Project Agreement
Standard Payment Structure
1) 50% deposit upon quotation sign-off and/or before the commencement of the scope of work.
2) Final 50% payment upon final draft and/or sign-off from Client, before Master file and/or Project deliverables.
3) A late fee of 2% per month is chargeable on all overdue invoices if payment is not received within the payment due date specified.
4) For international payments sent from a non-Singapore bank account, invoice recipient must be responsible for all bank and/or currency charges which may be incurred during fund transfers so that the payment amount received matches the invoice amount exactly.
Terms of Service
Thanks for choosing Rainial Studio ("we", "us", "our"). Rainial Studio provides personalised content production services such as video, photo, audio, music (collectively "Content") on social media, commercials, website, weddings, digital applications and campaigns for brand owners, businesses and corporations, and other content as well as other products and services that may be developed from time to time. Rainial Studio is a brand and a subsidiary of Rainial.
1. Service Agreement.
This Service Agreement forms part of the documents issued by Rainial Studio (collectively, "Rainial", "Rainial.co"), including but not limited to quotations, invoices, contracts and/or official memorandum. This Agreement is in force for the content production services as described. Client shall not disclose, duplicate or use information in whole or in part of this document for any other purposes other than to evaluate the contract provided by us. Client shall use this document when both us and the Client agree to the consulting and/or contract assignment when it is awarded to us in connection with the submission of this document.
2. Confidential Information.
a. Rainial Studio and the Client ("Parties") agree to enter into a confidential relationship with respect to disclosure of certain proprietary & confidential information (“Confidential Information”).
b. Neither party shall disclose to any third party any Confidential Information acquired during the performance of this Service Agreement.
c. “Confidential Information” shall mean all information identified in writing as confidential by either party to the other prior to disclosure thereof and any other information that either party would reasonably expect is confidential or proprietary.
d. Confidential Information shall not include any information which (i) is in or which enters the public domain through no fault of either party; (ii) is rightfully disclosed to a party by any third party; or (iii) was previously known to such party.
3. Response Time.
a. The Client shall furnish all the required information and assist us to answer questions pertaining to the Scope of Work during the project within two (2) business days.
b. Rainial Studio agrees to provide support during business hours (9am - 6pm, Monday to Friday) throughout the life of the campaign for technical or business-related issues, with no more than 48-hours response times to correct any outstanding issue.
4. Change to Scope of Work and Project Timeline.
a. Any changes to the Scope of Work will result in delay or may affect the quality of the Service Deliverables.
b. If the Scope of Work is agreed by Parties to have changed over the course of the project (i.e. change in project timeline, scope of work, non-provision of source material and major change requests), Rainial Studio reserves the right to re-quote for the project.
c. Unless otherwise stated in the Service Agreement, each project timeline shall not take more than three (3) months to complete. If the project timeline is delayed, there will be a 25% surcharge of the project fee or $500 per month, whichever is higher to the Client.
5. Point of Contact.
a. The Client shall provide one main point of contact through which all feedback and communication between the two organisations shall flow.
b. The Client shall agree to respond to all communications within two (2) business days and cooperate with us throughout the project to attain the project objective.
6. Provision of Information.
The Client shall provide its corporate marketing material/ brand collaterals, including high-res logos, trademarks, white-papers, articles, press releases, videos, images, graphics, music (digital source files) when requested. Costs of preparing such material are not included in the scope of this agreement.
7. Project & Service Deliverable Management.
a. All Service Deliverables, milestones, and submissions will be uploaded and delivered electronically on a centralised Project Management System or third party cloud platform ("Google Drive", "Dropbox", "Youtube", "WeTransfer"), which both Parties has access to.
b. In order for Rainial Studio to perform our Service Deliverables and meet project performance, it is imperative that Client responds to all written communications within two (2) business days. Failure to do so will impact the outcome of this Agreement. We may provide up to three (3) reminder/alerts via email and/or telephone if our communications are not responded within the timeline as agreed.
c. Rainial Studio at its very best effort will deliver the Content within the expected completion date, with a lead time of 9-15 working days for the first draft upon receiving footage/video, audio, logo, graphics and collaterals from Client. Post-production processes are available on our website at www.rainial.studio. Subject to the complexity of the Client’s review feedback, subsequent revision will take 3-5 working days. Should the feedback differs from the Scope of Work, Rainial Studio reserves the rights to extend the completion date and re-quote for the project.
d. Unless written request are submitted to Rainial Studio prior to the commencement of the project, advance delivery request and/or same-day-edit for events, are strictly subject to availability and expedition surcharge fee at 25% of the project fee.
e. Except for “Work for Hire” filming-only-contracts issued by Client, Rainial Studio does not release any raw media files and/or working files to any party, as part of the project deliverables. Unless otherwise written request for the raw media files are submitted by Client to Rainial Studio prior to commencement of the project, there will be a transfer fee incurred as follows;
Less than 20GB at 5% of the project fee or $500 whichever is higher
Less than 50GB at 10% of the project fee or $1250, whichever is higher
Less than 100GB at 15% of the project fee or $2500, whichever is higher
100GB or more at 20% of the project fee or $5000, whichever is higher
f. Raw media files may be available in our library three (3) months from the project completion and/or delivery date subject to our storage facility availability. Any request for the raw files submitted by Client one (1) month from the project completion/delivery date will incur both the transfer fee and the library fee of $1,500/per annum.
g. Re-Editing and revision request submitted by Client after project completion date (sign-off) and/or project delivery date, will incur a library fee of $1,000 on top of the service fee, to allow Rainial Studio re-ingest all files back to a working file format in our editing suite.\\
8. Copyrights
a. The copyrights of the Master File and/or the completed Content (also known as the "Master File", "Final Product", "Finished Product", "Product") belongs to the Client, and the Client has full rights to publish, reproduce and distribute across various media platforms.
b. Whereas all copyrights of the Non-master files (also known as "Media", "Raw Files", "Clips", "Videos", "Images", and "Project Working Files") filmed, designed and developed by Rainial Studio for the Client's project, are fixes that belongs to us, and Rainial Studio has all rights to publish, reproduce part or full clip across various media platforms including but not limited to customer testimonial, company portfolio, showreel and case studies, except for Client's proprietary assets such as featuring Client's logos, branding, trademark, trade identity and displays, building, premises and talents/cast signed by Client, which requires copyright clearance from the Client.
c. All royalty-free sound, music clips and sound effects used in the Content production are purchased and licensed for non-exclusive rights to use, for both commercial and non-commercial use, without any recurring royalties or credit/attributions. However, all royalty-free sound, music clips and sound effects copyrights belongs to the respective label, producer, production house, publisher and/or artist.
d. Client agree to possess full Copyright clearances/permission from its legal owner and undertake full responsibility on all copyright materials such as videos, images, music files that are submitted to Rainial Studio to be incorporated in the final completed Content.
9. Talents and Cast.
a. Talents, cast, models and/or performers engaged by Rainial Studio will be contracted with a release form, undertaking our rights to feature them in appearance in the selected media platform, the loading duration and their roles in the completed Content.
b. Client agree to seek permission and possess the rights from Talents, cast, models and/or performers engaged by Client including internal staff/employees or any third party with a release form, including but not limited to their full particulars, roles/appearances, the loading duration and agreement to be featured and published at the selected media platforms, whereby a copy of the release form to be submitted to us prior to the production.
10. Reschedule and Cancellation.
a. 10% of the quotation amount will incur to the Client when a reschedule to the booking date is made within 2 weeks before the content production/shoot/filming date.
b. 25% of the quotation amount will incur to the Client when cancellation of quotation is made within 2 weeks before date of content production/shoot/filming.
b. 50% of the quotation amount will incur to the Client when cancellation of quotation is made 7 days before date of content production/shoot/filming.
c. 80% of the quotation amount will incur to the Client when cancellation of quotation is made 3 days before date of content production/shoot/filming.
d. 100% of the quotation amount will incur to Client when cancellation of quotation is made 24 hours before date of content production/shoot/filming.
e. 45% of the quotation amount will incur to Client when cancellation is made after pre-production scope of work such as script, storyboard, mood board and/or conceptualisation papers has been submitted to Client.
11. Termination of Agreement.
a. Each party shall have the right to terminate this Agreement by written notice to the other if a party has materially breached any obligation herein and such breach remains unresolved for a period of thirty days after written notice of such breach is sent to the other party.
b. If Rainial Studio terminates this Agreement because of Client’s default, all of the following shall apply:
(i) All amounts payable or accrued to us under this Agreement shall become immediately due and payable;
(ii) All rights and licenses granted to Client under this Agreement shall belong to the Client.
c. Either party may terminate this Agreement for its convenience upon thirty days prior written notice to the other. Upon such termination, all amounts owed to Rainial Studio under this Agreement for accepted work shall immediately become due and payable and all rights and licenses granted by Rainial Studio to Client under this Agreement shall belong to the Client.
12. Dispute Resolution.
a. In the event there is an issue, which cannot be resolved at review meetings, either party will designate a corporate executive who will meet to resolve the issue.
b. Any dispute in connection with this Proposal shall be settled by arbitration in accordance with the Singapore Arbitration Act, provided however, should any dispute arise under this Proposal, the parties shall endeavor to settle such dispute amicably between them.
c. In the event that the parties fail to agree upon an amicable solution, such dispute shall be determined by arbitration as aforesaid.
13. Force Majeure.
Rainial Studio will not be liable for delays or errors in its performance or for non-performance, due to causes beyond its reasonable control (“force majeure event”) and shall be entitled to a reasonable extension of time to remedy any such delay or failure to perform. If force majeure event cannot be resolved within sixty (60) days, Client may choose to terminate this Agreement.
14. Commencement of Work.
Work will commence upon the signatory of this Agreement. Without a signed agreement, Rainial Studio reserves the right to disregard any submission request by the Client.
15. This Agreement and all orders herein shall be governed by and construed under the laws of the Republic of Singapore.
-------- E N D O F A G R E E M E N T --------
You may send an email to ryan@rainial.studio should you need further clarifications on the above terms and conditions of the Agreement or mail to the following address.
Rainial Pte Ltd
Co.Reg.No.: 53433386M
3 Coleman St, Peninsula Shopping Centre, #03-24
Singapore 179804
Effective June 2022
Last Updated 25 June 2022
