Terms & Conditions

1.1Services, deliverables, timelines and scope will be set out in the relevant quotation, proposal, invoice or written agreement.

1.2Work outside the agreed scope, including additional deliverables, revisions or material changes in direction, may be separately quoted and will only proceed upon written approval.

1.3Timelines are estimates unless expressly stated otherwise and may be adjusted where delays arise from Client approvals, third parties, platforms, force majeure events or matters outside NYALA’s reasonable control.

2.1The payment structure for each project will be specified in the relevant quotation or invoice issued by NYALA Pte Ltd (the “Contractor”).

2.2All invoices are payable within 14 days of the invoice date, unless otherwise stated.

2.3NYALA may suspend work, withhold deliverables or postpone project activity where payment is overdue, without liability for resulting delays.

2.4The Client remains responsible for approved fees and committed third-party costs. Any applicable taxes, bank charges, currency conversion or transfer fees are borne by the Client unless otherwise stated.

3.1Where a deposit or upfront payment is required, it is non-refundable once work has commenced, except where otherwise agreed in writing.

3.2Third-party commitments approved or incurred for a project, including creators, talent, venues, production, media and vendors, remain payable once committed and are subject to the relevant third party’s cancellation terms.

4.1Revisions are limited to those expressly included in the agreed scope.

4.2Additional revisions, reshoots, scope changes or changes following Client approval may incur additional fees and extend timelines.

4.3The Client is responsible for reviewing deliverables before approval or publication. NYALA may rely on approvals provided by the Client’s authorised representatives.

5.1The Client will provide timely approvals, accurate information, access and materials reasonably required for the project.

5.2The Client warrants that it owns or has permission to use all materials, claims, trademarks, data and instructions supplied to NYALA, and that their use as instructed will not infringe third-party rights or applicable law.

5.3The Client remains responsible for the accuracy and legality of product claims, regulated statements, offers, promotions and factual information supplied or approved by it.

6.1Unless otherwise agreed in writing, rights in final approved deliverables created specifically for the Client transfer only upon full payment of all sums due for those deliverables.

6.2NYALA retains ownership of its pre-existing materials, methodologies, templates, working files, processes, concepts not selected or paid for, know-how and other background intellectual property.

6.3Third-party materials, including stock assets, music, fonts, creator content, software and platform assets, remain subject to their respective licences and usage restrictions.

6.4Raw files, editable/source files and unused concepts are not included unless expressly stated in the agreed scope.

7.1Creator/KOL fees, media spend, talent, venues, production vendors, licences, platforms and other third-party costs are separate unless expressly included.

7.2NYALA may engage third-party suppliers or independent contractors to perform parts of the services.

7.3NYALA is not responsible for changes, outages, suspensions, policies, algorithms, approvals or actions of third-party platforms, media owners, creators or suppliers outside NYALA’s reasonable control.

7.4Creator and talent deliverables, usage rights, exclusivity and cancellation terms are subject to the terms agreed for the relevant engagement.

8.1Following public release, NYALA may display completed work and the Client’s name and logo in its portfolio, credentials, website, social channels and award submissions unless otherwise agreed in writing or restricted by confidentiality obligations.

9.1Each party will take reasonable steps to protect non-public commercial, strategic and confidential information received from the other and use it only for the relevant engagement.

9.2This does not apply to information already public through no breach of these Terms, lawfully known or received from another source, or required to be disclosed by law.

10.1Each party will comply with applicable data protection laws in relation to personal data it collects, uses, discloses or processes for a project.

10.2Where the Client provides personal data to NYALA, the Client is responsible for ensuring it has the necessary authority, consent or other lawful basis to do so.

10.3NYALA may use appropriate service providers and technology platforms in delivering the services, subject to applicable data protection requirements.

10.4Website collection of personal data will also be governed by NYALA’s Privacy Policy.

11.1Either party may terminate an engagement in accordance with the applicable project agreement.

11.2On termination or cancellation, the Client remains responsible for fees for work performed up to the effective date, approved commitments, and non-refundable or cancellation costs owed to third parties.

11.3Provisions intended by their nature to survive termination, including payment, confidentiality, intellectual property, indemnities and liability provisions, will continue to apply.

12.1NYALA will perform the agreed services with reasonable care and skill.

13.1The Client will indemnify and hold NYALA harmless against third-party claims, losses, liabilities, damages and reasonable costs arising from: (a) Client-supplied materials, claims, instructions or data; (b) the Client’s breach of its warranties, obligations or applicable law; or (c) products, services, promotions or statements of the Client, except to the extent caused by NYALA’s breach, negligence or wilful misconduct.

13.2NYALA will indemnify the Client against third-party claims that final original deliverables created solely by NYALA and used within the agreed scope infringe third-party intellectual property rights, except where the claim arises from Client materials or instructions, modifications not made by NYALA, use outside the agreed scope, or third-party materials.

13.3A party seeking indemnification must promptly notify the other of the claim and provide reasonable cooperation. No settlement imposing liability or admission on the indemnified party may be entered into without its prior written consent.

14.1To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special or consequential loss, or loss of profits, revenue, business, opportunity, goodwill or anticipated savings arising from an engagement.

14.2To the maximum extent permitted by law, NYALA’s aggregate liability arising from a project will not exceed the fees paid or payable to NYALA for the specific project giving rise to the claim.

14.3Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury resulting from negligence.

15.1Neither party will be liable for delay or failure caused by events beyond its reasonable control, including acts of government, severe weather, venue closures, transport disruption, epidemics, labour disruption, internet or platform outages, or failure of third-party infrastructure.

15.2The affected party will use reasonable efforts to mitigate the impact and resume performance when reasonably practicable.

16.1NYALA acts as an independent contractor. Nothing in an engagement creates a partnership, joint venture, employment, fiduciary or agency relationship between NYALA and the Client, and neither party may bind the other unless expressly authorised in writing.

17.1During an engagement and for 6 months after its completion, the Client will not knowingly circumvent NYALA to directly engage a creator, talent or supplier first introduced by NYALA specifically for that engagement for substantially the same project, unless NYALA agrees in writing.

17.2This clause does not restrict relationships independently existing before NYALA’s introduction or general approaches not resulting from NYALA’s introduction.

18.1These Terms and each engagement are governed by the laws of Singapore unless otherwise agreed in writing.

18.2The parties will first attempt in good faith to resolve any dispute through discussion. If unresolved, the courts of Singapore will have exclusive jurisdiction, subject to any different dispute-resolution mechanism expressly agreed in the applicable project agreement.

19.1If any provision is held invalid or unenforceable, the remaining provisions continue in effect.

19.2A failure or delay in exercising a right does not constitute a waiver of that right.

19.3The Client may not assign an engagement without NYALA’s prior written consent. NYALA may use subcontractors but remains responsible for the services it has agreed to provide.

19.4No person other than NYALA and the Client has any right under the Contracts (Rights of Third Parties) Act 2001 to enforce these Terms.

19.5Notices relating to an engagement may be sent to the business email addresses ordinarily used by the parties, unless the project agreement states otherwise.

20.1Written approval, signature, payment or instruction to commence work may constitute acceptance.

20.2The applicable quotation, proposal, statement of work, invoice where relevant, and these Terms constitute the agreement for the engagement and supersede prior discussions relating to that scope.

20.3If there is a conflict, a project-specific document expressly agreed by both parties prevails over these website Terms to the extent of the conflict.