Skip to main content

Legal Support

Disclaimer: The National Arts Council (“NAC”) makes available the content, information and materials (“Content”) on the NAC Arts Resource Hub website for general informational purposes only. Nothing on the Arts Resource Hub website should be taken, or be construed in any way, as legal advice, personal advice, or professional advice of any kind on any matter. The Content on the Arts Resource Hub website is entirely informational, offering readers general information and resources. NAC shall not assume any responsibility or legal liability whatsoever by any and all reliance which you may have on the Content on the Arts Resource Hub website. Any reference to any Content is not meant to imply NAC’s approval or endorsement to the Content.

The Arts Resource Hub website may contain hyperlinks to other resources maintained by third parties on the Internet. These links are provided solely as a convenience to you to help you identify related information. Any reference to any resources is not meant to imply an approval, endorsement, affiliation, sponsorship or other relationship to the linked site or its operator, contents or trade names, logos, symbols, service marks or other intellectual property rights associated with the hyperlinks, citations or URLs we provide. NAC accordingly disclaim all liability in respect to any decisions or actions, or lack thereof based on any or all of the contents of any third-party site.

 

The National Arts Council (NAC)’s Arts Resource Hub (ARH) aims to support arts Self-Employed Persons (SEPs) and freelance practitioners in Singapore to unlock new opportunities and grow meaningful careers for the long term. ARH aggregates useful key points to note about written contracts, Intellectual Property (IP) and copyright, and how to set up an arts business entity for arts SEPs and freelancers who are independent contractors that provide a service to hirers at their own risk.

Written Contracts

It is best to document agreed on terms and conditions between you and your hirer through a written contract, to avoid disputes later. Before a contract is enforceable, you must be clear of the following:

a) Your hirer has offered the project to you with agreed and clearly stated terms;

b) You have accepted the agreed and clearly stated terms in writing; and

c) There is a clear intention from both parties to create this legal relation.

The signing of a contract typically involves the handwritten signatures of you and your hirer. However, the Electronic Transactions Act (Cap.88, 2011 Rev.Ed. Sing.) allows for electronic records to be used in expressing and accepting an offer to form a binding contract. Arts SEPs and freelancers must be careful with off-hand responses to job offers or terms within the job offer discussed via email or messaging platforms such as Whatsapp and Telegram, as the offer may be a valid offer and your response may be taken as a binding and enforceable written agreement.

Boilerplate Legal Clauses

The term ‘boilerplate clauses’ refers to relatively standard clauses which tend to be agreed upon between you and your hirer with little or no negotiation.

  • Exclusion of Liability or Limitation of Liability

This is a clause in your contract that excludes or limits your hirer’s liability for anything from breach of contract to negligence. Hence, always negotiate for a fair limit to your liability before signing on the dotted line. That said, in Singapore, the Unfair Contract Terms Act (Cap.396, 1994 Rev.Ed. Sing.) also acts as a safeguard to protect persons in a weaker bargaining position.

  • Dispute Resolution/Recourse

This is by far the most important clause to have in any contract as it stipulates how any dispute that may arise between you and your hirer will be resolved. Mediation is usually the least expensive and the least time-consuming amongst the various forms of dispute resolution.

  • Force Majeure

This clause protects both you and your hirer against a failure to perform or fulfil contractual obligations arising from unforeseeable circumstances beyond the control of either of you, such as natural disasters, like an earthquake or flood. This clause may also include how your fees or compensation will be handled in such cases.

  • Governing Law

A governing law clause specifies which laws will govern the interpretation and enforcement of the terms of your contract. The choice of law usually reflects the country where you or your hirer is situated in or where the subject matter of the contract is situated.

Dispute Resolution

It is recommended that you and your hirer first use negotiation or mediation with an aim to achieve an amicable resolution to the dispute, should it happen. If you and your hirer are unable to resolve this amicably, you may wish to turn to the Dispute Resolution/Recourse clause in your written contract.

Primarily, there are three types of dispute resolution – MediationArbitration and Litigation. Always resolve any dispute through mediation or arbitration first, with litigation as your last resort as it is costly and time-consuming.

Other useful related websites and pages include Law Society Pro Bono Services’s arbitration and mediation pages, Singapore International Arbitration Centre as well as Singapore Mediation Centre.

Breach of Contract

If you breach your contract, and depending on the seriousness of your breach, you may suffer termination by your hirer, a demand for damages, or worse, being sued and taken to court. If you breach your contract because of reasonable causes, e.g. discovering you have a critical illness, then there might be room for negotiation with your hirer. However, if negotiations fail between you and your hirer, seek third party assistance, e.g. through the use of mediation services.

If your hirer breaches the contract e.g. failing to pay you on time or failing to pay you the agreed amount, exercise the Dispute Resolution/Recourse clause in your written contract. Generally, the recourse available to you includes:

a) termination of contract;

b) claim for damages;

c) specific performance of an act (which is usually a term stated in the contract) e.g. to return all copyrighted materials to you;

d) injunction requiring a party to do or cease to do an action.

Samples

Setting Up an Arts Business Entity

While you may opt to work as an independent freelancer, if you are considering setting up an arts business, here are some possible considerations and practicalities on how to do so.

Arts Business and the Type of Legal Entity

It is possible to manage your arts projects without a formal legal structure, whereby you exercise your profession under your full name. Without a legal structure you have full flexibility, for example, to not hold meetings in a specific format or pay any registration or annual fees.

When your projects grow larger and more complex, you may consider adopting a legal structure for your arts business. Choosing the most appropriate structure is dependent on the aim of the business, its mission, objectives and priorities. Do keep in mind that certain legal structures limit your liabilities and protect your personal assets, while some government grants and concessions are only available to organisations that exist as formal legal entities. For more information on the types of legal structures and the pros and cons, click here.

Registering an Arts Business Entity

Registration of most legal structures is done through the Accounting and Corporate Regulatory Authority (ACRA). You can register through ACRA by submitting an application online via Bizfile and paying the applicable registration fee.

ACRA’s website contains useful know-how on registration of a local business. For registration of a Society, you can refer to the Registry of Societies; for registration of a Charity, you can refer to the Charity Portal; and for registration of a Co-operative, you can refer to the Registry of Co-operative Societies. Alternatively, you may wish to engage the services of a professional firm to submit your online application at a reasonable fee.

Selecting a Name for an Arts Business Entity

You are generally free to select any name for your arts business as long as the Accounting and Corporate Regulatory Authority (ACRA) is of opinion that the name is not deemed “undesirable”, i.e. obscene, offensive or vulgar; identical to that of another business; identical to a name already reserved by another business; or a name that the Minister of Finance will not accept, e.g. Temasek.

For more information on how to choose a business name via ACRA, click here.

Financing an Arts Business Entity

Possible avenues of funding include:

  • Apply for a grant
  • Get a loan
  • Sell part of your business
  • Seek crowdfunding

For other options, you may refer here for more information. If you have a charity as your registered organisation, you can conduct fundraising for donations and sponsorship in cash or in-kind.