Terms of service
These terms and conditions of sale (the “Terms and Conditions of Sales”) sets out the terms and conditions governing the purchase of services of production of figurines, including any specified deliverables, from FIGURE FACTORIES (“we” or “us”).
Production Service
Where you have engaged us via [www.figurefactories.com] (the “Platform”) for the production of figurines, including 3-dimensional prints (“Production Services”), we shall provide the Production Services and any deliverables in respect of the Production Services (“Deliverables”) in accordance with applicable law and the specifications and any other related documents, drawings, maps, plans, diagrams, designs, pictures, images, reports or materials provided by you or generated or extracted by us from any third party platforms based on information provided by you (the “Specifications”). Notwithstanding this, you agree and acknowledge that due to technological limitations, the Deliverables may contain some minor variations from the Specifications which are not material in nature, and final Deliverables may not be an exact match of the Specifications (“Immaterial Variations”).
You will promptly provide us with all instructions, data, information, reasonable assistance and co-operation as may be required by us to perform the Production Services and deliver the Deliverables in a timely fashion. You hereby authorise us to use the instructions and information provided by you to extract or generate data, information, material or content from third party platforms (collectively, “Extracted Materials”) for and on your behalf, for the purpose of performing the Production Services and delivering the Deliverables.
We may suspend our obligations to provide the Production Services and Deliverables for so long as, in our view a Force Majeure Event continues or you are in breach of these Terms and Conditions of Sales or the terms of use of our Platform (the “Terms of Use”). We shall not be liable for any failure or delay in performing the Production Services or completion of the Deliverables if such failure or delay results from a Force Majeure Event or any act, omission or default on your part (including, without limitation any incomplete, unclear or inaccurate instructions from you).
In these Terms and Conditions of Sales, a “Force Majeure Event” means any circumstance not within our reasonable control, including industrial disputes, acts of God, strike, war, terrorism, riot, malicious damage, breakdown of plant or machinery, fires, epidemics, pandemics or similar events, extreme adverse weather conditions, death, injury or illness of key personnel or default of suppliers or subcontractors
Delivery
In consideration of the provision of Production Services and Deliverables by us, you shall pay the fees as stated on the Platform, including any delivery fees for delivery of the Deliverables as set out on the Platform (the “Fees”). You shall bear all goods and services tax or similar tax imposed under applicable law on all sums payable to us under these Terms and Conditions of Sale.
All Fees shall be payable in full upon submission of any order for Production Services through the Platform (“Order”), via any payment mode specified on the Platform. All payments shall be in Singapore dollars, in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off, or counterclaim whatsoever, and must be received by us before commencement of the Production Services.
CANCELLATION OF ORDERS AND REFUND POLICY
If production has not commenced, you may cancel any Order by providing us with written notice of the same. Where production has already commenced, we will notify you of the same and you will not be permitted to cancel your Order.
We will be entitled to cancel your Order where any of the representations or warranties made by you under these Terms are false, incorrect or misleading in any way, or you have committed any breach of these Terms and Conditions of Sale or there has been a suspension of our obligations pursuant to a Force Majeure Event for a period of 3 months.
Cancellation of any Order shall not affect any rights, remedies, obligations or liabilities that have accrued up to the date of cancellation, including the right to claim damages in respect of any breach of these Terms, which existed at or before such date.
Upon cancellation of any Order:
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our obligations to provide the Production Services and the Deliverables in respect of such Order shall immediately cease; and
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you not be entitled to any refunds, unless otherwise determined by us in our sole and absolute discretion. Where you have been offered a refund, you shall bear any expenses, administrative cost or bank charges incurred in processing such refund.
Order cancellations initiated by the customer without a valid reason will not be eligible for a full refund. Valid reasons for cancellation are determined solely at our discretion. Reasons such as accidental purchases, including those made by children or unauthorized users, are not considered valid, as customers are responsible for all activities conducted under their account.
Any refunds granted will be subject to currency conversion charges, exchange rate differences, and any non-recoverable fees incurred during the transaction and refund process. These charges are based on Shopify’s prevailing exchange rates and will be deducted from the final refund amount.
Intellectual property rights
For the purpose of these Terms and Conditions of Sale, “Intellectual Property Rights ” includes patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
You irrevocably and unconditionally represent and warrant that:
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you are above the age of 18 and have full capacity and authority, and have obtained all necessary authorities and consents, to enter into and perform your obligations under these Terms and Conditions of Sale;
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you have full authority to authorise us to extract and/or generate the Extracted Materials for and on your behalf, and any such extraction and/or generation of Extracted Materials will not result in a breach of any applicable law and is not prohibited under any contract or other obligation binding on you;
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any of your content uploaded to our Platform or otherwise provided to us by you in respect of the Production Services and the Deliverables, or extracted or generated by us from any third party based on information provided by you, including the Specifications and the Extracted Materials (the “In-put Materials”) does not infringe on any third party Intellectual Property Rights; and
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where you do not own the Intellectual Property Rights in the In-put Materials, you have obtained a license or sub-license from the relevant licensor or licensors on such terms as will entitle them to grant the license in clause 5.3 of these Terms and Conditions of Sale or otherwise under the Terms of Use.
You hereby grant us a worldwide, irrevocable, royalty-free license to use the Intellectual Property Rights in the In-put Materials for the purpose of supplying the Production Services and the Deliverables.
INDEMNITY AND LIMITATION OF LIABILITY
You irrevocably and unconditionally agree to hold harmless and indemnify us and our employees, agents, staff, contractors and officers from and against any claims, suits, actions, costs, legal fees, expenses, damages, judgments and decrees (including legal fees) arising out of:
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any use or application of the In-put Materials or any of the representations in clause 5 of these Terms and Conditions of Sale being found to be false, incomplete or misleading in any way;
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any extraction or generation of the Extracted Materials in accordance with these Terms and Conditions of Sale; and
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any act, omission or default on your part, including any breach of these Terms and Conditions of Sale.
We shall not be liable to you, whether in contract, in tort (including negligence), for breach of statutory duty, or otherwise, for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill or any indirect or consequential loss.
Our total liability to you arising under or in connection with any Production Services and Deliverables shall be limited to the equivalent of the Fees paid by you in respect of such Production Services and Deliverables.
Nothing in these Terms and Conditions of Sale shall limit or exclude our liability for death or personal injury caused by our negligence, or any liability which cannot be limited or excluded by applicable law.
These Terms and Conditions of Sale constitutes the entire agreement between you and us with respect to any Production Services and Deliverables. To the fullest extent permissible by the law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of fitness for a particular purpose in respect of the Production Services and Deliverables.
OTHER IMPORTANT TERMS
You may not assign, novate or sub-contract any of your rights or obligations under these Terms and Conditions of Sale without our prior written consent.
A person who is not a party to these Terms and Conditions of Sale shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act (Cap 53B).
If any provision of these Terms and Conditions of Sale (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
Any variation of these Terms and Conditions of Sale in respect of any Orders already submitted shall be in writing and agreed by all Parties. Changes to these Terms and Conditions of Sale, which shall not have retrospective effect on any Orders already submitted via the Platform will be posted on our Platform, and where appropriate, notified by way of email to you.
A waiver of any right under these Terms and Conditions of Sale shall be in writing. Such waiver shall apply only to the person to whom the waiver is addressed and the circumstances for which it is given. Any failure to enforce any provision of these Terms and Conditions of Sale shall not constitute a waiver of such or any other provision. Unless specifically provided otherwise, rights and remedies arising under these Terms and Conditions of Sale are cumulative and do not exclude rights and remedies provided by law.
These Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of Singapore. Each party agrees to submit to the exclusive jurisdiction of the Singapore courts.