PMP Agency
CLIENT PRESENTER AGREEMENT
- DEFINITIONS
The following expressions shall have the following meanings:
1.1 “the Agent” means Karen Witchalls-Plunkett trading as PMP Agency;
1.2 “the Artist” means the presenter/voice-over artist secured for the Engagement contracted to the Agent and supplied to the Client by the Agent;
1.3 “the Booking Confirmation Form”means the form specifying the Services to be provided by the Agent to the Client;
1.4 “the Client” means any person who requires Services from the Agent from time to time;
1.5 “the Engagement” means use of the Artist by the Client, or any third party to whom the Client has introduced the Artist, on a permanent or short-term basis and provided for by the Agent;
1.6 “Fee” means the monies payable by the Client to the Agent under Clause 3 for the Services; and
1.7 “the Services” means the agency services required to procure an Engagement supplied to the Client by the Agent.
- ENGAGEMENT
2.1 Where the Client is supplied with Services by the Agent on a short-term basis, one-off basis or, where applicable, a permanent basis, these terms and conditions shall apply.
2.2 The Client procurement of Services shall be in the form of the Engagement in respect of the Services which shall be directly supplied by the Agent incorporating the terms as agreed between the Agent and the Client in the Booking Confirmation Form.
2.3 The Agent and the 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 The Client acknowledges that the Agent shall act in an agency capacity only and that the 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 the Agent has procured or negotiated an Engagement for a the Client, the Agent will be the Client’s agency of record. the Client agrees to refrain from directly or indirectly recruiting any person employed or engaged by the Agent for the purpose of providing the Services, except via the Agent. This includes any future bookings by the Client for an the Artist previously supplied by the Agent. All Engagements must be via the Agent.
- FEES AND ACCOUNTING
3.1 The Fee shall be agreed upon between the Client and the Agent per Engagement and shall vary according to agreed usage. The Fee shall be exclusive of VAT and expenses.
3.2 The Fee shall be non-refundable except in accordance with Clause 6.
3.3 The Client agrees to pay 50% per cent of the Fee prior to commencement of the Engagement once terms are agreed, which is to be received by way of cleared funds and the remainder of the Fee shall be payable within 30 days of the date of invoice. This term shall supersede any previously agreed payment dates.
3.4 The Client agrees 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 the Client but not agreed at time of booking (for example from corporate to commercial usage);
3.4.2 Any additional usage or changes to the use by the Client not agreed at time of booking in the Booking Confirmation Form or change in specifics such as medium, territory or duration;
3.4.2 Any reasonable increase in hourly, daily or set rates (where applicable);
3.4.3 Any changes in the script provided by the Client to the Agent.
3.5 The Client agrees to pay interest on all late payments at a rate of 5% per annum above the Bank of England Base Rate.
3.6 In addition to the Fee, all expenses incurred by the Agent and/or the Artist in connection with the provision of Services and the Engagement and agreed prior to the Engagement as well as all expenses incurred by the Agent in recovering late payments will be re-charged to the Client at cost or as agreed where greater and are payable by the Client upon production of the appropriate receipts by the Agent.
- SERVICES
4.1 Any variation to the Services or the Engagement must be agreed by the 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 the Agent prior to start of the Engagement of such requirement and failure to do so will be the sole responsibility of the Client.
- USAGE AND COPYRIGHT
5.1 The Client agrees that It 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.
5.2 The Client shall be assigned the copyright either for a fixed term or in perpetuity (as a buyout) depending on the terms and usage agreed at the time of booking. This may vary on a case by case basis and on the nature of the Services.
- CANCELLATION
6.1 Unless agreed otherwise by the Agent, in the event that the Client cancels an Engagement with less than 14 days’ notice the Client shall be liable to pay 100% of the Fee as a cancellation charge. If cancellation is made with 15-30 days’ notice the Client shall be liable to pay 75% of the Fee as a cancellation charge. If cancellation is made with 31 days’ notice of the Engagement, the Client shall be liable to pay 50% of the Fee.
6.2 50% of the Fee will be charged if an Engagement is cancelled but rebooked immediately with dates that are agreeable to both parties.
6.3 The Client must notify the Agent immediately in writing of any cancellation in order that the Agent may notify the Artist.
6.4 The Agent may not cancel the Engagement unless due to Force Majeure or illness, death or injury of the Artist. In such cases, the Agent will not be held in breach of contract by the Client.
6.5 In the event of cancellation by the Agent on behalf of the Artist, the Agent may substitute a replacement artist, subject to the Client’s approval (approval not to be unreasonably withheld or delayed).
- CLIENT OBLIGATIONS
7.1 The Client agrees to confirm with the Agent all specifics and terms of Engagement prior to booking.
7.2 The Client agrees to cooperate with the Agent as may be reasonably required.
7.3 The Client agrees that they will be responsible for obtaining any necessary approvals, licences and/or consents where applicable for the use of any copyright material to be used by the Artist in provision of the Services.
7.4 The Client agrees that the Services provided by the Agent shall not be used in a manner likely to bring either the Client, the Artist or the Agent into disrepute
- AGENT OBLIGATIONS
8.1 The Agent shall supply the Services to the Client as specified and agreed between parties at the time of booking.
8.2 The Agent shall reasonably comply with all regulations and statutory obligations regarding the use and storage of information relating to the Client.
- INDEMNIFICATION
9.1 The Client undertakes to indemnify the Agent and keep the Agent fully indemnified from and against all actions, proceedings, claims, demands, costs, (including without prejudice to the generality of this provision, legal costs of the 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 the Client of any of the Client’s undertakings, warranties or obligations under the Agreement.
- DISPUTES
10.1 the Agent expects the Client to act reasonably and professionally in all of their dealings with the Artist where and if applicable. On occasions where the Artist and the Client are in dispute about whether Services have been fulfilled and/or on occasions where the Client may request additional remedial work, the Agent shall arbitrate and have sole discretion in its conclusion. the Client accepts that the Agent’s reasonable decision is final.
- TERMINATION
11.1 This Agreement shall continue until Services have been provided or until a mutually agreed date or until terminated. In addition to any rights or remedies at law, this Agreement may be terminated immediately by the Agent providing written notice to the Client in the event that the Agent reasonably considers that the Client has breached one or more of obligations under this Agreement, including but not limited to:
11.1.2 the Client bringing the Artist and/or the Agent into disrepute;
11.1.3 the Client failing to make any payment within 30 days of invoice;
11.2 Either party may terminate the Agreement by notice in writing to the other if:
11.2.1 the other 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;
11.2.2 the other party commits a material breach of the terms of this Agreement which cannot be remedied under any circumstances
11.3 For the avoidance of doubt, in the event of termination of the Agreement for any of the preceding reasons the Client shall remain liable to the Agent for Fees or any balance outstanding.
- FORCE MAJEURE
12.1 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.
- NOTICES
13.1 For the purposes of the Agreement, notice shall be considered served when emailed to the other party or 48 hours after being sent by recorded first class post to the other party.
- CONFIDENTIALITY
14.1 Save for the Client’s professional legal advisors, the Client undertakes that it shall not, without the written consent of the Agent disclose, reveal or make public any information at any time, in connection with the business of the Agent, the business of any the Artist, or the terms of this Agreement including any fees payable by the Client to the Agent, all of which are to be treated on a strictly confidential basis.
14.2 The confidentiality provisions detailed in Clause 14.1 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.
- JURISDICTION AND APPLICABLE LAW
15.1 This Agreement is made under English law and 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.
- ENTIRE AGREEMENT
16.1 This Agreement and the completed and agreed Booking Confirmation Form constitute 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.
16.2 No modification, amendment or waiver of this Agreement or any provisions of it shall be binding upon either party unless agreed in writing by both parties.
