Terms of Service
Overview of Alpha Story services
This Agreement is between the parties Alpha Story Pte. Ltd. (Company Registration No: UEN 202136423C), a company incorporated under the laws of Singapore and operating the digital platform Alpha Story, (“Provider”), and the user of Alpha Story's services (“Client”). Alpha Story is a public relations tech platform that leverages advanced artificial intelligence to assist users in generating a variety of press materials ranging from press releases, media pitches, byline articles or any other materials deemed fit to be used for engagement with members of the media in accordance with Alpha Story's capabilities. The platform offers various packages which are tailored to meet diverse public relations needs.
BACKGROUND
The Client has agreed to appoint Alpha Story to provide public relations services, and Alpha Story has agreed to such an appointment, in accordance with the terms and conditions of this Agreement.
NOW IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 The words and phrases defined in the Appendix shall have the meanings assigned to them.
2. Appointment and Terms of Service
2.1 The Client appoints Alpha Story to carry out, and Alpha Story agrees to provide, the Services to the Client in relation to the Campaign described in Schedule A and in accordance with the terms and conditions of this Agreement.
2.2 This Agreement shall commence at the date of payment (the “Commencement Date”) and shall continue in full force and effect in line with the agreed service obligations as stated in the Stripe payment link unless it is terminated sooner in accordance with Clause 11.
2.3 If more time is required to complete the Service, Alpha Story may at its own discretion extend the Term at the same price and on the same terms and conditions. The Client shall comply with the said extension and any variations or additional terms and conditions Alpha Story may impose. The Client will not be required to pay additional fees beyond the stipulated monthly amounts in line with the agreed upon payment package, regardless of Campaign duration.
2.4 If at such time the Campaign duration is extended for up to two months beyond the end of originally agreed upon Campaign duration due to communication delays with external stakeholders, Alpha Story reserves the right to terminate the contract if the Campaign extends beyond the two months. Any further extension must be settled upon through mutual agreement and confirmed in writing.
2.5 At any time during the Campaign, the Client may elect to pause the Campaign once, for a period of up to two months, by giving Alpha Story two weeks' written notice and prepaying the next invoice as a commitment to continuing the campaign thereafter.
2.6 The pause in the Campaign shall take effect after the later of:
2.6.1 the two weeks' notice, or
2.6.2 the Client's compliance with all of its due and outstanding obligations under this Agreement.
2.7 The Campaign shall resume upon the expiry of any pause, or earlier if any Party gives the other Party [two weeks'] notice in writing.
2.8 Upon the resumption of the Campaign after a pause, Alpha Story shall be entitled to assign any of its consultants to the Campaign at its sole discretion.
2.9 The timeline of the Campaign shall be revised accordingly to reflect the duration of a pause, including any abridged pause referred to in Clause 2.8.
3. Responsibilities of Alpha Story
3.1 Alpha Story shall perform the Services with reasonable skill and care, to a standard to be reasonably expected from a competent and professional supplier of public relations services, having regard to Alpha Story’s unique approach to the provision of public relations services.
3.2 Alpha Story may appoint sub-contractors to perform any of the Services. Alpha Story acknowledges that such sub-contracting shall not release Alpha Story from any of its contractual obligations under this Agreement and Alpha Story shall remain fully responsible for the performance of such Services.
4. Responsibilities of the Client
4.1 The Client undertakes promptly to provide Alpha Story with all information, assistance and materials that Alpha Story requests from time to time to facilitate the proper and timely performance of the Services.
4.2 The Client warrants that to the best of its knowledge and belief, all information provided by it to Alpha Story is accurate and complete.
4.3 The Client agrees to notify Alpha Story of any inquiries related to the Campaign(s) from the media and further agrees not to discuss the Campaign(s) to any reasonably significant extent with any representative of the media other than through or with the knowledge of Alpha Story.
5. Fees
5.1 The Fees for all Services relating to the Campaign shall be stated clearly in the Stripe plan.
5.2 If it is agreed that Alpha Story shall provide services that are outside the scope of the Services, or that the scope of an agreed Campaign shall be extended, Alpha Story reserves the right to charge a further fee for any such additional work.
5.3 All fees paid shall not be refundable.
6. Payment Terms
6.1 Fees shall be invoiced in accordance with Schedule B. The first invoice shall be billed upon signing of this agreement and subsequent invoices are to be billed within the first week of the respective months. Subject to Clause 6.4, all invoices issued by Alpha Story shall be immediately due and payable upon the expiry of 14 days after the date of the invoice.
6.2 All payments due to Alpha Story under this Agreement shall be made either through Stripe payments platform in the agreed upon currency, or directly to a bank account in Singapore designated by Alpha Story, who shall not be responsible for any and all charges and fees in connection with the bank transactions.
6.3 If the Client fails to pay Alpha Story any invoice on its due date, without prejudice to any other right or remedy available to Alpha Story, Alpha Story shall be entitled to immediately suspend the performance or further performance of its obligations without liability to the Client, until the invoice which is due and payable is paid in full, including any interest levied.
6.4 If the Client, in good faith, disputes an invoice in whole or in part, it shall submit a written notice of such dispute to Alpha Story, together with such supporting documentation, to the reasonable satisfaction of Alpha Story, to substantiate such dispute, within three days after the date of the invoice. The Parties shall cooperate to investigate the dispute and resolve it within three days of the receipt by Alpha Story of such written notice. In the event such dispute is discovered to be a result of any error on the part of Alpha Story, Alpha Story shall waive interest on the disputed amount from the date payment becomes due until the date that of full payment of the disputed amount.
6.5 All sums referred to in this Agreement shall be payable in full without deduction or withholding for or on account of any taxes, duties or levies; shall not be retained, withheld or set-off as a result of any cross claim or set-off that may be alleged against Alpha Story; and are exclusive of GST.
6.6 The Client shall be liable to pay interest on any overdue amount at the rate of 12% per annum, which interest shall accrue on a daily basis from the date payment becomes due until the date that Alpha Story has received payment of the overdue amount together with all accrued interest. This right extends to any part of an invoice for which payment that may have been withheld pursuant to any disputed invoice in Clause 6.4 should it subsequently be established that the amount in question was invoiced in accordance with this Agreement and/or there was no error on the part of Alpha Story.
7. Approvals and Authority
7.1 Alpha Story shall provide the PR Plan and Media Pitch/Press Release (“PR Story”) document to the Client for review. Upon review, the Client shall provide Alpha Story a general Written Approval for the PR Plan and the PR Story, such approval not to be unreasonably withheld, conditioned or delayed.
7.2 After obtaining a general Written Approval for the PR Plan and PR Story, Alpha Story shall submit to the Client for specific approval of all draft press releases, articles, photographs, captions, copy, layouts, artwork and/or scripts. Written Approval by the Client of drafts and proofs shall be taken by Alpha Story as authorisation to proceed to dissemination and publication.
7.3 Alpha Story shall take all reasonable steps to comply with any requests from the Client to amend or halt any plans or to cancel any schedules or work in progress, insofar as this is possible within the scope of its contractual obligations to its suppliers. Any amendments or cancellation shall be implemented by Alpha Story, provided that the Client shall be responsible for any costs or expenses incurred or to which Alpha Story is committed prior to, or as a result of, the cancellation or amendment. The Client shall also pay Alpha Story’s Fees covering the cancelled or amended Services, as well as any charges imposed on Alpha Story by third parties arising from the cancellation or amendment.
7.4 The Client undertakes to notify Alpha Story forthwith if the Client considers that any statement made in any document submitted by Alpha Story to the Client for approval is incorrect or misleading in any way, or is likely to give rise to any claim or action against Alpha Story, whether for defamation or otherwise.
7.5 The Client shall keep Alpha Story fully indemnified against any costs, claims, proceedings or demands arising out of or in connection with any press releases, publications or other material prepared for the Client by Alpha Story and approved by the Client prior to publication or transmission.
8. Intellectual Property Rights
8.1 It is the intention of the Parties that the Client should hold a licence in the Contract Materials. Upon the Client’s request, and provided the Client has complied with all of its obligations under this Agreement (including, without limitation, those relating to payment and period of notice), Alpha Story shall grant to the Client a licence for the use of the Contract Materials throughout Singapore. The term of such licence shall be the duration of the Campaign for which such Contract Materials were created (the “Licence Period”). Alpha Story shall also waive any Moral Rights in Contract Material for the Licence Period.
8.2 Notwithstanding Clause 8.1, Alpha Story may use any of the Materials or Contract Materials for the purposes of internal training or in the promotion of Alpha Story, unless at the express written request of the client and agreed upon by Alpha Story signed before commencement of the PR Campaign.
9. Confidential Information
9.1 The Parties acknowledge a duty not to disclose during or after the Term, without the other Party’s prior written permission any Confidential Information either concerning the other Party’s business, its business plans, customers or associated companies or resulting from studies or surveys commissioned and paid for by the Client. The Parties also acknowledge that the terms and conditions of this Agreement including (without limitation) those relating to Alpha Story’s remuneration are confidential information and cannot be disclosed without the prior Written Approval of the other Party.
9.2 During and after the Term, Alpha Story acknowledges its responsibility to treat in complete confidence all the marketing and sales information and statistics relating to the Client’s business with which the Client may supply Alpha Story in the course of any work for the Client.
9.3 From now on in this Clause 9 “Information” shall be used to describe the categories of information referred to in sub-Clauses 9.1 and 9.2.
9.4 For the avoidance of doubt, the restrictions in this Clause 9 shall not prevent:
9.4.1 the disclosure or use of Information in the proper performance of Alpha Story’s duties;
9.4.2 the disclosure of Information if required by law; or
9.4.3 the disclosure of Information which has come into the public domain otherwise than through unauthorised disclosure.
9.5 The Client acknowledges that nothing in this Agreement shall affect Alpha Story’s right to use as it sees fit any general intelligence gained by Alpha Story in the course of its appointment.
9.6 The Client hereby grants its approval for Alpha Story to advertise or publicly announce that it is undertaking work for the Client pursuant to this Agreement.
10. Liability
10.1 The Client shall ensure the content in the Contract Materials complies with all applicable legislation. Where necessary, the Client shall, at its own expense, ensure that it takes all measures to ensure such compliance, which includes, but is not limited to, seeking advice from its auditors and other advisors, legal or otherwise, before publication.
10.2 If there is an error in the Contract Materials as published, or publication is delayed or does not occur as planned, Alpha Story will not be liable unless this is caused by its default or neglect.
10.3 Should Alpha Story or its employees sustain any loss or liability, costs (including legal costs) or damages as a result of the Client’s breach of this Agreement, the Client shall indemnify Alpha Story subject to the provisions of Clause 10.6.
10.4 Nothing in this Agreement shall exclude or in any way limit Alpha Story’s liability for fraud or for death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law. Subject to this:
10.4.1 Alpha Story shall not be liable for: (i) any loss or damage suffered by the Client arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Client or arising from any cause beyond Alpha Story’s reasonable control; or (ii) any delay in or omission of publication or transmission or for any error in any press or other publication unless such delay, omission or error is due to Alpha Story’s own default or neglect;
10.4.2 Alpha Story shall not be liable for any loss of actual or anticipated income or profits, loss of contracts or for any special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known; and
10.4.3 Alpha Story’s maximum aggregate liability to the Client under or in connection with this Agreement whether such claim arises in contract or in tort (including negligence), or otherwise shall in no circumstances exceed the amount of Fees actually received by Alpha Story from the Client.
10.5 This Agreement states the full extent of Alpha Story’s obligations and liabilities in respect of the Materials and the performance of the Services. The parties agree that any condition, warranty, representation or other term concerning the Materials and/or the performance of the Services which might otherwise be implied into or incorporated in this Agreement, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by law.
11. Termination
11.1 Subject to Clause 11.2, the Agreement may not be terminated during the first 30 days of the Term. Thereafter, either Party may terminate this Agreement by giving the other Party 30 days’ notice.
11.2 Notwithstanding Clause 11.1, Alpha Story shall have the right, but not the obligation, to terminate the Agreement within 14 days of the Commencement Date if Alpha Story discovers (or is made aware of) any information that was not disclosed to it prior to this Agreement that, in the sole opinion of Alpha Story, materially changes Alpha Story’s ability to perform the Services. This includes information that affects the Angle, Story or Deliverables.
11.3 If payment is not made by the Client to Alpha Story in accordance with Clause 6, and the Client shall not have remedied the breach within seven days of written notice to do so, Alpha Story shall have the right to terminate this Agreement immediately by service of notice in writing.
11.4 Alpha Story may terminate this Agreement immediately by service of notice in writing, and with no obligation to make any refund to the Client, if the Client:
11.4.1 conducts itself improperly, including (without limitation) towards Alpha Story’s consultants;
11.4.2 uses derogatory or inappropriate language, including (without limitation) towards or about Alpha Story or its consultants;
11.4.3 despite evidence to the contrary, refuses to recognise the work Alpha Story had completed or alleges that Alpha Story had not performed its duties; or
11.4.4 is, in the reasonable opinion of Alpha Story, uncommunicative for an unreasonable period of time, regardless of whether it affects Alpha Story’s ability to perform the Services in a proper and timely manner.
11.5 In addition to Alpha Story’s rights under Clauses 11.3 and 11.4, either party may terminate this Agreement forthwith upon written notice to the other in the event of:
11.5.1 any material breach of this Agreement by the other party, which breach is not remedied (if capable of remedy) within seven days after the service of a written notice specifying the nature of the breach and the steps required for its remedy;
11.5.2 the other party becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of debt; or ceases or threatens to cease to carry on business.
11.6 The termination of this Agreement shall be without prejudice to the accrued rights of either Party, including (without limitation) the liability of the Client to Alpha Story for all Fees due in respect of Services performed up to the effective date of termination.
12. Force Majeure
12.1 Alpha Story shall not be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control, and such cause or circumstance whatsoever could not reasonably have been foreseen at the time of the conclusion of this Agreement (an “Event of Force Majeure”), provided the same arises without the fault or negligence of such party. Alpha Story shall use its reasonable endeavour to minimise the effects of any Event of Force Majeure.
12.2 Immediately upon becoming aware of any Event of Force Majeure, Alpha Story shall notify the the Client of the manner and extent to which its obligations are likely to be prevented or delayed and the date(s) for performance of the obligation(s) affected shall, subject to Clause 12.4, be postponed for so long as is made necessary by the Event of Force Majeure.
12.3 No Event of Force Majeure will affect or excuse the Client’s liabilities or its obligation to pay the Fees or any other monies under this Agreement.
12.4 If any Event of Force Majeure continues for a period of or exceeding [two] months, either party may terminate this Agreement with immediate effect by giving written notice to the other party and neither shall be liable to the other for such termination.
13. Survival
13.1 Clauses 8 (Intellectual Property Rights), 9 (Confidential Information), 10 (Liability), 14 (Notice) and 15 (General) shall survive the end of the Term.
14. Notice
14.1 Any correspondence, document, notice or other communication which either Party is required or permitted by this Agreement to serve on the other party shall be in the English language in writing, and shall be sufficiently served when sent by email to both PR@alphastory.co and CC’d to the Senior PR Manager of Alpha Story at daniel@alphastory.co, or to the Client at the business email address provided by the Client. For the avoidance of doubt, this shall not apply to the service of process.
15. General
15.1 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any term of this Agreement.
15.2 The failure or delay of either Party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that Party's right later to enforce or to exercise it.
15.3 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
15.4 Any valid alteration to or variation of this Agreement must be in writing.
15.5 This Agreement and the documents referred to in it (the “Contractual Documentation”) constitutes the entire agreement and understanding of the Parties and supersedes all prior communications and any previous agreement between the Parties relating to the subject matter of this Agreement, whether oral or in writing. The Parties agree that neither of them have been induced to enter into any Contractual Documentation in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in this Agreement. The only remedy available to the Parties in connection with any statements, representations, warranties and understandings expressly set out in this Agreement shall be for breach of contract as provided in this Agreement. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.
15.6 This Agreement shall be governed by and construed in accordance with the laws of Singapore and each Party hereby irrevocably agrees to submit to the exclusive jurisdiction of the courts of Singapore over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.
By checking the box in the Stripe payment link, Client hereby accepts and agrees to be bound by all terms of this Agreement, which shall constitute valid electronic acceptance in accordance with the laws of Singapore and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.
APPENDIX
SCHEDULE A
DELIVERABLES
Payment in full is a condition precedent to Alpha Story's commencement of any PR Campaign services hereunder. The service plans offered are differentiated primarily by: (i) the duration of the Campaign; (ii) the quantity of PR stories to be produced by Alpha Story; and (iii) the minimum number of guaranteed media features. Supplementary services may be provided at additional cost upon Client's written request or as mutually agreed upon in writing as part of the Stripe plan between Client and Alpha Story.
Every PR Campaign package plan includes the following:
1. PR Plan and Strategic Counsel
- Strategic counsel and planning for overall media relations and engagement campaign
- Development of PR plan including provision of newsworthy pointers and story bank for media pitching
- Development of customised media list
2. Dissemination & Facilitation of Media Interviews
- Dissemination of media content pieces to targeted media for coverage via Alpha Story platform
- Coordination and facilitation of media interview opportunities with the identified spokesperson
3. Media Monitoring Report
- Preparation and maintenance of a live coverage tracker: Includes media outlet, media type, media clipping, AVE, PR Value and monthly circulation
- 1x end of campaign report
Each PR Campaign package plan is distinguished by key deliverables for fulfilment, as agreed upon in the chosen Stripe plan:
4. Generation of PR Stories
- Each press release/media pitch developed counts as an individual content piece towards the agreed upon number of "PR Stories" (up to four rounds of revisions each) to be developed by Alpha Story as part of the Stripe plan
- Research and drafting of content based on agreed angles with the support of Alpha Story AI tool and consultants
- Alpha Story's obligation to produce a PR Story pursuant to the selected Stripe plan shall be deemed fully satisfied and discharged when: (i) the PR Story has been finalized to the mutual satisfaction of both Client and Consultant, as evidenced by their express agreement thereto; and (ii) such PR Story has been subsequently disseminated to relevant media representatives and/or journalists in accordance with standard industry practices
5. Securing of Media Features
- Dissemination of media content pieces to targeted media for coverage via Alpha Story platform
- Coordination and facilitation of media interview opportunities with the identified spokesperson
- A media feature is defined as a single instance of published content in a publication's print/audio broadcast/digital platform and/or official social media. This also includes compilation stories, brand mentions in write-ups, and popular online blogs.
- The minimum feature guarantee obligation of Alpha Story, as expressly enumerated and set forth in the Client's selected Stripe plan, shall be deemed fully satisfied and discharged when the aggregate number of published media features resulting from all PR Stories produced under said plan equals or exceeds the minimum quantity specified therein. For purposes of this Agreement, 'published media features' shall refer to any and all instances where content from a PR Story appears in media outlets accessible to the public, regardless of format or distribution channel, provided such publications can be reasonably verified by the parties hereto.
6. Social Media Content Generation
- Supplementary services such as social media content generation may be provided as part of a Stripe plan if expressly agreed upon between the Client and Alpha Story in writing.
From time to time, we may also generate Custom Plans for the Client subject to their deliverables as agreed at point of sale, which may include a variety of customized service offerings beyond the above stated. The exact terms for these will be listed in the customized quotation.
SCHEDULE B
PAYMENT SCHEDULE
1. The Client shall pay the Fees to Alpha Story on a monthly basis in line with the selected Stripe plan, unless otherwise stated, as part of the agreed upon quotation.
2. Alpha Story shall prepare and deliver to the Client invoices for the Fees in accordance with the schedule above. Such invoices shall state the Fees and GST payable (where applicable).
3. Fees settled upon as part of the Stripe plan exclude third party vendor liaison for events, design work, logistics for media drops, and Out of Pocket expenses for engagement activities (i.e. couriers, printing, transport, collaterals).
4. All Fees are subject to prevailing GST unless the contrary is expressly stated. Where all or any part of the Fees are expressly stated to be inclusive of GST, GST shall be payable, where applicable, to all or such part of the Fees.
5. The Client may prepay the balance of the Fees at any time without premium or penalty.
6. All Fees paid shall not be refundable.
