cancellations for purchases of our Service Products.
5.7 Credit refunds.
All Credits which are issued to your Account as a refund under our Changes and Refunds Policy (such Credits being “Refund Credits”) shall expire 6 months from the date of issue. All expired Credits will be permanently removed from your account. We reserve the right not to provide any further refunds for any Refund Credits if we reasonably believe that there is an abuse of our terms or policies.
Credits are not exchangeable for cash and they cannot be re-sold.
5.9 Late payment.
If we do not receive your payment in time, we reserve the right to:
- Immediately suspend all Services, including your access to and download of the Work Products; and
- Instruct a debt collection agency and/or law firm and commence legal proceedings against you to recover all outstanding sums due to us. You shall indemnify us for all costs, expenses, and fees incurred by us for such recovery.
6. Intellectual Property
6.1 Our IP Rights.
We own all intellectual property rights in (i) the Platform, (ii) the 90 Seconds Services including all software used to provide the 90 Seconds Services, (iii) our works and materials created, developed or owned by us before the date of your Order Form (“Our Content”), and (iv) all 90 Seconds’ logos and trademarks reproduced throughout the Platform. Nothing in the Agreement grants you any intellectual property rights in the Platform, the 90 Seconds Services, Our Content, or our logos and trademarks. To the extent that any of Our Content is incorporated in any Work Product, you do not own any rights to Our Content. We hereby grant you a royalty-free, worldwide, non-exclusive licence to use Our Content solely as incorporated in the Work Product.
6.2 Your IP Rights.
You own and retain all rights to Your Content. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable licence to Your Content and the Work Product to access, use, store, copy, modify, prepare derivate works of, distribute, publish, transmit, stream, broadcast, make available, and otherwise exploit in any manner such Your Content and Work Product to a) provide you with access to the Platform and our Services and b) promote the Platform and our Services, in any media or platform.
6.3 Third Party Rights.
You may request the incorporation of works (including lyrics, musical compositions, recordings, videos, articles, trademarks, photographs) owned by third parties in the Work Product as part of the Project Brief. We will use reasonable endeavours to obtain licences, clearances, permits or other rights as necessary to incorporate such works, in the Work Product (all such rights being “Third Party Rights”) based on your available Project budget. Third Party Rights may be subject to Usage Restrictions.
6.4 Ownership in the Work Product.
Subject to our receipt of the full Service Fees, we will assign to you all rights, including copyright, to the Work Product.
6.5 Use of the Work Product.
With regard to any Work Product that incorporates Third Party Rights or Our Content, your use of the Work Product shall be subject to all Usage Restrictions.
We will indemnify you against any third party claim, suit, or proceeding arising out of or alleging any infringement of any copyright or other intellectual property right in relation to your use of the Work Product subject to any Usage Restrictions.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action“) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your use of the 90 Seconds Services, (b) your noncompliance with or breach of the Agreement, or (c) our use of Your Content.
The indemnified party shall give the indemnifying party prompt written notice of any claims, demands, suits, actions, or proceedings relevant to this Clause 7 (“Claim”) and the indemnifying party may elect (at the indemnifying party’s sole discretion) to defend or settle the Claim, provided any settlement is subject to the prior written consent of the indemnified party, not to be unreasonably withheld. The indemnified party shall provide all information and assistance reasonably requested by the indemnifying party in relation to the Claim.
8.1 Disclaimer of Warranties.
We and our affiliates and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the 90 Seconds Services and the Work Product for any purpose. To the extent provided by law, the 90 Seconds Services and the Work Product are provided “As Is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind, whether express, implied or statutory, with regard to the 90 Seconds Services and the Work Product, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.
8.2 No Indirect Damages.
Notwithstanding the other terms of the Agreement, no Party shall be liable to any other Party to the Agreement in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party or its Affiliates of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.
8.3 Limitation of Liability.
Except for your liability for payment of the Service Fees, your liability arising from any indemnities you provide to us under the Agreement, and your liability for violation of our intellectual property rights, if, notwithstanding the other terms of the Agreement, either you or we are determined to have any liability to the other party or any third party, you and we agree that the aggregate liability of a party for any claim in relation to a Project shall be limited to the total amount you have actually paid us for such Project for the twelve-month period preceding the claim.
9. Term, Termination and Suspension
The effective date of the Agreement is the date of the Order Form and unless terminated in accordance with the termination provisions of the Agreement, shall continue until the Expiry Date or the completion of all 90 Seconds Services under the Order Form, whichever is later.
Without prejudice to any other right or remedy, either you or we may terminate the Agreement at any time by notice in writing to the other party (“Other Party”), such notice to take effect as specified in the notice:
- if the Other Party is in material breach of the Agreement and, in the case of a breach capable of remedy within 30 days, the breach is not remedied within 30 days of the Other Party receiving notice specifying the breach and requiring it to be remedied then the Agreement shall terminate automatically without further notice to the Other Party;
- if the Other Party has failed to pay any amount due under the Agreement in full within 5 business days of the due date and to remedy such failure within 3 business days of receipt of written notice to do so;
- if Other Party goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of its assets or if Other Party makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgment is made against Other Party or any similar occurrence under any jurisdiction affects such party.
We may suspend your access to the Platform or the performance of the 90 Seconds Services without notice for: (i) non-payment of the Service Fees 10 days after we have notified you of your failure to pay; (ii) use of the 90 Seconds Services in a way that violates any law or regulations or the terms of this Agreement including our AUP, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
10.1 Amendment. No waiver.
We may update and change any part of these Brands’ Terms or our policies from time to time. If we update or change these Brands’ Terms, the updated Brands’ Terms will be posted at https://90seconds.com/legal/brand-terms/ and we will let you know via email or notification on the Platform. The updated Brands’ Terms will become effective and binding on the next business day after it is posted.If you do not agree with a modification to the Brands’ Terms, you must notify us in writing within 30 days after receiving notice of modification. If you give us this notice, your Order Form shall continue to be governed by the terms and conditions of the previous version of the Brands’ Terms. For all subsequent Order Forms for the purchase of the 90 Seconds Services, the current Brands’ Terms published on our website shall apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
You will not assign or transfer the Agreement without our prior written consent. We may assign the Agreement to any affiliate or related entity under common control with us.
10.3 Force Majeure.
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party.
10.4 Entire Agreement.
The Agreement contains the whole agreement between you and us for the 90 Seconds Services and supersedes and replaces any prior written or oral agreements, representations or understandings between you and us. You and we confirm that we have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement.Without limiting the generality of the foregoing, neither party shall have any remedy in respect of any untrue statement made to that party upon which it may have relied in entering into the Agreement, and a party’s only remedy is for breach of contract. However, nothing in the Agreement purports to exclude liability for any fraudulent statement or act.
You and we agree that no partnership, joint venture, agency or employment relationship exists between us.
Clauses 4 (Your Responsibilities), 6 (Intellectual Property), 7 (Indemnification) 8 (Liability), and 10 (General) shall survive the expiry or termination of this Agreement.
If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Agreement.
10.8 Aggregate Data.
We may monitor use of the Platform by all our customers and use the information gathered for internal data processes and analysis. You agree that we may use and publish such information provided that any such publication is aggregated and anonymous and does not identify you.
The Recipient will:
(i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care,
(ii) not use any Confidential Information for any purpose outside the scope of the Agreement,
(iii) not disclose Confidential Information to any third party (except for the purpose of professional advice), and
(iv) limit access to Confidential Information to its employees, contractors, advisors and agents. The Recipient may disclose Confidential Information if required to do so under any law, statute, rule or regulation, investigation or legal process.
You grant us the right to use your name and company logo in our customer list, the Platform, and our promotional and marketing materials, for the purpose of publicizing and promoting the 90 Seconds Services.
10.11 No Third Party.
Nothing in the Agreement is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature under or by reason of the Agreement.
10.12 Applicable Law.
The Agreement is governed by the laws of Singapore without reference to conflicts of laws principles.
10.13 Dispute Resolution.
All disputes arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination (“Dispute”), shall be resolved in accordance with the procedures specified below, which shall be the sole and exclusive procedures for the resolution of any such Dispute.
You and we shall endeavour to resolve any Dispute amicably by negotiation between executives who have authority to settle the Dispute.
Any Dispute not resolved by negotiation in accordance with 10.13.a. above within 30 days after either you or we requested in writing negotiation under 10.13.a., or within such other period as you and we may agree in writing, shall be settled amicably by mediation under the Singapore Mediation Centre’s Mediation Procedure in force for the time being.
Any Dispute not resolved by mediation in accordance with 10.13.b. above within 45 days after appointment of the mediator, or within such other period as you and we may agree in writing, shall be finally settled by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of SIAC (“SIAC Rules”) for the time being in force, by 1 arbitrator appointed in accordance with the SIAC Rules. The seat of arbitration shall be Singapore. The language of arbitration shall be English.