DENTON EVENTS LIMITED
CLIENT SPEAKER AGREEMENT
The following expressions shall have the following meanings:
1.1 “Client” means any person who requires Services from Agent from time to time;
1.2 “Artist” means the voice over artist secured for the Engagement contracted to Agent and supplied to Client by Agent;
1.3 “Services” means the agency services required to procure an Engagement supplied to Client by Agent;
1.4 “Engagement” use of the Artist Services by Client, or any third party to whom Client has introduced Artist, on a permanent or short-term basis and provided for by Agent
1.5 “Fee” means the monies payable from Client to Agent for Services provided;
2.1 Where Client is supplied with Services by Agent on a short-term basis, one-off or where applicable, a permanent basis.
2.2 Client procurement of Services shall be in the form of the Engagement in respect of the Services which shall be directly supplied by Agent incorporating the terms as agreed between the Agent and Client.
2.3 Agent and Client agree to negotiate each Engagement including specifics and the agreement of the Fee. Fees shall vary according to usage agreed upon on a case by case basis.
2.4 Client acknowledges that Agent shall act in an Agency capacity only and that Agent is not responsible or liable for creative input or direction in respect of the Services.
2.5 Whilst this Agreement is non-exclusive, where Agent has procured or negotiated an Engagement for a Client, Agent will be Client’s agency of record.
2.5 Client agrees to refrain from directly or indirectly recruiting any person employed or engaged by Agent for the purpose of providing the Services, except via the Agent. This includes any future bookings by Client for an Artist previously supplied by Client. All Engagements must be via the Agent.
2.6 The terms of this Agreement shall be applicable for all Engagements made via Agent for Artist to provide Services to Client.
3. FEES AND ACCOUNTING
3.1 The Fee shall be agreed upon between Client and Agent per Engagement and shall vary according to agreed usage. Fees shall be exclusive of VAT.
3.2 The Fee shall be non-refundable except in accordance with Clause 6.4
3.3 Client agrees to pay 50% per cent of the Fee prior to commencement of the Engagement once terms agreed, which is to be received by way of cleared funds and the remainder of the Fee shall be payable within 30 days of receipt of invoice. This term shall supersede any previously agreed payment dates.
3.4 You agree that the Agent is entitled to vary the Fee or charge an additional fee in the following circumstances:
3.4.1 any additions or changes to the Services requested by Client but not agreed at time of booking (for example corporate to commercial usage)
3.4.2 any additional usage or changes to the use by Client not agreed at time of booking or change in specifics such as medium, territory, duration
3.4.2 any reasonable increase in hourly, daily or set rates (where applicable)
3.4.3 any changes in script provided by Client to Agent shall incur an additional Fee (where applicable)
3.5 You shall agree to pay interest on all late payments at a rate of 5% per annum above the Bank of England Base Rate.
3.6 All expenses incurred by Agent and/or Artist in connection with the provision of Services and the Engagement and agreed prior to the Engagement as well as all expenses incurred by Agent in recovering late payments will be re-charged at cost or as agreed where greater and are payable by Client upon production of the appropriate receipts by Agent as well.
4.1 Any variation to the Services must be agreed by Agent in writing.
4.2 Services are commissioned on the basis of a script supplied and deemed approved by the Client, if the Client should require a preliminary guide track they must notify Agent prior to start of the Engagement of such requirement and failure to do so will be the sole responsibility of the Client.
5. USAGE AND COPYRIGHT
5.1 You agree that you shall restrict the usage of the Services to the agreed usage only. The specifics of the agreed usage including medium, whether corporate or commercial usage, territory and the duration shall be agreed at the time of the booking of each Engagement. Any further usages shall be subject to possible further fees under Clause 3.4 hereunder.
5.2 Client shall be assigned the copyright either for a fixed term or in perpetuity (as a buyout) depending on the terms and usage agreed upon at the time of booking. This may vary on a case by case basis and on the nature of the Services.
6.1 In the event that Client cancels an Engagement with less than 24 hours notice they shall then be liable to pay 100% of the Fee as a cancellation charge. If cancellation is made with less than 72 hours notice then they shall be liable to pay 50% of the Fee as a cancellation charge.
6.2 Client must notify Agent immediately in writing of any cancellation in order that the Agent may notify the Artist.
6.3 Agent may not under any conditions cancel the Engagement unless due to Force Majeure or illness with respect of Artist. In such cases, Agent will not be held in breach of contract by the Client.
6.4 In the event of cancellation by Agent on behalf of Artist, Agent may substitute a replacement artist, subject to the Client's approval (approval not to be unreasonably withheld or delayed).
7. CLIENT OBLIGATIONS
7.1 Client agrees to confirm with Agent all specifics and terms of Engagement prior to booking
7.2 Client agrees to cooperate with Agent as may be reasonably required.
7.3 Client agrees that they will be responsible for obtaining any necessary approvals, licenses and/or consents where applicable for the use of any copyright material obtained in or from the inclusion of any Artist in provision of the Services.
7.4 Client agrees that the Services provided by Agent shall not be used in a manner likely to bring either Client or Agent into disrepute
8. AGENT OBLIGATIONS
8.1 Agent shall supply the Services to Client as specified and agreed between parties at the time of booking.
8.2 Agent shall provide the Services to a reasonable standard and in accordance with recognised codes of practice and statutory obligations.
8.3 Agent shall reasonably comply with all regulations and statutory obligations regarding the use and storage of information relating to Client and in line (where applicable) with the Data Protection Act 1998.
9.1 Client undertakes to indemnify Agent and keep Agent fully indemnified from and against all actions, proceedings, claims, demands, costs, (including without prejudice to the generality of this provision, legal costs of Agent) awards and damages howsoever arising directly or indirectly as a consequence of the use of the Services or as a result of any negligence and/or breach or non-performance by Client of any of Client’s undertakings, warranties or obligations under the Agreement.
10.1 Client agrees that any amendments required to any of the Services relating to mispronunciation or other errors must be notified to Agent within 48 hours of completion of the relevant Services.
11.1 Agent expects Client to act reasonably and professionally in all of their dealings with Artist where and if applicable. On occasions where Artist and Client are in dispute about whether Services have been fulfilled and/or on occasions where Client may request additional remedial work, Agent shall arbitrate and have sole discretion in its conclusion. Client accepts that Agent’s reasonable decision is final.
12.1 Agreement shall continue until Services have been provided or at a mutually agreed date or until terminated. In addition to any rights or remedies at law, this Agreement may be terminated immediately by Agent providing written notice to Artist in the event that Agent reasonably considers that Artist has breached one or more of obligations under this Agreement, including but not limited to:
12.1.2 Client bringing Artist and/or Agent into disrepute;
12.1.3 Client has failed to make over any payment due within 60 days of the sum being requested.
or either party may terminate the Agreement by notice in writing to the other if:
12.1.4 Either party commits a material breach of the terms of this Agreement and fails to remedy such a breach where applicable within a reasonable time of being given written notice from the other party.
12.1.5 Either party commits a material breach of the terms of this Agreement which cannot be remedied under any circumstances
12.2 For the avoidance of doubt, in the event of termination of the Agreement for any of the preceding reasons Client shall remain liable to Agent for Fees or any balance outstanding.
13. FORCE MAJEURE
13.1 Neither party will be responsible to the other for any failure or delay in performing any of their obligations under this Agreement occasioned by any causes beyond its control including, without limitation, any acts or omissions of the other party, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, international trade embargoes, insurrections or acts of God. If any such delay occurs, any applicable time period is automatically extended for a period equal to the time lost, provided that the party affected makes reasonable efforts to correct the reason for delay and gives to the other party prompt notice of the delay.
14.1 For the purposes of the Agreement, notice shall be considered served when both emailed and sent by recorded first class post to the other Party.
15.1 Save for Client’s professional legal advisors, Client undertakes that it shall not, without the written consent of Agent disclose, reveal or make public any information at any time, in connection with the business of Agent, the business of any Artist, or the terms of this Agreement including any fees payable by Client to Agent, all of which are to be treated on a strictly confidential basis.
15.2 The confidentiality provisions detailed in Clause 14 above, are not applicable to any information already in the public domain or in the event that the Parties mutually agree in writing to disclose information in the form of an advertisement, promotional document or event.
16.1 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim, arising out of or in connection with this Agreement.
17. ENTIRE AGREEMENT
17.1 This Agreement constitutes the entire terms agreed between the Parties and supersedes all previous agreements, undertakings, promises and representations made by either Party to the other, whether oral or in writing. Any amendment or alteration to this Agreement shall be in writing and signed by a duly authorised representative of either party.
17.2 No modification, amendment or waiver of this Agreement or any provisions of it shall be binding upon either Party unless confirmed in writing.