TERMS AND CONDITIONS

All services are provided on the basis of the Terms and Conditions and project-specific Quotation/Invoice as an Agreement between BIOME ENTERTAINMENT PTE. LTD., a company incorporated in Singapore with unique entity number 202201414G (the "Company"), and the client specified on the quotation/invoice (the "Client") for the provision of services of the nature set out in the said quotation/invoice.

1) General

The Company shall conduct its work in a professional and skilled manner and the Client shall promptly review the work, provide feedback if any, be responsive to the Company's queries, and make payment in a timely fashion.

2) Project Schedule

The Company will prepare a project schedule, which shall be subject to the Client's prior written approval. Any changes to this project schedule may result in a schedule change for final deliveries and, possibly, extra charges. No such extra charges will be imposed on the Client unless:

(a) for media production-related projects – the Company was given less than 1 week's notice in writing about the schedule change; for consulting-related projects – the Company was given less than 24 hours notice in writing about a cancellation, or

(b) the schedule change is solely due to the Client's default or negligence.

Any estimates provided by the Company do not include revisions to final approved concepts once in production. In the event a change requested by the Client is accepted and adopted by the Company, the Company will produce a new estimate and propose amendments to the project and project schedule once the estimate is approved by the Client. All changes, revisions, or corrections are subject to a review of the deadline and possible change in delivery. Where the Client agrees to a tight project schedule, the Client also agrees that the Company shall not be responsible or held liable for any delays to the project schedule caused by the Client's acts or omissions, including the Client's failure to respond to the Company in a timely fashion.

If consulting services are only cancelled within 24 hours of the session without a re-scheduling option, 25% of the fee applies as a cancellation charge unless the Company offers a waiver.

Any costs the Company incurs due to third-party add-on services requested by the Client (such as, but not limited to: venue rental, refreshments, meals, equipment hire, or other ancillary services) are billed directly to the Client plus an administrative fee of SGD 200.00 to cover procurement and coordination costs.

3) Payment

The Company's standard payment terms are Net 30 days from invoice date unless otherwise specified below.

The Client shall promptly make payment towards the Company's invoice(s) before the stipulated payment deadline.

Payment Terms by Project Value:

(a) Projects up to SGD 20,000:

Full payment is due upon project confirmation. The Company is entitled to begin work only upon receiving full payment OR upon receipt of a valid Purchase Order from the Client with confirmation that the invoice is being processed, at the Company's sole discretion.

For ad-hoc consulting services (workshops, single-session engagements), full payment is required prior to service delivery unless otherwise agreed in writing.

(b) Projects above SGD 20,000:

Payment milestones will be negotiated and specified in the quotation. Standard structure unless otherwise agreed:

• 50% upon acceptance of quotation and commencement of work

• 25% at agreed midpoint milestone (for projects exceeding 4 weeks)

• 25% upon delivery of final deliverables

The Company is entitled to begin work upon receipt of initial payment OR upon receipt of a valid Purchase Order from the Client with confirmation that the invoice is being processed, at the Company's sole discretion.

(c) Extended Payment Cycles:

Where the Client operates on extended payment processing cycles beyond the Company's standard Net 30 terms (e.g., Net 60, Net 90), the Company may, at its sole discretion, commence work upon receipt of a valid Purchase Order and confirmation that the invoice is being processed. However:

The Client must provide written confirmation of Purchase Order issuance and invoice processing within 7 business days of quotation acceptance

All milestone payments must follow the same confirmed processing procedure

The Company reserves the right to pause work if any payment becomes overdue by more than 90 days from invoice date, or if the Client fails to provide timely confirmation of invoice processing for subsequent milestones

Late payment interest of 1.5% per month may apply to amounts overdue by more than 120 days from invoice date

(d) General Payment Provisions:

All eventual bank fees will be borne by the Client. Each project phase, once work has commenced, is billable to the Client as soon as costs are incurred by the Company. Unless otherwise indicated, all payments to the Company are to be made in Singapore Dollars.

Additional work beyond the agreed and quoted for work, schedule, and delivery may be arranged in writing and will be subject to the Company's prevailing rates and/or additional commission.

Overtime:

If the Client has unplanned-for, ad-hoc requirements during ongoing work, or conducts themselves in such a manner that causes overtime, then such additional costs of work hours and/or rented facilities will be billed to the Client and will be borne by the Client. Biome Entertainment will educate the Client about overtime risks. The Client acknowledges and agrees that Biome Entertainment has authority over actual and/or estimated work schedules and that the Client will adhere to Biome Entertainment's advice, or agree to additional services and/or overtime risks and/or costs. Biome Entertainment is responsible for ensuring professional work schedules that allow all work to be completed in good time and without significant risk of overtime. If overtime applies due to a case of force majeure, the Client agrees to bear the costs.

4) Client's Feedback

The Client agrees to communicate any comments, dissatisfaction, and questions about the process to the Company immediately in writing, to prevent misunderstandings that might affect the overall satisfaction with the final product. Such communications include using email communications prior to/related to and during the contracted project.

The Company operates during standard Singapore business hours (Monday-Friday, 9:00 AM - 6:00 PM SGT, excluding public holidays). A minimum response time of 48 hours applies when the Company is travelling or outside of normal business hours, unless otherwise agreed in writing. For urgent matters during travel periods, the Company may, at its discretion, agree to be available via messaging applications.

5) Intellectual Property

5.1 Proprietary Methodologies and Frameworks

The Company's proprietary methodologies, frameworks, processes, and techniques (including but not limited to The Subconscious Narrative™) remain at all times the exclusive intellectual property of the Company. No ownership, license, or right to reproduce, teach, commercialize, modify, distribute, or sublicense such methodologies is granted to the Client under any circumstances, unless expressly agreed in a separate written licensing agreement.

5.2 Project Deliverables

Title, interest, and benefit to all intellectual property rights in project deliverables created by the Company shall, to the fullest extent permitted by law, belong to and vest absolutely in the Company until full payment is received.

Upon the Client's full payment within the deadlines stipulated in the invoices and provided the Client does not breach any terms of this Agreement, ownership and intellectual property rights to the final project deliverables shall transfer to the Client, subject to the following conditions:

(a) For Consulting and Advisory Services: The Client receives ownership of specific deliverables created for the Client's project (such as presentations, reports, frameworks applied to the Client's specific context, recommendations, and analysis). The Client may use these deliverables solely for the Client's internal business purposes and for the specific use case addressed in the project scope. The Client may NOT:

License, sell, or distribute the deliverables or any derivative works to third parties

Use the deliverables to provide consulting, training, or advisory services to others

Reproduce or adapt the Company's methodologies for use with other clients or parties

Remove or obscure any attribution to the Company's proprietary methodologies

(b) For Media Production Services: The Client receives full ownership of the final media production deliverables (such as videos, films, or other media content) for commercial and non-commercial use, subject to the portfolio rights granted to the Company below.

RAW footage, unedited materials, project files, and source files shall NOT be delivered to the Client and remain the property of the Company, unless the engagement specifically contracts the Company for RAW recording services only with direct handover to the Client and no post-production work by Biome Entertainment. Such arrangements must be explicitly stated in the quotation.

5.3 Portfolio and Showcase Rights

Upon transfer of deliverables to the Client, the Client hereby grants the Company a perpetual, irrevocable, royalty-free, transferable, sublicensable, fully paid, worldwide license to name, describe, showcase, and use the project deliverables in the Company's portfolio for the purpose of work showcase and references.

The Company will respect the Client's preferences regarding public showcase of work. The Company will seek the Client's approval before publicly displaying project deliverables, or will only showcase work that the Client has already made publicly available. Internal case study use and confidential client references are permitted without prior approval.

5.4 Pre-Existing Intellectual Property

Each party retains all rights, title, and interest in and to its intellectual property rights that subsisted before the conclusion of a project or which may come into being independent of a service agreement. The Company may use resources or materials in which the Client owns the intellectual property rights during the term of the service agreement, solely as necessary to exercise its rights or perform the Company's obligations under these Terms and Conditions.

5.5 Early Termination

If the project is terminated before the completion of the final deliverables, then all rights, titles, and interests in the working product and any modification, enhancement, adaptation, or derivative work thereof shall, to the fullest extent permitted by law, belong to and vest absolutely in the Company.

At the Company's sole discretion, unfinished materials or work-in-progress may be handed to the Client on a case-by-case basis, subject to: (a) Settlement of all outstanding payments for work completed to date (b) The Client's acknowledgment that such materials are incomplete and provided "as-is" (c) Any additional fees for preparation or transfer of incomplete materials

Unless the Company provides such materials at its discretion, title, interest, and benefit to such intellectual property rights shall not be transferred to the Client without the Company's express written approval.

5.6 Client-Provided Materials

If the Client provides any materials to be included in the final project deliverables, all such materials must be free from copyright infringements. The Client will indemnify the Company and its officers, employees, and consultants against any losses, expenses, costs, or liabilities incurred as a result of any actual or threatened intellectual property right infringement claim.

5.7 Use of Names and Logos

The Company may display the Client's name and logo on the Company's website, marketing materials, and portfolio for the purpose of identifying the Client as a client of the Company and showcasing completed work, subject to Section 5.3 (Portfolio and Showcase Rights).

The Client shall not use the Company's name or logo in any form of publicity or release, or make public disclosure of the existence of, or the terms of, a service agreement, except with the express written approval of the Company.

No license to the trademarks, trade names, or service marks of either party beyond the uses specified in this Section is granted under these Terms.

6) Third-Party Vendors

The Company will engage, if required, third-party vendors. While the Company carefully selects third-party vendors and onboards them under the Company's professional and ethical standards, the Company is ultimately not responsible for third-party vendors' conduct or unforeseen changes to any third-party vendor engagement and/or services.

Any quotations given by the Company, where third-party vendors are engaged, will rely on quotations issued by third-party vendors. Any additional costs relating to the Company's and/or a third-party vendor's costs will be borne by the Client. The Company is not responsible for any changes to the quoted third-party costs or availability of specific vendors. The Company's own quoted costs might change due to a change of vendors and/or a vendor's costs.

7) Variation

These Terms and Conditions shall not be varied, adjusted, modified, or amended in any respect unless such amendment be expressly agreed in writing by the parties.

7.1 Client's Own Agreements

If the Client requires the Company to execute the Client's own standard agreements, master service agreements, or supplementary terms in addition to these Terms and Conditions, the following applies:

(a) The Client must provide such agreements for the Company's review at least 14 business days prior to the proposed project commencement date.

(b) The Company reserves the right to review, negotiate, or decline terms in the Client's agreements that conflict with or are more restrictive than these Terms and Conditions.

(c) In the event of any conflict between these Terms and Conditions and the Client's agreement, the more protective terms for the Company shall prevail unless expressly agreed otherwise in writing.

(d) The Company may require additional fees or adjust project timelines to account for legal review costs and the administrative burden of executing additional agreements.

(e) Execution of the Client's agreement does not waive or supersede these Terms and Conditions unless explicitly stated and agreed in writing by both parties.

8) Personal Data

The Client agrees that the Company will collect, use, and disclose the Client's personal data obtained for the purposes of performing the services, in accordance with the Personal Data Protection Act 2012. Should the Client wish to withdraw consent for the collection and use of the Client's data, the Client must provide express and written notification by email to the Company.

9) Confidentiality

The Client and the Company both agree:

(a) to keep confidential all information disclosed by the other party relating to the work relationship and the content created,

(b) not to disclose any confidential information without the other party's express written consent, and

(c) to bind their partners, agents, or other service or work providers to the same obligations as set forth in this provision.

These confidentiality obligations do not apply to information that eventually enters the public domain without the influence and through no fault of the Client and/or the Company, or that is required to be disclosed by law or pursuant to a court order.

10) Health & Safety and Limitation of Liability

The Client is responsible for instructing their employees and agents to comply with prevailing health and safety regulations (including, without limitation, IMDA's regulations and MOH's safe distancing guidelines, as updated from time to time). The Company is responsible for implementing such health and safety policies, and the Company will be deemed to have satisfied its responsibilities by briefing the full crew and cast on such policies. The Company is not liable for any individual's breach of such policies. The Client and the Company agree to communicate and collaborate efficiently and quickly in response to any breach of such policies and to decide together what action to take to secure a safe work environment, in full compliance with applicable laws.

Insurance Coverage:

The Company maintains public liability insurance coverage of SGD 1,000,000 appropriate to its business operations as a boutique consulting and media production firm. Unless expressly agreed in writing in the quotation and reflected in adjusted service fees, the Client accepts the Company's services with the Company's standard insurance coverage and liability limitations as set forth in this Section 10. Any requirements for additional insurance coverage (including but not limited to professional indemnity insurance, errors and omissions insurance, or coverage amounts exceeding the Company's standard coverage) must be negotiated separately prior to engagement and will result in additional fees to cover increased insurance premiums and risk. The Client acknowledges that the Company's liability is limited as set forth in this Section 10, regardless of insurance coverage maintained.

All services provided pursuant to these Terms and service agreements are provided or performed on an "as is", "as available" basis, and Client's use of the services is solely at its own risk. The Company does not make, and hereby disclaims:

(a) all express warranties with regard to the services, including but not limited to any warranty that the services provided hereunder will be uninterrupted, error-free, or completely secure; and

(b) any and all implied warranties with regard to the services, including the implied warranties of merchantability or satisfactory quality, fitness for a particular purpose, and non-infringement of a third party's intellectual property rights.

Notwithstanding anything to the contrary in these Terms and service agreements, in no event will either party be liable to the other party for lost profits, loss of business, loss of revenues (except that Client shall be liable for any service fees or other amounts owed to the Company under these Terms and Conditions and the referred service agreement), loss of data or interruption or corruption of data, any consequential or indirect damages, or any incidental, special, reliance, exemplary, or punitive damages (if applicable), even if advised of the possibility of such damages.

Notwithstanding anything to the contrary in these Terms and service agreement, the Company's total liability to Client in the aggregate for the entire term (and regardless of whether the claims are brought during or after the term) with respect to all claims arising from or related to the subject matter of these Terms as basis for service agreements (including attorney's fees) will not exceed the amount actually paid by Client to the Company for the three (3) month period immediately preceding the month in which the first claim arose. As a further limitation, the Company's maximum liability for any claims relating to services offered or provided by the Company shall not exceed the amount of the aggregate service fee for such service provided on the occasion giving rise to the claim.

The aforesaid limitations will apply to all claims and causes of action, regardless of whether in contract, tort, strict liability, or other theory. Each party recognises and agrees that the warranty disclaimers, limitations of liability, and remedy limitations in these Terms are bases of these Terms as the basis for a service agreement materially bargained for by the parties.

Where physical activity or stunts will take place performed by persons associated with the Client, the Client hereby represents that all such persons are fit, fully qualified, and have obtained the relevant skills and knowledge to carry out such physical activities without supervision, and Client hereby waives, releases and forever discharges to the extent permitted by law any and all claims, causes of action or right that Client otherwise may have against the Company, including the right to sue, its employees or agents for any injuries or claims aforesaid however arising save for wilful misconduct or gross negligence.

11) Entire Terms/Agreement

These Terms and Conditions and resulting agreements together with all the documents referred to herein constitute the entire agreement between the Company and the Client in relation to its subject matter and replace all prior agreements, undertakings, arrangements, or statements (whether oral or written) with respect to the subject matter. The Client acknowledges that these Terms and Conditions constitute/relate to service agreements made with the Company.

12) Termination

Either party may terminate the project by giving 1 month's written notice of termination to the other party, for any reason whatsoever; however, all production phases apply, and work that has begun is chargeable unless both parties agree in writing on another resolution. The Company may terminate the project immediately upon giving written notice to Client if Client becomes unable to pay debts as they become due, ceases to do business, enters into a deed of arrangement, undergoes judicial management, commences the process of liquidation, has a receiver appointed or begins winding up or similar arrangements.

13) Governing Law

The Terms are governed by and constructed in accordance with the laws of the Republic of Singapore, and both parties submit to the non-exclusive jurisdiction of the Singapore Courts in regard to any claim or dispute arising out of these Terms. In any proceeding to enforce any part of these Terms and service agreements, the Company shall be entitled to reasonable attorney's fees in addition to any available remedy. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from these Terms and the remaining provisions shall continue in full force and effect. The provisions of these Terms and service agreements shall survive the project termination without a time limit.

14) Acceptance of Service Quotation / Invoice

Quotations have to be accepted in writing as per all issued/relevant project documents, which instruct the Client on relevant terms of the agreement in reference to these Terms and Conditions or with an Agreement section in the quotation/estimate.

If services are booked ad hoc, the Client will be informed about these Terms and Conditions in the invoice. The Client's payment serves as an acknowledgement of and agreement with these Terms and Conditions.