Terms Of Artist
In order for Smile & Soul to introduce, negotiate and secure Engagements for Artists as appropriate to their talent, capabilities and qualifications, Artists are required to read and accept the following Terms of Business. We, Smile & Soul trade as an Employment Business in compliance with the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as detailed in Statutory Instrument 2003 No. 3319).
You will provide your services to us and we will contract directly with any hirer for the provision of your services.
These terms of business together with any specific terms we agree in relation to each such Engagement will be the terms upon which you supply your services to us. The specific terms we agree for each Engagement will, in these terms of business, be called Terms.
When the Terms have been negotiated and accepted by you and us, you will be under an obligation to perform at that Engagement in accordance with the Terms and to provide your services, through us, to the hirer. We will provide you with written confirmation of the Terms for each Engagement you have agreed to undertake. When agreed by you and us the Terms will be incorporated into these terms of business for the purpose of that Engagement.
You will undertake and perform at each Engagement to the best of your ability. In undertaking any Engagement you will comply with the reasonable instructions of both us and the hirer.
We will agree the fee we pay you for that Engagement as part of the Terms (Fee). Unless we agree otherwise in writing, we will pay you the Fee within 10 days of the date of the Engagement, and any applicable VAT following receipt of an invoice from you, less any monies properly due to us. You acknowledge that we will be paid by the hires directly for the provision of your services and you agree to pay to us any money paid by or on behalf of the hires directly to you or to any person or entity on your behalf in relation to the Engagement. We will from time to time agree a minimum level of Fee you will be prepared to accept for any Engagement and we will not, except in exceptional circumstances, refer to you any Engagement where the Fee is less than the minimum agreed.
The Fee is exclusive of VAT. We will pay any VAT properly payable on the Fee upon receipt from you of a valid VAT invoice on or before the date on which we would pay the Fee. You acknowledge that we will withhold from the Fee any sums we are required by law to withhold or deduct and pay such withholding or deduction to the relevant authority. In such a case, we will provide you with relevant documents evidencing the withholding or deduction. For artists in the EU but outside of the UK, we will supply you with our UK VAT number and your invoice should state ZERO VAT to comply with the EU reverse charge rule.
This is a contract for services and not a contract of service (i.e. this is not an employment contract) and it is not intended to form the basis of an employer/employee relationship between you and us. Accordingly, you are not entitled to any holiday or holiday pay in relation to the provision of your services or your undertaking of any Engagement. If we are required by law or in any agreement with any union or other body to pay you holiday pay, the Fee will be deemed to include such holiday pay. You are responsible for the payment of any tax (whether PAYEE or otherwise), national insurance or other payments on the Fee.
We will pay you the Fee whether or not we receive payment from the hirer. However, if you do not attend any Engagement for whatever reason (except only where your failure to attend and perform at an Engagement is our fault) you will not be paid the Fee for that Engagement.
If you do not honor any Engagement and your failure to honor such Engagement causes us to lose revenue, you will be required to make good such loss, except where your failure to perform is caused by reason of illness or by “Force Manure” (e.g. national mourning, war, fire, strike or lockout directly affecting the venue or by order of any licensing or public authority having jurisdiction). In the case of illness you will be expected to provide us with a medical certificate within seven days.
Except as otherwise agreed (or as set out in these terms of business), in the event that any Engagement is cancelled by the hirer, we will use our reasonable endeavors to find an alternative Engagement for you on the night(s) of the original Engagement on similar terms to the Engagement that has been cancelled. If we find any alternative Engagement, you agree to attend that Engagement on the new Terms. In addition, you will use your reasonable endeavors to find an alternative Engagement on those nights. If neither of us are able to find any alternative/replacement Engagement and the cancellation has taken place less than 6 months from the date the Engagement(s) were due to take place, we shall pay you as follows:
a. where the hirer cancels the Engagement less than 6 months but more than 3 months prior to the date of the Engagement, 25% of the Fee; or
b. where the hirer cancels the Engagement less than 3 months but more than 1 month prior to the date of the Engagement, 50% of the Fee; or
c. where the hirer cancels the Engagement less than 1 month prior to the date of the Engagement, the Fee less any savings (including but not limited to travel costs) you have made by not attending the Engagement.
Any payment made to you by us prior to the Engagement shall be at our discretion and be deemed to be in the form of a loan, repayable immediately on demand, at our sole discretion. You hereby give us permission to reimburse ourselves for any such loan(s) from any Fee we are to pay to you at any time. In the event that you do not perform at any Engagement, you will repay to us such loan(s) within 7 days of the date that the Engagement was due to take place.
We will keep details of contracts, confirmations and/or letters of agreement for work for which we supply you for 1 year after the completion of the relevant Engagement. Such records may be in written or electronic form.
You consent to us processing both the personal information you provide us with and the information we obtain during our appointment. We will be required (and you agree that we may) provide some or all of the personal information that you provide to us to each potential hirer. Aside from this, we will keep the personal information you provide us on file and will use it only as necessary to secure work for you. We will not otherwise divulge such information to third parties without your express consent except where we are required to make any such disclosure to your professional body, required to make any such disclosure by law or as otherwise set out in these terms of business.
You must be aware that if we receive any information about you that indicates that you are unsuitable for any Engagement, we are under a legal obligation to notify the hirer on the same day as discovery, or at the latest the next business day and either terminate the supply of your services to the hirer or to investigate the information we receive. You will on request provide us with such information and documents we require to enable us to properly investigate such information. Following the investigation we may still be required to terminate the supply of your services to the hirer. You will not be paid any Fee for such Engagement.
Please note that in seeking suitable work for you, we may offer your services to other agencies and, where appropriate, will authorise such agencies to collect any fees payable in relation to any Engagement and pay it to us. You agree that we may “sub-contract” our services to other agencies and we will endeavour to ensure that the second agency is ‘suitable’ (as defined by the Regulations). We may provide such second agency with such of your personal details as are required to secure the work in question.
Please note that in seeking suitable work for you we will endeavour to ensure that the hirer is ‘suitable’ (as defined by the Regulations).
We will use our reasonable endeavours to obtain, and make you aware of, any relevant information and/or issues relating to health and safety and any legal requirements you must comply with in any Engagements we supply you for. You, in turn, undertake to keep us fully informed of any aspects of, or changes to, your act or presentation which may have health and safety (or other risk) implications of which we should inform potential hirers.
It is your responsibility to ensure that your equipment (where applicable) is maintained in a safe condition, particularly electrical equipment which should be PAT (Portable Appliance Testing) certified. It is also your responsibility to arrange and keep current the appropriate music license(s) if you are either playing records or are using music copied to other media for public performances.
It is your responsibility to arrange, and keep current, suitable Public Liability insurance. We recommend that this cover should be in the sum of not less than RS. 5,000,000.
If we negotiate an Engagement for you and we subsequently discover your services will be supplied for that Engagement as a result of a previously engaged artiste taking part in an official strike or official industrial action at the same Engagement, we are required by law to cancel the supply of your services for that Engagement. In such a case we will not pay you the Fee.
Our appointment under these terms of business is non-exclusive and you will be entitled to appoint other agents on your behalf. We do not give you any guarantees as to the level of work or number of Engagements that we will introduce to you. You can terminate our appointment by giving us no less than 30 days notice in writing of your intention to do so. We can terminate our appointment by giving you no less than 30 days notice of our intention to stop acting for you. You will not be entitled to terminate these terms of business (or the relevant Terms) in relation to any Engagement for which you have agreed to provide your services.
In the event that we have between us, already in existence, and/or later agree, any sort of exclusive, and/or sole representation and/or management agreement which contains different terms of obligation and/or of notice or termination from those detailed in the preceding paragraph then the preceding paragraph shall not and/or shall no longer apply and, specifically, the 30 day notice detailed shall not apply.
If any Engagement requires you to work with any persons under the age of 18, you will, on request, provide us with such additional information as we require to ensure that you are suitable for that position.
If any Engagement requires that you work away from home, we must ensure that you and/or the hirer have arranged suitable travel arrangements. To that end you will provide us with such information as we require in relation to those arrangements.
If any provision of this agreement should be held invalid it shall to that extent be severed and the remaining provisions shall continue to have full force and effect.
All contracts and agreements shall be construed in accordance with the laws of England and Wales.
The Artiste warrants that they have used their best endeavours and care and skill to select dancers and musicians of good quality and suitable appearance to perform at the Booking.
The Artiste takes full responsibility for the conduct of all dancers, musicians and any other person who accompanies them to the Booking (their ‘Party’) and hereby undertakes and agrees to indemnify the Agent against all costs, liabilities, claims, demands, actions, damages or losses (including legal fees) that the Agent may suffer or incur as a direct or indirect result of the Artiste’s failure to comply with this clause 5. Such costs, liabilities, claims, demands, actions, damages or losses shall be paid by the Artiste to the Agent immediately upon written demand.
The Artiste warrants that all members of their Party are at least 18 years of age.
The Artiste agrees that he or she bears full responsibility for the remuneration of the Party.
Licensing and Intellectual Property Rights
All Artistes hereby grants to the Agent an irrevocable license to use, display and distribute all the copyright and other rights (including without limitation all performers’ property rights under Part II of the Copyright, Designs and Patents Act 1988 throughout the world in all media whether now known or hereafter created or developed for the full period of copyright including all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as possible, in perpetuity) including by way of present assignment of future copyright and all other rights whatsoever in all products of the Artiste’s services hereunder, including, without limitation, all performances and literary, dramatic, artistic and musical material contributed or performed by the Artiste in relation to the Booking (Contribution).
The Artiste hereby irrevocably grants to the Agent worldwide his or her consent to make the fullest use of the Contribution and the right to use and to authorise others to use the Artists name, voice, biography and likeness and the Contribution in connection with the exploitation, advertising and promotion of the business of the Agent.
The Artiste agrees to do all such acts and execute such documents as the Agent may reasonably require to confirm to the Agent or its successors in title and licensees the license of copyright and all other rights assigned or granted or purported to be assigned or granted by the Artiste to the Agent under this Agreement.
The Artiste/s accept/s legal responsibility for all musical, visual and spoken content. Artiste/s agree to conduct themselves at all times in a professional manner, which is deemed reasonable by the Venue Management.
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In no event will Smile & Soul be liable to any party or parties for any degree of direct, indirect, special or other damages, consequential or otherwise, and for any use/misuse of this web site, or on any other hyperlinked web site, including, without limitation, any lost profits, business interruption, loss of programmes or other data on your information handling system or otherwise, even if we are expressly advised of the possibility of such damages.