Independents’ Terms and Conditions for Clients and Creatives

By using or accessing the Platform,  you (the “creative”) hereby agree to be bound by these terms and conditions. Any changes or amendments to this agreement will be at the discretion of Independents  and the continued use of the platform will serve as an acceptance  and agreement of these changes

1. DEFINITIONS

   1. In this Agreement the following words shall have the following meanings:

      1. “Affiliate” means an entity that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with another applicable entity, where “Control” means the possession, directly or indirectly, by an entity with the power to direct or cause the direction of the management and policies of another entity, including through the ownership of shares, the composition of the board of directors, management, contract, agency or otherwise;

      2. “Agreement” means these terms and conditions, and the Platform’s terms of use, which can be found here, as amended from time to time by Independents;

      3. “Applicable Laws” means all applicable laws, regulations, decrees, decisions, by-laws, codes issued by Competent Bodies;

      4. “Budget” means the budget of Fees relating to the applicable Project as confirmed by the Client;

      5. “Client” means any person or entity procuring Projects, Works, Deliverables or Services via the Platform;

      6. “Competent Body” means any judicial, governmental or regulatory authority in the applicable jurisdiction;

      7. “Deliverables” means the deliverables confirmed by the Client in relation to each Project;

      8. “Fees” means any and all costs relating to the provision of the Services and the delivery of the Deliverables in accordance with the Budget, less a deduction of 20% which Independents shall be entitled to retain;

      9. “Inappropriate Content” means content that is obscene, libellous, offensive, contrary to social, cultural and religious standards and customs, or deemed inappropriate by any Competent Body;

      10. “Intellectual Property” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

      11. “Platform” means the online platform Independents.com;

      12. “Project” means any Works or Services commissioned by the Client via the Platform; and

      13. “Services” means the creation and delivery of the Works and Deliverables in accordance with this Agreement.

   2. In this Agreement:

      1. clause headings are for ease of reference only and shall not affect the interpretation of this Agreement;

      2. the singular includes the plural and vice versa and words denoting any gender include all genders; and

      3. “including” means ‘including but not limited to’.

2. TERM

   1. This Agreement shall come into force on the Commencement Date and, unless terminated early in accordance with the terms of this Agreement, shall continue until completion of the Services, delivery by the creative to the Producer of all applicable Deliverables and payment of all sums due under this Agreement (the “Term”).

3. SERVICES

   1. The creative shall:

      1. only communicate with the Client via the Platform;

      2. inform Independents immediately if the Client has communicated to them directly using any means outside of the Independents Platform.

      3. Where applicable, adhere to the specifications of Services set out in Schedule 1;

      4. Update the creative’s profile on the Platform in a timely and accurate manner. Any amendments to the creative’s profile following offer of any Project by a client shall not apply to that Project;

   2. The creative warrants, covenants and undertakes to provide the Services throughout the Term with the highest standards of skill and care and in accordance with the best working practices in applicable industry sector to which the Services relate.

   3. Any time for performance of the Services shall be as specified via the Platform or otherwise communicated by Independents or the Client. In any event, all Deliverables must be completed and delivered to the reasonable satisfaction of Independents on or before the Delivery Date. Late delivery of any Deliverables may result in deduction if prescribed by the Client.

   4. If no time for performance is specified for completion of the Services or the delivery of any Deliverables, the creative shall perform the Services or deliver the applicable Deliverables on the date specified by Independents acting reasonably, given the nature and extent of the Services.

4. BUDGET AND PAYMENT

   1. As consideration for the provision of the Services, the creative shall be entitled to invoice Independents for the Fees following.

   2. Budget approval and variation shall be subject to the written approval of the Client.

   3. Independents may at any time without notice to the creative set-off any liability of the creative to Independents against any liability of Independents to the creative, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement.

   4. The creative shall be solely and absolutely responsible for ensuring that all creative personnel are paid in a prompt manner, including in the event that Independents delays, suspends or cancels payment to the creative pursuant to the terms of this Agreement and the creative shall indemnify Independents in respect of the same.

   5. All payments by Independents to the creative will be subject to:

      1. receipt of a valid tax invoice and any other documentation reasonably required by Independents; and

      2. delivery of all Deliverables and approval of such Deliverables of the Client.

5. SUSPENSION AND TERMINATION

   1. Independents shall be entitled to immediately suspend or terminate this Agreement, and the creative shall immediately cease performance of the Services upon any form of communication (including by email), including if Independents reasonably believes that the creative:

      1. is in breach of Applicable Laws; or

      2. has materially breached the terms of this Agreement;

      3. suspends payment to its creditors or generally is unable to pay its debts, ceases business operations or commences any form of insolvency process.

   2. Independents shall be entitled to terminate this Agreement for any reason by giving no less than 30 days’ prior written notice (including by email) in respect of all or some of the Services.

   3. In the event of termination of this Agreement for any reason, the Fees solely in respect of Deliverables delivered by the creative and approved by the Client at the date of termination shall be payable by Independents to the creative.

   4. Following termination of this Agreement by either Party for any reason, save for the provisions of this Agreement that by their nature shall survive such termination (including clauses 4.3, 4.4, 9, 10, 11, and 14), the Parties shall be relieved of any further obligations under this Agreement.

6. Independents WARRANTIES

   1. Independents hereby warrants and represents to the creative that Independents has the capacity to enter into, execute and deliver this Agreement and no further action will be or is necessary on the part of Independents to make this Agreement legal, valid, binding and enforceable on Independents in accordance with the terms of this Agreement.

7. Creative’s WARRANTIES

   1. The creative acknowledges, covenants, warrants and represents that:

      1. the creative has the capacity to enter into, execute and deliver this Agreement and no further action will be or is necessary on the part of the creative to make this Agreement legal, valid, binding and enforceable on the creative in accordance with the terms of this Agreement;

      2. the creative is not subject to any contract, order, or judgment that will (whether owing to the giving of notice, lapse of time, or both) prohibit or prevent the completion of the transactions contemplated by this Agreement or the performance of its obligations under this Agreement;

      3. the creative shall at all times be in compliance with all Applicable Laws and will assist Independents to co-operate with the requirements of any Competent Body;

      4. the creative shall at all times observe and comply with all health and safety obligations and any related risk assessments;

      5. all third party licenses relating to the Project (including the rights to use any third-party Intellectual Property) are valid and enforceable and use of any content provided by the creative (or its representatives) in relation to the performance of the Services by Independents shall not infringe the rights of any third party or contravene any Applicable Laws, save as disclosed in advance of submission of the applicable Works to any party via the Platform;

      6. the creative has read and understands this Agreement and has obtained any and all professional advice necessary to fully understand the same and shall take all steps necessary to comply with the requirements of this Agreement;

      7. all information and documents supplied by the creative or any of its agents or representatives under this Agreement (whether in writing, verbally or by any other means and whether directly or indirectly) have been prepared and disclosed with utmost good faith, care and diligence and shall be at all times in all respects true, accurate, complete and not misleading;

      8. the creative will ensure that all applicable insurance policies remain in full force and effect and shall do nothing which may cause cover under such insurance policies to be prejudiced;

      9. where a Client has approved a script, storyboard, brief, or proposal in relation to any Project, there shall be no material differences between the approved and the Deliverable;

      10. the Works shall not contain Inappropriate Content;

      11. the Budget is and at all times will be a comprehensive, informed and bona fide estimate of all expenditure likely to be incurred in relation to each Project; and

      12. the creative shall not do any act to bring, Independents, any Client, location, personnel or any Competent Body into disrepute.

8. CREDITS

   1. The creative shall be entitled to credits in the end scroll of the Project strictly subject to the sole and absolute discretion of Independents and/or the Client.

   2. Where the creative or any of its sub-creatives, employees, representatives of Affiliates is granted the right to a credit on the Project, no inadvertent failure of Independents or Independents’s Client to deliver such credits shall be deemed a breach of this Agreement.

9. INTELLECTUAL PROPERTY

   1. Any and all Intellectual Property existing and owned by a Party prior to the Commencement Date shall remain exclusively owned by that Party (“Existing IP”).

   2. Ownership of all Intellectual Property in and to the Project shall at all times remain vested in and belong to Independents, its successors and assigns as author of the Project on a worldwide basis for the maximum time allowable by Applicable Laws. All Intellectual Property in all documents and materials produced by the creative in connection with the Services (including but not limited to the Deliverables, all text, audio, visual, audio-visual, photographs, research, images, designs, models, sketches, drawings, recordings and plans including all preliminary drafts or earlier versions of the materials and documents) (the “Works”) shall vest in Independents. Where any Works include the creative’s Existing IP, the creative licenses to Independents the worldwide, irrevocable, royalty free right in perpetuity to use the creative’s Existing IP as Independents may deem necessary in its sole and absolute discretion for the unfettered exploitation of the Project.

   3. The creative hereby assigns to Independents for the whole term of such rights together with any and all reversions, extensions or renewals, the following rights throughout the world:

      1. the entire copyright and all other rights (including any database rights) in the nature of copyright and all rights of commercial exploitation;

      2. all other rights of whatever nature, whether now known or created in the future, to which the creative is now or may at any time after the date of this Agreement be entitled by virtue of any of the laws in force in any part of the world, in and to the Works and in all preliminary drafts or earlier versions of the Works;

      3. all related rights and powers arising or accrued, including the right to sue for damages and other remedies for any infringement of any of the rights listed above in this clause 9 which occurred prior to the date of this Agreement; and

      4. all rights in the Works by virtue of the creative’s status as an author or co-author of the Works

   4. At Independents’s request:

      1. the creative shall provide to Independents all requested assistance with any proceedings, which may be brought by or against Independents, its successors, assigns and licensees against or by any third party relating to the Intellectual Property or exploitation of the Works by Independents; and

      2. the creative shall do or procure to be done all such further acts and things, and execute or procure the execution of all such other documents, as Independents may from time to time require in order to enable Independents, its successors, assigns and licensees to protect, perfect, enforce or enjoy the Intellectual Property.

   5. To the extent any rights cannot be automatically assigned by the creative to Independents due to any Applicable Laws, the creative hereby grants to Independents in respect of the Works an exclusive, royalty-free, transferable, irrevocable, worldwide licence (with rights to sublicense through multiple tiers of sublicenses) to practice such non-assignable rights, including, but not limited to, the right to use, reproduce, distribute and modify any future Works.

   6. To the extent any of the rights in and to such works can neither be assigned nor licensed by the creative to Independents, the creative hereby irrevocably waives and agrees never to assert such non-assignable and non-licensable rights against Independents, its successors in interest, or any of Independents’s customers. No rights of any kind in or to the future Works are reserved to or by the creative or shall revert to or be reserved by or on behalf of the creative.

   7. The creative warrants and represents that in respect of the Intellectual Property provided or created by the creative and/or its creatives, employees and representatives relating to the Works that:

      1. Unless notified by the creative to Independents and the Client, and subject to approval of the information in such notification by the Client prior to delivery of the applicable Work or Deliverables, the creative is either the sole and exclusive owner of the Personnel IP or has all necessary rights, licenses, consents and releases in such Personnel IP that are necessary to assign to Independents the rights contemplated under this Agreement; and

      2. the Personnel IP does not infringe any Applicable Laws or third party Intellectual Property or other rights

   8. The creative hereby waives any and all moral rights applicable to the Works wholly and exclusively pursuant to this Agreement (and the creative shall procure waivers of any moral rights by all applicable third parties).

10. LIABILITY AND INDEMNITY

    1. Notwithstanding anything to the contrary in this Agreement, the creative acknowledges that in no event shall Independents be liable to the creative or any third party (including for any delay) arising from:

       1. Independents’s suspension of the Services or termination of this Agreement in accordance with the terms of this Agreement;

       2. Failure by the Client to timely approve or disapprove any Deliverables or any other products of the Services;

       3. Any party’s failure to provide all relevant information and/or resources required to enable the creative to provide the Services;

       4. the acts, omissions (whether negligent or otherwise) of any Client; or

       5. any loss or damage due to viruses that may infect equipment, data or other property of the creative used in connection with the Services.

    2. Independents fully indemnifies the creative against all claims, losses, damages or expenses (including reasonable legal and other professional fees) arising from any breach by Independents of any warranty or representation given or made by Independents under clause 6.

    3. In no event shall either Party be liable for any indirect, punitive, exemplary or consequential loss or damages, or any loss of reputation, income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption.

    4. For the purposes of clauses 10.5 to 10.7, a reference to Independents shall include Independents’s Affiliates and assignees, and the provisions of this clause shall be for the benefit of Independents and each such Affiliate and assignee, and shall be enforceable by each such Affiliate and assignee, in addition to Independents.

    5. The creative shall indemnify Independents against all liabilities, costs (whether internal or paid to third parties), expenses, damages and losses (including but not limited to any and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Independents arising out of or in connection with:

       1. any breach of the warranties or covenants of the creative under this Agreement;

       2. the creative’s breach or negligent performance or non-performance of this Agreement;

       3. the enforcement of this Agreement by Independents;

       4. any claim made against Independents for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Independents’s use of the Deliverables and/or the creative’s performance of the Services; and

       5. any claim made against Independents by a third party for death, personal injury or damage to property arising out of or in connection with the Services, to the extent that such death, personal injury or damage is attributable to Independents acting on the instructions of the creative, its employees, agents or subcreatives.

    6. If a payment due from the creative under this clause is subject to tax (whether by way of direct assessment or withholding at its source), Independents shall be entitled to receive from the creative such amounts as shall ensure that the net receipt, after tax, to Independents in respect of the payment is the same as it would have been were the payment not subject to tax

    7. Nothing in this clause 10 shall restrict or limit the creative’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this clause 10.

    8. Independents’s total liability for any loss or damage directly caused to the creative by Independents in connection with the Services shall be limited to a sum equivalent to 50% of the Fees.

    9. The creative acknowledges and agrees that in the event of any default by Independents, the creative’s only remedy shall be an action at law for money damages, if any, actually suffered by the creative and in no such event shall the creative thereby be entitled to rescind this Agreement or to enjoin the development, production, distribution, advertising, or exploitation of the Works or any Intellectual Property rights therein.

11. CONDUCT OF CLAIMS

    1. In the event that the creative receives a claim pursuant to the indemnity provisions set out in this Agreement (each a “Relevant Claim”), the creative shall:

       1. as soon as reasonably practicable give written notice of the Relevant Claim (with reasonable detail) to Independents;

       2. conduct any litigation arising from a Relevant Claim and all negotiations in connection with such litigation;

       3. not make any admission of liability, agreement or compromise in relation to the Relevant Claim (save where required by Applicable Laws) which may be prejudicial to the defence or settlement of that Relevant Claim without the prior written consent of Independents; and

       4. at the written request of Independents, afford to Independents all reasonable assistance for the purpose of contesting any Relevant Claim, provided that the creative shall pay to Independents all reasonable costs and expenses (including but not limited to legal costs and disbursements) incurred by Independents in so doing.

12. INSURANCE

    1. The creative shall obtain and maintain such valid insurance as is required by the Project specifications and as approved by Independents acting in good faith.

13. FORCE MAJEURE

    1. In the event that Independents is unable to perform any obligation under this Agreement because of a matter beyond its reasonable control including lightning, flood, exceptionally severe weather conditions, fire, disruption to the national power grid, explosion, war, civil disorder, industrial disputes, royal demise or acts of local or central government or other Competent Body, or events beyond the reasonable control of Independents and/or if Independents’s suppliers are requested, required or ordered to cease or suspend the performance of any Services by any Competent Body, Independents shall have no liability to the creative for that failure to perform any part of this Agreement.

    2. Where either Party is unable to perform its obligations at the due time for performance prescribed by this Agreement, Independents shall be entitled to terminate this Agreement without prejudice to the creative’s liability to perform all obligations and/or Independents’s obligation to pay the sums due for services rendered prior to the event of force majeure under this Agreement.

14. CONFIDENTIALITY

    1. The Parties shall keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Agreement and shall not disclose that information to any person (other than their employees, independent creatives or professional advisers, or in the case of the creative, the employees of the creative company or its suppliers who need to know the information or any other telecommunications or broadcast service providers associated with provision of the Services) without the consent of the other Party.

    2. Clause 14.1 shall not apply to any information:

       1. which has been published other than through a breach of this Agreement;

       2. lawfully in the possession of the recipient before the disclosure under the Agreement took place;

       3. lawfully obtained from a third party who is free to disclose it; or

       4. which a Party is required by the Applicable Laws to disclose.

    3. The creative shall not make any announcement or otherwise publicise that any negotiations, discussions or agreements have, were or are taking place between the Parties or publicise the existence of or disclose to any person the provisions of this Agreement or any of the Services contemplated herein without the prior written consent of Independents.

15. NOTICES

    1. Any notice to be served by either party shall be in writing and by email and delivered by hand or courier (recorded delivery) sent to Independents at khairah@independents.ai and to the creative at the contact email address provided on the Platform.

16. PRIVACY AND DATA PROTECTION

    1. The creative acknowledges and agrees that, provided that such activities are conducted in compliance with prevailing and applicable data protection laws and regulations, Independents shall be entitled to store, use, publish and disseminate information received from the Client or its representatives in such manner as Independents deems appropriate in its sole and absolute discretion.

    2. Data may be used to enhance, customize and personalize your Independents experiences and communications; operate, provide, improve and maintain Independents’s products and services, including analyzing user behavior and trends; provide insight and analysis into performance of projects; send administrative messages and other information about Independents; communicate with you about your interactions, account information or customer service; communicate with you about our products, services and events, and for other promotional purposes; administer promotions, events, surveys or other features; display relevant marketing to you.

    3. We may disclose information upon governmental request, in response to a court order, when required by law, to enforce policies, or to protect Independents or others’ rights, property or safety. We may share information to prevent illegal uses of Independents’s products and services or violations of the Terms of Use, or to defend Independents against third-party claims. We may also share information with companies assisting in fraud protection or investigation.

    4. Information may be transferred to a third party as a part of business assets in a sale of a part or all of Independents. If this should happen, notice will be provided by posting to the website or other form of communication.

    5. Independents use a variety of security measures, including encrypting our services using SSL (Secure Sockets Layer), to help protect your information. Independents use secure servers and databases and restrict access to personal information to employees, contractors and agents who need to know that information in order to process it on behalf of Independents.

    6. However, like other companies, Independents cannot guarantee 100% the security or confidentiality of the information you provide to us.

17. MISCELLANEOUS

    1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.

    2. Disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Republic of Singapore.

    3. This Agreement represents the entire understanding and agreement between Independents and the creative in relation to the Services and all previous courses of dealing, written or oral understandings, discussions, representations, correspondence and communications between Independents and the creative relating to the matters covered by this Agreement are hereby superseded.

    4. Any condition, warranty or other term concerning the supply of goods or services which might otherwise be implied, whether by legislation or otherwise, is hereby excluded.

    5. The creative has not relied upon, and shall have no remedy in respect of, any warranty, statement, representation or understanding made by any Party including Independents unless it is expressly set out in this Agreement.

    6. Any waiver by either Party of a breach by the other of any provision of this Agreement shall be limited to the particular breach and shall not operate in any way in respect of any future breach by any Party. No delay on the part of a Party to act upon a breach shall be deemed to be a waiver of that breach.

    7. Neither Party may assign, transfer or novate any or all of the rights and obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party can sub-contract its obligations provided that the Party sub-contracting remains primarily liable to meet all payment or other obligations to the other Party.

    8. If any provision of this Agreement is held by any Competent Body to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected.

    9. Each Party shall be under a duty to mitigate all losses in the event of any suspension or breach of this Agreement and/or event of Force Majeure.

    10. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the Parties hereto and their respective employees, Affiliates, parent entities, subsidiaries, successors and assigns.

SCHEDULE 1

SPECIFIC TERMS

For the purposes of interpretation, “Writer”, “Designer”, “Photographer”, Digital Marketer”,  “Publisher” shall be deemed to be comprised within the definition of “creative”.

Writers Responsibilities

• Writer shall respond within 24 hours of offer to accept or decline the Project. Failure to respond in such time will be deemed declining.

• Following acceptance, Writer shall give a minimum of 2 ideas,  along with a synopsis of how Writer will present each idea in the requested written format. Each piece of written content shall allow the Client to have a maximum of 2 (two) revisions at Ideation and Draft stage.

• At draft stage, Writer shall submit first draft within a maximum of 1-2 working days, or communicate any change to the timeline.

• Writer shall pay attention with quality content to be written to ensure typos, grammatical errors and plagiarism will not happen.

Designer Responsibilities

• Designer shall respond within 24 hours of offer to accept or decline the Project. Failure to respond in such time will be deemed declining.

• Designer shall give a minimum of 2 designs, and allow the Client to have a maximum of 2 (two) revisions at Ideation and Draft stage.

• At Revision stage when Client or Independents has briefed the amends and deadline, Designer shall agree or immediately communicate any change to the deadline.

• Designer shall keep all communications with Independents clients projects inside of the Independents Platform.

Photographer Responsibilities

• Photographer shall respond within 24 hours of offer to accept or decline the Project. Failure to respond in such time will be deemed declining.

• At Digital Imaging stage when Client or Independents has briefed the amends and deadline, Photographer shall agree or immediately communicate any change to the deadline.

Videographer Responsibilities

• Videographer shall respond within 24 hours of offer to accept or decline the Project. Failure to respond in such time will be deemed declining.

• At Editing stage when Client has briefed the amends and deadline, Videographer shall agree or immediately communicate any change to the deadline.

Digital Marketer Responsibilities

• Digital Marketers’ are selected based on skills and services required by clients in SEO/ SEM/ Social Media Ad Management and other related services , and  shall respond within 24 hours of offer to accept or decline the Project. Failure to respond in such time will be deemed declining.

• Each project will be defined based on the campaign’s overarching objectives (such as but not limited to: awareness creation campaigns and marketing funnel campaigns through website click throughs, app downloads and number of post / page views.

• Past metrics of similar campaigns can be used as a baseline to plan for ad spend and can be used as a target however, there can be no guarantee of achieving the KPIs set due to the changing algorithms of all digital media platforms such as Google and Facebook.

• Digital Marketer will work closely with client and project manager (if available) to share regular reports and achievement metrics on a weekly basis.

• Client has a responsibility to inform Digital Marketer of any concerns as soon as possible to allow any change in the campaign set-up.

• Digital Marketer is obligated to add tracking pixel and tracking links.