1. Parties

A.That’s What They Said Ltd Company Reg No is 15262856 and whose registered office is at  85 Coleridge St, Hove, England BN3 5AA (“the Agent” or “Us or We” ); and

B.“the Client” or “You” (each of the Agent and the Client being a party and together the Agent and the Client are the parties). 

2. DEFINITIONS

The following expressions shall have the following meanings:

 Agent means THAT’S WHAT THEY SAID Ltd of 85 Coleridge Street, Hove BN3 5AA;

 Client means any person who employs Services from the Agent;

 Artist means the performer secured for the Engagement;

Services means the agency services required to procure an engagement.

Engagement means the employment or 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 under any form of contract or relevant agreement;

Performance Fee OR Basic Session Fee means the performance monies due to the Artist from the Client for the Engagement which must be paid within 30 days of the date on the Invoice. 

Usage or Use Fee means the fee due to the Artist for the use of the performance in the material to advertise the product, service or cause, for the specified usage period. 

Use Fee Payment Schedule requires that the Client shall pay to the Agent the appropriate Use Fee not later than the second month following that in which a transmission of the commercial occurs, by way of illustration transmissions occurring in the month of January shall be payable by 31 March. Use Fee shall be paid without an invoice being required. If the usage changes or the period of use is extended, the extra fees for usage should be paid in any event within 60 days of transmission.

Notification of Use Fees means that on Payment of the first Use Fees for commercial work, the Client undertakes to inform the Agent of the first use of the commercial, the audience figures in TVR format, the period of use covered, and all area(s) /channel(s)  and any other media platforms covered when making use fee payments to the Agent on behalf of the artist.

Total Fee means the combination of Performance or Basic Session Fee and Usage Fee 

 Special Requirements means the specific requirements stipulated by the Agent on behalf of the Artist in terms of the Engagement regarding food, accommodation, and any other necessities;

 Terms and Conditions means the terms and conditions of supply of Services as set out in this document and any subsequent terms and conditions agreed in writing by the Agent;

 Agreement means the arrangement for the supply of Artists by the Agency to the Client incorporating these Terms and Conditions.

3. GENERAL

3.1 These Terms and Conditions shall apply to the Agreement for the supply of Artists by the Agent to the Client and shall supersede any other documentation or communication between parties.

3.2 Any variation to these Terms and Conditions must be agreed in writing by the Agent.

3.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Agent may be entitled in relation to the Services, by virtue of any statute, law or regulation.

3.4 The Agent is acting as an Employment Agency and therefore cannot be held responsible for any non-fulfillment or breach of obligations between the Client and the Artist.

3.5 Any variation to the Services must be agreed by the Agent in writing.

4. PRICE AND PAYMENT

4.1 The price for Artists is specified per engagement at the time of booking and is exclusive of VAT and any other charges as agreed at the time of booking.

4.2 The Client shall pay the Agent the Total Fee within 30 days of receipt of an invoice and in any event in line with the Use Fee Payment Schedule. The Performance Fee is non-refundable except in the circumstances described in Condition 5.5.[cancellation] 

4.3 The Client is responsible for bringing to the attention of the Agent any queries regarding an invoice within 7 days of the receipt of the invoice.

4.4 All reasonable and agreed expenses incurred by the Agent and the Artist in connection with the provision of the Services and the Engagement and agreed prior to the engagement will be re-charged at cost or as agreed and are payable by the Client on production of the appropriate receipts.

4.5 The Client shall meet the costs of any pre-agreed Special Requirements prior to the Engagement.

4.6 The Client will pay interest on all late payments at a rate of 5% per annum above the Bank of England Base Rate.

4.7 The Agent is also entitled to recover all reasonable expenses incurred in obtaining payment from the Client where any payment due to the Agent is late.

4.8 The Agent and Artist have the right to withhold Services if payment for previous engagements has not been made within 60 days of Client’s receipt of invoice.

4.9 The Client is not entitled to withhold or off-set any monies due to the Agent.

4.10 The Agent is entitled to vary the Payment(s) to take account of:

4.10.1 any additional Services changes requested by the Client which were not included at the time of booking.

4.10.2 any reasonable increase in hourly, daily, or set rates, if applicable;

4.10.3 any overrun of the booked time for the Engagement.

5. CANCELLATION

5.1 In the event that the Client cancels an Engagement they will be liable to pay cancellation charges agreed at the time of booking, provided that in any event, if an Engagement is cancelled less than 24 hours before its commencement then a 100% cancellation fee will be charged. 

5.2 The Client must notify the Agent immediately by email (paige @thatswhattheysaid.co.uk) of any cancellation in order that the Agent may notify the Artist.

5.3 If the venue provided by the Client is unable to accommodate the Artist and the Artist is unable to perform for this reason the Client will be liable for the full Performance Fee.

5.4 In the event of cancellation by the Artist the Agent will use their best endeavours to find a suitable replacement artist

5.5 If the Artist cancels the Engagement and a replacement artist cannot be found any monies paid in advance by the Client will be repaid in full, in any event within fourteen days of the cancellation.

6. CLIENT OBLIGATIONS

6.1 The Client agrees to the following:

6.1.1 To cooperate with the Agent as may be reasonably required.

6.1.2 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.

6.1.3 To treat the Artist politely and in a professional manner.

6.1.4 That if the Artist is threatened, verbally or physically abused by anyone present at the performance to the extent that the Artist will be entitled not to perform, without penalty, and still be paid the full Performance Fee

6.1.5 To be responsible for ensuring that the venue, and any equipment belonging to the Client and used by the Artist, comply with current health and safety regulations.

6.1.6 To have the adequate insurance policies in respect of any Engagement.

6.1.7 To comply with all legal obligations connected with the Engagement of the Artist.

6.1.8 To obtain all work permits or other approvals for the Artist prior to the commencement of an Engagement.

6.1.9 The performance given by the Artist cannot be reused for any other purpose other than the agreed engagement, such as being altered, sold on without consent, or used to create any kind of synthetic voice model, now or in the future, on any platforms or devices known or not yet known.

7. AGENT OBLIGATIONS

7.1 The Agent shall have the following obligations:

7.1.1 To supply the Services as specified by the Client in writing  at the time of booking.

7.1.2 To perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognized codes of practice and statutory obligations.

7.1.3 To provide the necessary permits for all artists under the age of 18 in compliance with The Local Authority Regulations

7.1.4 To undertake all reasonable steps to provide Artists who behave in an acceptable manner but, cannot be held responsible for any poor conduct exhibited by the Artist.

7.1.5 To act as the negotiator between both the Client and the Artist.

7.1.6 To comply with the UK General Data Protection Regulation (UK GDPR)

8. CHANGES TO PERFORMANCE SCHEDULE

8.1 Any changes to the performance schedule will be subject to these Terms and Conditions.

8.2 If changes are required to the performance schedule, on the day of the event these changes should be reported  immediately by email to the Agent.

8.3 In the event that the Artist is unable to complete a performance due to a delay in the start of the performance schedule, the Client shall remain liable to pay the Artist the full Performance Fee due.

8.4 Should the Artist be required by the Client to extend the length of the performance the Agent is entitled to charge the Client a further fee at the agreed hourly rate. 

9. RE-ENGAGEMENT OF THE ARTIST

The Client undertakes to  negotiate all future bookings for the Artist directly with the Agent 

10 TERMINATION

10.1 The Agreement shall continue until the Services have been provided or any subsequent date as mutually agreed in writing by both parties or until terminated by either party in accordance with these Terms and Conditions.

10.2 The Agent may terminate the Agreement if the Client has failed to make over any payment due within 60 days of the sum being requested.

10.3 Either party may terminate the Agreement by notice in writing to the other if:

10.3.1 the other party commits a material breach of these Terms and Conditions and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or

10.3.2 the other party commits a material breach of these Terms and Conditions which cannot be remedied under any circumstances; or

10.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

10.3.4 the other party ceases to carry on its business or substantially the whole of its business; or

10.3.5 the other party is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

10.4 In the event of termination the Client undertakes to complete any outstanding Total Fees for work done and expenses incurred up to the date of termination.

10.5 Any rights to terminate the Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Agreement as at the date of termination.

11. LIMITATION OF LIABILITY

Nothing in these Terms and Conditions shall exclude or limit the liability of the Agent for death or personal injury or any other liability that is non-excludable as a matter of law. The Agent shall not be liable for any direct, indirect or consequential loss or damage suffered by the Client or any third party howsoever caused, as a result of any negligence, breach of contract or otherwise.

12. INDEMNITY

The Client shall indemnify the Agent against all claims, costs, and expenses which the Agent may incur and which arise directly or indirectly from the Client’s breach of any of its obligations under these Terms and Conditions.

13. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations. 

14. ASSIGNMENT

The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Agent.

15. WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions.

16. NOTICES

Any notice to be given by either party to the other may be served by email, personal service or by post to the registered address of the other party or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

17. THIRD PARTY RIGHTS

Nothing in this agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this agreement which that third party would not have had but for the Contracts (Rights of Third Parties) Act 1999

18. WHOLE AGREEMENT

This Agreement contains the entire agreement and understanding between you and us and supersedes any previous agreement or understanding (whether oral or written) between you and us, in relation to the subject-matter of this agreement. 

19. VARIATION

We  reserve the right to make reasonable changes to this Agreement  Changes will be notified to you in writing before the date upon which they come into force. No other variation to this Agreement, or waiver of any right or obligation under it, will be effective unless made by the parties and evidenced in writing and signed by or on or behalf of the parties and expressed to be such a variation or waiver. In entering into this Agreement neither party has relied on any statement, representation or promise not expressly contained in it, provided that nothing in this Clause 13  will have effect to exclude the liability of either party for fraud or fraudulent misrepresentation.

20. SEVERANCE

If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

21. GOVERNING LAW

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

22. JURISDICTION

The parties irrevocably agree that the courts of England and Wales shall have jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).